BUSINESS LEASE

     This  Lease,   dated  January  22,  1997,  by  and  between  RAMSEY  FAMILY
PARTNERSHIP, as Landlord, and Western Fidelity Funding, Inc., as Tenant.

     In  consideration  of the  payment of the rent and the  performance  of the
covenants  and  agreements  by the Tenant set forth  herein,  the Landlord  does
hereby lease to the Tenant the following described Premises situate in Jefferson
County, in the State of Colorado; the address of which is 8291 West 14th Avenue,
Lakewood, Colorado, 80215 (Northeast corner of West 14th Avenue and Brentwood).

     Said Premises,  with all the  appurtenances,  are leased to the Tenant from
the date of  February  1, 1997,  until the date of January 31, 2001 at and for a
rental for the full term of $52,800,  payable in monthly installments of $1,100,
in advance,  on the 1st day of each calendar month during the term of this lease
payable at 1480 Brentwood Street, Lakewood, Colorado 80215.

THE TENANT, IN CONSIDERATION OF THE LEASING OF THE PREMISES
AGREES AS FOLLOWS:

     1.  To pay the rent for the premises described above.

     2. To keep the improvements upon the Premises, including sewer connections,
plumbing,  wiring and glass in good repair, all at Tenant's expense,  and at the
expiration  of this Lease to  surrender  the  Premises in as good a condition as
when the Tenant entered the Premises,  loss by fire,  inevitable  accident,  and
ordinary  wear  excepted.  To keep all sidewalks on and around the Premises free
and clear of ice and snow,  and to keep the entire  exterior  Premises free from
all litter,  dirt, debris and obstructions;  to keep the Premises in a clean and
sanitary condition as required by the ordinances of the city and county in which
the property is situate.

     3. To sublet no part of the  Premises,  and not to assign  the Lease or any
interest  therein  without the written  consent of the  Landlord,  which consent
shall not be unreasonably withheld.

     4. To use the Premises only as retail sales of used  automobiles and for no
other purpose, and to use the Premises for no purposes prohibited by the laws of
the United States or the State of Colorado,  or of the ordinances of the city or
town in which said  Premises  are located,  and for no improper or  questionable
purposes  whatsoever,  and to neither permit nor suffer any disorderly  conduct,
noise or nuisance  having a tendency  to annoy or disturb any persons  occupying
adjacent premises.

     5. To neither hold nor attempt to hold the  Landlord  liable for any injury
or  damage,  either  proximate  or  remote,  occurring  through or caused by the
repairs,  alterations,  injury or  accident on or to the  Premises,  or adjacent
premises,  or other parts of the above Premises not herein demised, or by reason
of the  negligence  or default of the owners or  occupants  thereof or any other
person,  nor to hold the Landlord liable for any injury or damage  occasioned by
the  defective  electric  wiring,  or the  breakage  or  stoppage of plumbing or

<PAGE>

sewerage  upon said  premises or upon  adjacent  premises,  whether  breakage or
stoppage  results from freezing or otherwise;  to neither permit nor suffer said
Premises,  or the walls or floors thereof, to be endangered by overloading,  nor
said  Premises  to be used for any  purpose  which  would  render the  insurance
thereon void or the insurance risk more  hazardous,  nor make any alterations in
or changes in, upon, or about said premises  without first obtaining the written
consent of the  Landlord  therefor,  but to permit the  Landlord to place a "For
Rent"  sign,  upon the leased  Premises at any time after sixty (60) days before
the end of this Lease.

     6. To allow the Landlord to enter upon the Premises at any reasonable hour.

IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LANDLORD AND
TENANT AS FOLLOWS:

     7. All  charges  for water and water  rents are to be paid by  Tenant.  All
charges for heating and lighting are to be paid by Tenant.  Janitorial  services
are to be paid by Tenant.

     8. No assent,  express or implied,  to any breach of any one or more of the
agreements  hereof shall be deemed or taken to be a waiver of any  succeeding or
other breach.

     9. If,  after the  expiration  of this Lease,  the Tenant  shall  remain in
possession of the Premises and continue to pay rent without a written  agreement
as to such  possession,  then such tenancy shall be regarded as a month-to-month
tenancy, at a monthly rental,  payable in advance equivalent to the last month's
rent paid under this lease,  and subject to all the terms and conditions of this
Lease.

