AIRCRAFT LEASE

(Serial Number 560-5086)

DATED AS OF APRIL 11, 2002

between

FLEET CAPITAL CORPORATION

as Lessor

and

COPART, INC.

as Lessee

This is Counterpart No. 2 of a total of 3 counterparts.  Only Counterpart No. 1 shall be considered chattel paper for purposes of the Uniform Commercial Code and a security interest may be perfected only by possession of Counterpart No. 1.

TABLE OF  . . .

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (�Agreement�) is made effective as of _________________ ____, ______ by and between ______________________, a California corporation (the �Company�), and _________________________ (�Indemnitee�).

WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors� and officers� liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive  . . .

LEASE AGREEMENT

THIS LEASE AGREEMENT, made and entered into by and between Woodmich, L.L.C., a Michigan limited liability company, (�Landlord�) and Copart, Inc., a California corporation, (�Tenant�) dated as of this 14th day of September, 2001.

WITNESSETH

ARTICLE 1:

PREMISES, APPROVALS, CONDITIONS AND EXISTING TENANT

1.01.        Premises.  In consideration of the obligation of Tenant to pay rent and of the other terms, provisions and covenants hereof, Landlord leases to Tenant, and Tenant leases from Landlord, . . .

LEASE AGREEMENT

THIS LEASE AGREEMENT, made and entered into by and between Woodmich, L.L.C., a Michigan limited liability company, ("Landlord") and Copart, Inc., a California corporation, ("Tenant") dated as of this 14th day of September, 2001.

WITNESSETH

ARTICLE 1:

PREMISES, APPROVALS, CONDITIONS AND EXISTING TENANT

1.01.        Premises.  In consideration of the obligation of Tenant to pay rent and of the other terms, provisions and covenants hereof, Landlord leases to Tenant, and Tenant leases from Landlord, all that portion of certain real property and the improvements constructed thereon, together with all rights, easements (including that certain non-exclusive right to use that certain parcel of land described on Exhibit "C") and appurtenances pertaining thereto (the "Premises") situated with the County of Wayne, State of Michigan, described in Exhibit "A", and commonly known as 21000 Hayden Drive, Woodhaven, Michigan.  Landlord shall retain a non-exclusive, up to 70' wide, roadway easement over the perimeter of the Premises for ingress and egress to the rail spur. Such easement location shall be mutually agreed upon between Landlord and Tenant. Landlord agrees to pay for all costs, including but not limited to moving or adding any fencing, required to activate and maintain this easement, and all costs and expenses associated with rail spur. Landlord shall also assume responsibility for the maintenance of all perimeter landscaping and trees located adjacent to any easement. Landlord and Tenant will agree on a fair and equitable basis to either reduce the Rent, or Landlord will transfer to Tenant, at Landlord's sole cost, a like amount of property with similar improvements adjacent to the Premises to replace the property that was taken for the easement.

1.02         Approvals.  Tenant shall seek, at its sole cost and expense, using reasonable efforts, to obtain all Approvals on or before November 30, 2001.  "Approvals" shall mean the valid and irrevocable grant, on terms and conditions satisfactory to Tenant in its sole discretion, of all necessary permits, licenses, variances, and approvals that are necessary to permit Tenant to operate its Business (as hereinafter defined), all of which shall be without qualification, except such qualification as shall be acceptable to Tenant and shall be no longer subject to appeal (collectively, the "Approvals").  "Business of Tenant" shall mean the storage, sale, auction, and transport of used and salvage vehicles.  Landlord shall cooperate in good faith with Tenant to obtain such Approvals.  Landlord hereby authorizes Tenant to seek and apply for all Approvals in Landlord's name and on Landlord's behalf.  Tenant shall deliver copies of all applications for Approvals to Landlord and other correspondence regarding Approvals upon request.

1.03         Premises' Condition.  Landlord represents and warrants that as of the date of commencement of the term of this lease, which shall be a date agreed upon by the parties, but in no event later than November 30, 2001 (the "Commencement Date"), the Premises shall be in good repair and condition. Landlord warrants that as of the Commencement Date, the Premises are in compliance with all applicable governmental laws, ordinances and regulations, including municipal codes, building codes, and ADA requirements. In addition, Tenant at its own expense no later than fifteen (15) days after receiving all Approvals, shall conduct such investigations as it deems necessary to determine that the Premises are in good operating and working condition.  In the event Tenant objects to any property condition, it shall notify in writing the Existing Tenant (defined below) and Landlord as to its objections.  Landlord shall cause Existing Tenant to remedy any objectionable conditions to the reasonable satisfaction of the Tenant. Landlord shall also cause Existing Tenant to remove its property from the Premises, janitorial clean the office and shop buildings, power wash the floor, perform any necessary repairs to the buildings, including patching any roof leaks, repairing any problems with electrical and plumbing systems, repairing any damaged walls, and repairing or patching the parking lots upon its vacation of the Premises.  Attached to this Lease Agreement as Exhibit "B" is a copy of the E&L Transport Company, LLC ("Existing Tenant") and Landlord lease amendment on the Premises which reflects E & L Transport Company's obligation to vacate, clean, and repair the Premises. Landlord guarantees the performance of E & L Transport's obligations regarding the cleaning and repair of the Premises as set forth in Exhibit "B" and this Section 1.03. Landlord guarantees that the HVAC systems located on the Premises shall be in good working condition for the first 90 days of the first heating and air-