     10.  If the  Premises  are left  vacant  and any part of the rent  reserved
hereunder is not paid, then the Landlord may,  without being obligated to do so,
and without  terminating this Lease,  retake possession of the said Premises and
rent the same for such rent, and upon such  conditions as the Landlord may think
best, making such changes and repairs as may be required,  giving credit for the
amount of rent so received  less all expenses of such  changes and repairs,  and
the Tenant shall be liable for the balance of the rent herein reserved until the
expiration of the terms of this Lease.

     11. The Landlord  acknowledges  receipt of a deposit in the amount of $0.00
to be held by the  Landlord for the  faithful  performance  of all of the terms,
conditions  and  covenants of this Lease.  The Landlord may apply the deposit to
cure any default  under the terms of this Lease and shall  account to the Tenant
for the balance.  The Tenant may not apply the deposit  hereunder to the payment
of the rent reserved hereunder or the performance of other obligations.


<PAGE>


     12. At the Landlord's  option, it shall be deemed a breach of this Lease if
the  Tenant  defaults  (a) in the  payment  of the  rent or any  other  monetary
obligation  herein;  or (b) in the performance of any other term or condition of
this Lease.  The  Landlord  may elect to cure such  default and any  expenses of
curing may be added to the rent and shall become immediately due and payable.

     In the event that the  Landlord  elects to declare a breach of this  Lease,
the  Landlord  shall  have the right to give the Tenant  three (3) days  written
notice  requiring  payment  of the  rent  or  compliance  with  other  terms  or
provisions of the Lease,  or delivery of the possession of the Premises.  In the
event any default remains  uncorrected after three (3) days written notice,  the
Landlord,  at  Landlord's  option,  may declare the term  ended,  repossess  the
Premises,  expel the Tenant and those  claiming  through or under the Tenant and
remove the effects of the Tenant, all without being deemed guilty in trespass or
of a forcible entry and detainer and without  prejudice to any other remedies to
which the  Landlord  may be  entitled.  If at any time this lease is  terminated
under this paragraph,  the Tenant agrees to peacefully surrender the Premises to
have the Landlord  immediately  upon  termination,  and if the Tenant remains in
possession  of the  Premises,  the  Tenant  shall be deemed  guilty of  unlawful
detention  of the  Premises.  The Lessor  shall be entitled to recover  from the
Tenant all damages by reason of the Tenant's default,  including but not limited
to the cost to recover and repossess  the  premises,  the expenses of reletting,
necessary renovation and alteration  expenses,  commissions and the rent for the
balance of the term of this Lease.

     13. In the event the  Premises  shall  become  untenantable  on  account of
damage by fire, floor or act of God, this lease may be thereupon  terminated and
the rent apportioned to the date of the occurrence of such damage.

     14. In the event of any dispute  arising under the terms of this Lease,  or
in the event of  non-payment  of any sums  arising  under  this Lease and in the
event the matter is turned over to an  attorney,  the party  prevailing  in such
dispute  shall be entitled,  in addition to other  damages or costs,  to receive
reasonable attorneys' fees from the other party.

     15. In the event any payment required hereunder is not made within ten (10)
days after the payment is due, a late charge in the amount of five  percent (5%)
of the payment will be paid by the Tenant.

     16.  In the event of a  condemnation  or other  taking by any  governmental
agency, all proceeds shall be paid to the Landlord hereunder, the Tenant waiving
all rights to any such payments.

     17. This Lease is made with the express understanding and agreement that in
the event the Tenant  becomes  insolvent,  the  Landlord  may declare this Lease
ended, and all rights of the Tenant hereunder shall terminate and cease.



<PAGE>



     18. The Landlord and the Tenant further agree to the terms, covenants,  and
conditions set forth in the Rider to this Lease hereto attached and incorporated
by this reference.

     Tenant shall  provide  Ramsey  Family  Partnership  a copy of their current
dealers  license and the renewal of such license each year for the length of the
lease.

     Tenant shall notify Ramsey Family  Partnership  immediately  of any actions
taken by the Colorado Dealers  Administration that would revoke Tenant's dealers
license at 8291 W. 14th Avenue.

     SHOULD ANY PROVISION of this Lease violate any federal,  state or local law
or ordinance,  that provision shall be deemed amended to so comply with such law
or ordinance, and shall be construed in a manner so as to comply.

     This Lease shall be binding on the parties, their personal representatives,
successor and assigns.

     When used herein, the singular shall include the plural, and the use of any
gender shall apply to both genders.

Attest:                                         RAMSEY FAMILY PARTNERSHIP,
       --------------------                     Landlord


                                                By:
                                                   ----------------------------
                                                   Partner

Attest:                                         WESTERN FIDELITY FUNDING, INC.
        -------------------                     Tenant

                                                By: /s/ Gene E. Osborn
                                                   -----------------------------
                                                   Title:  President


                                   GUARANTEE

     For value received, I, Gene Osborn, hereby personally guarantee the payment
of the rent and the  performance  of the covenants and  agreements by the Tenant
between Ramsey Family  Partnership,  and Western  Fidelity  Funding in the above
Lease covenanted and agreed, in manner and form as in said Lease provided.

Dated:
       -----------------------
------------------------------                    ------------------------------


<PAGE>


                            ASSIGNMENT AND ACCEPTANCE

     For   value   received  --------------------------------------------------,
assignor,  hereby  assigns  all right,  title and  interest in and to the within
lease unto ----------------------------------,  assignee, the heirs,  successors
and assigns of the assignee,  with the express  understanding and agreement that
the said  assignor  shall be and remain  liable for the full payment of the rent
reserved and the  performance of all the covenants and  agreements  made in said
lease by the Tenant therein named, and will pay said rent and fully perform said
covenants  and  agreements  in case said  assignee  shall  fail so to do; and in
consideration of this assignment, the said assignee hereby assumes and agrees to
make all the payments and perform all the covenants and agreements  contained in
said lease, by the Tenant therein agreed to be made and performed.

Dated:
       -----------------------
------------------------------                    ------------------------------

                              CONSENT OF ASSIGNMENT

     Consent to the  assignment  of the within  lease to ------------------,  is
hereby given, on the express condition,  however, that the assignor shall remain
liable for the prompt  payment of the rent and  performance  of the covenants on
the part of the Tenant as herein  mentioned,  and that no further  assignment of
said lease or  sub-letting  of the  premises or any part  thereof  shall be made
without further written assent first had thereto.

Dated:
       -----------------------
------------------------------                    ------------------------------

                              LANDLORD'S ASSIGNMENT

     In consideration of One Dollar, in hand paid, I hereby transfer, assign and
set over to ---------------------------------------------------------------- and
assign my interest in the within lease, and the rent therein reserved.


Dated:
       -----------------------
------------------------------                    ------------------------------

<PAGE>
                                 RIDER TO LEASE
                                     between
                     RAMSEY FAMILY PARTNERSHIP as Landlord,
                                       and
            WESTERN FIDELITY FUNDING, INC., a Corporation, as Tenant,
                             dated January 22, 1997

     Landlord and Tenant further agree as follows:

     1. Liability Insurance:
          (a) Tenant  shall  procure  and  maintain at its own cost at all times
during  the term of this  Lease  and any  extensions  hereof,  hazard,  fire and
extended  coverage  on  Tenant's  property  and the  contents  of the  Premises,
comprehensive general liability insurance, including coverage for bodily injury,
property  damage,  and personal  injury with the following  limits of liability:
Five Hundred Thousand and no/100 Dollars, ($500,000.00) each Occurrence combined
single limit for bodily injury,  property damage and personal  injury.  All such
insurance  shall be procured from a responsible  insurance  company or companies
authorized to do business in Colorado,  and shall be otherwise  satisfactory  to
Landlord.  All such policies shall name Landlord as an additional  insured,  and
shall  provide  that the same may not be canceled or altered  except upon thirty
(30) days prior written notice to Landlord.  All insurance  maintained by Tenant
shall be primary to any  insurance  provided by Landlord.  Tenant shall  provide
certificate(s) of such insurance to Landlord upon commencement of die Lease term
and at least thirty (30) days prior to any annual  renewal date thereof and upon
request  from  time to time and  such  certificates  shall  disclose  that  such
insurance  names  Landlord as an  additional  insured,  in addition to the other
requirements set forth herein. The limits of such insurance shall not, under any
circumstances, limit the liability of Tenant hereunder.

          (b) Each  party  agrees to use its best  efforts to include in each of
its policies  insuring  against  loss,  damage or  destruction  by fire or other
casualty a waiver of the insurer's right of subrogation against the other party.

     2. Mortgages:  It is agreed that this Lease e is subject to and subordinate
to the lien of any trust deeds or mortgages  now on, or which at any time may be
made a lien upon the Premises, or the building in which the demised Premises are
situate,  and to all  advances  made or  hereafter  to be made upon the security
thereof.  The Tenant  agrees to execute and deliver  upon  request  such further
instrument  or  instruments,  subordinating  this Lease to the lien of any, such
trust  deeds or  mortgages  as shall be desired  by any  mortgagee  or  proposed
mortgagee.

     3. Condemnation:

          (a) If the whole of the  Premises or so much  thereof as to render the
balance unusable by Tenant for the proper conduct of its business shall be taken
under power of eminent domain or transferred under it thereof,  then this Lease,
at the option of either  Landlord or Tenant  exercised  by either  party  giving
notice  to the  other of such  election  within  thirty  (30)  days  after  such
conveyance or taking possession, whichever is earlier, shall forthwith cease and
terminate and the rent shall be duly  apportioned  as of the date of such taking

<PAGE>

or  conveyance.  No award for any partial or entire taking shall be  apportioned
and Tenant hereby assigns to Landlord any award which may be made in such taking
or  condemnation,  together  with any and all rights of Tenant now or  hereafter
arising  or to the  same or any part  thereof.  Notwithstanding  the  foregoing,
Tenant shall be entitled to directly from the condemning authority, an award for
its removable  trade  fixtures,  equipment and personal  property and relocation
expenses, if any, to the extent Landlord's award is not diminished. In the event
of a partial taking which does not result in a termination  of this Lease,  rent
shall be reduced in  proportion  to the reduction in the size of the Premises so
taken and this Lease shall he modified  accordingly.  Promptly  after  obtaining
knowledge  thereof,  Landlord or Tenant,  as the case may be,  shall  notify the
other of any pending or threatened condemnation or taking affecting the Premises
or the building.

          (b) If all or any portion of the Premises  shall be condemned or taken
for governmental  occupancy for a limited period, this Lease shall not terminate
and Landlord shall be entitled to receive the entire amount of any such award or
payment thereof as damages, rent or otherwise. Tenant hereby assigns to Landlord
any award which may be made in such temporary taking,  together with any and all
rights  of  Tenant  now or  hereafter  arising,  in or to the  same or any  part
thereof.  Tenant shall be entitled to receive an abatement of rent in proportion
to the reduction in the size of the Premises so taken.

     4.  Maintenance and Repairs:  Landlord shall keep and maintain the roof and
structural  components  of  the  leased  premises.  Except  for  the  Landlord's
obligations, aforesaid, Tenant shall maintain the leased premises in good repair
and  working  order,   including  any  plumbing,   heating,   ventilation,   air
conditioning and electrical components. Notwithstanding anything to the contrary
contained  in this  paragraph,  it is  specifically  recognized  and agreed that
Tenant shall make all repairs  necessitated by the negligence of Tenant's agents
and  employees and shall also be  responsible  for and bear the sole cost of all
ordinary  maintenance  required  in respect to the same.  Tenant  shall be fully
responsible for all broken and cracked glass in or upon the Premises,  excepting
glass damaged by fire or other casualty to the extent covered by Landlord's fire
and extended coverage insurance.

     5. Fire and Casualty Insurance: Tenant shall neither bring, nor keep on the
demised  Premises  anything  that will cause an increase in the fire or casualty
insurance  premiums on the  buildings of which the demised  Premises are a part,
nor shall  Tenant use the  Premises in any manner or for any  purpose  that will
cause  either  an  increase  in  insurance  premiums,  the  cancellation  of any
insurance  coverage,  or the  refusal  of any  insurance  carrier  to insure the
demised Premises against the specified hazards,  and Tenant shall not permit the
employees,  agents,  guests,  or subtenants to do any of the acts  prohibited to
Tenant herein.

          Tenant shall pay on demand,  as additional rent, any increase that may
be  required in the  insurance  premiums  as a result of any  violation  of this
provision.


<PAGE>

          Landlord  shall have the option to terminate is Lease if any violation
of this  provision  results in either the  cancellation  of any insurance on the
premises  or the  refusal by an  insurance  carrier to insure the  premises.  If
Landlord  elects not to terminate this Lease,  Landlord may take available legal
action to enjoin Tenant from continuing the Lease or conduct  detrimental to the
present insurance rate herein.

     6.  Indemnity:  Tenant  shall  indemnify  Landlord  against  all  expenses,
liabilities,  and claims of every kind including reasonable  attorneys' fees, by
or on behalf of any  person or entity  arising  out of either  (1) a failure  by
Tenant to perform any of the terms or conditions  of this Lease,  (2) any injury
or damage happening on or about the demised premises, (3) failure to comply with
any law of any  governmental  authority,  or (4) any mechanic's lien or security
interest  filed  against  the  demised  premises  or  equipment,   materials  or
alterations of buildings or improvements thereon.

     7.  Restrictions  on Use:  Tenant shall neither  permit on the premises any
act,  sale,  or storage  that may be  prohibited  under  standard  forms of fire
insurance policies,  nor use the Premises for any such purpose. In addition,  no
use shall be made or  permitted to be made that shall result in (1) waste on the
Premises,  (2) a public or private nuisance that may disturb the quiet enjoyment
of other tenants in the building, (3) improper,  unlawful, or objectionable use,
including sale, storage or preparation,  or any materials  generating an odor on
the Premises, (4) noises or vibrations that may disturb other tenants.  Landlord
shall be the judge of what constitutes undue waste, nuisance,  odors, noises and
vibrations,  or abandonment of the rise of the Premises for retail sales of used
automobiles. A copy of the Non-Conforming Use Certificate,  City of Lakewood, is
attached and incorporated Herein.

     8.  Public  Utilities:  Landlord  shall not be liable for any  failure of a
public or private  utility company or municipality to supply any utility (sewer,
water,  gas or electrical  service) to the demised  Premises.  Furthermore,  any
reduction or termination of said services by utility companies or municipalities
will not alter or terminate the Lease between Landlord and Tenant.

     9. Suitability:  Tenant acknowledges that neither Landlord nor any agent of
Landlord has made any  representations  or warranties with respect to the leased
Premises or the  building or with respect to the  suitability  of either for the
conduct  of  Tenant's  business,  nor  has  Landlord  agreed  to  undertake  any
modification,  alteration or improvement  to the Premises  except as provided in
this Lease.  The taking of  possession  of the leased  premises by Tenant  shall
conclusively  establish  that the  Premises and the building are at such time in
satisfactory condition.

     10. Alterations and Additions: Tenant shall make no alterations,  additions
or improvements to the leased Premises or any part thereof without obtaining the
prior  written  consent of Landlord,  which  consent  shall not be  unreasonably
withheld.  All  such  alterations,   additions  or  improvements  shall  at  the
expiration or earlier  termination of this Lease become the property of Landlord
and remain upon and be surrendered with the leased Premises.


<PAGE>


     11. Late Charge: Tenant shall pay to Landlord a late charge of five percent
(5 %) of any  installment of rent not received by Landlord  within ten (10) days
after the payment is due.

     12.  Hazardous  Materials:   Tenant  shall  not  (either  with  or  without
negligence)  (a)  cause or  permit  the  escape,  disposal,  or  release  of any
biologically or chemically active or other hazardous substances or materials, or
(b) allow the storage or use of such  substances  or materials in any manner not
sanctioned by law or by the highest standards prevailing in the industry for the
storage and use of such substances or materials, or (c) allow any such materials
or  substances  to be brought  onto the  Premises  except to use in the ordinary
course of the Tenant's business,  and then only after written notice is given to
the Landlord of the identity of such  substances or materials.  The Tenant shall
defend,  indemnify and hold harmless the Landlord against and from availability,
claim of liability, or expense arising out of any release of hazardous materials
on the  Premises  occurring  while  the  Tenant  is in  possession  thereof,  or
elsewhere if caused by the Tenant or any person acting under the Tenant.

     13.  Signs:  The  Tenant  shall  have the right to erect  from time to time
within the premises such signs as it desires, in accordance with applicable law,
with the  approval of the City of Lakewood  and  Landlord.  Landlord's  approval
shall not be unreasonably withheld.

     14.  Effect of Rider:  This Rider shall amend the Lease to which this Rider
is  attached.  In the event of any  inconsistencies  between  this Rider and the
Lease,  the provisions of this Rider shall  control.  Except as may be expressly
amended by this Rider,  all of the terms,  provisions,  and  conditions  of this
Lease shall be and remain in full force and effect.

     15. Total Agreement:  This Lease contains the entire agreement  between the
parties  and  cannot be  changed  or  terminated  except by  written  instrument
subsequently  executed  by the  parties  hereto.  This  Lease  and the terms and
conditions hereof apply to and are binding on the heirs, legal  representatives,
successors, and assigns of both parties.

                                             Landlord:

                                             RAMSEY FAMILY PARTNERSHIP


                                             By:
                                                -------------------------------
                                                Partner

                                             Tenant:

                                             WESTERN FIDELITY FUNDING, INC.


                                             By:  /s/Gene E. Osborn
                                                -------------------------------
                                                Title:  President