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                                                                    EXHIBIT 4.11


                             OMNIBUS AMENDMENT NO. 3

                                       TO

                               SECURITY DOCUMENTS

         OMNIBUS AMENDMENT NO. 3 TO SECURITY DOCUMENTS (this "Amendment") dated
as of February 11, 1999, by and among NATIONSRENT, INC. (the "Parent"), a
Delaware corporation and its Subsidiaries (collectively with the Parent, the
"Borrowers" and each a "Borrower"), and BANKBOSTON, N.A., as administrative
agent (the "Administrative Agent"). Capitalized terms used herein without
definition shall have the meanings set forth in the Third Amended and Restated
Credit Agreement (as defined below).

         WHEREAS, the Parent, the Borrowers and the Administrative Agent are
parties to that certain Security Agreement dated as of March 18, 1998 (as
supplemented prior to the date hereof and as otherwise amended, modified or
supplemented and in effect from time to time, the "Security Agreement");

         WHEREAS, the Parent and the Administrative Agent are parties to that
certain Stock Pledge Agreement dated as of March 18, 1998 (as supplemented prior
to the date hereof and as otherwise amended, modified or supplemented and in
effect from time to time, the "Parent Stock Pledge Agreement");

         WHEREAS, NationsRent of West Virginia, Inc. ("NR-WV") and the
Administrative Agent are parties to that certain Stock Pledge Agreement dated as
of March 18, 1998 (as amended, modified or supplemented and in effect from time
to time, the "NR-WV Stock Pledge Agreement");

         WHEREAS, Gabriel Trailer Manufacturing Company ("Gabriel") and the
Administrative Agent are parties to that certain Stock Pledge Agreement dated as
of March 18, 1998 (as amended, modified or supplemented and in effect from time
to time, the "Gabriel Stock Pledge Agreement";

         WHEREAS, NationsRent of Tennessee, Inc. ("NR-T") and the Administrative
Agent are parties to that certain Stock Pledge Agreement dated as of October 2,
1998 (as amended, modified or supplemented and in effect from time to time, the
"NR-T Stock Pledge Agreement");

         WHEREAS, the Borrowers and the Administrative Agent are parties to that
certain Omnibus Amendment to Security Documents dated as of June 29, 1998 and
that certain Omnibus Amendment No. 2 to Security Documents dated as of September
24, 1998;

         WHEREAS, the Borrowers, BankBoston, N.A. and certain lending
institutions (collectively the "Lenders"), BankBoston, N.A. as Administrative


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Agent for the Lenders, LaSalle National Bank as documentation agent for the
Lenders, and Fleet Bank, N.A. as co-agent and NationsBank, N.A. as co-agent
entered into a Second Amended and Restated Revolving Credit and Term Loan
Agreement dated as of September 24, 1998, as amended by the Amendment No. 1 and
Consent to Second Amended and Restated Revolving Credit and Term Loan Agreement,
dated as of October 9, 1998, among the Borrowers, the Lenders and the other
parties named therein, as further amended by the Second Amendment, dated as of
November 2, 1998, among the Borrowers, the Lenders and the other parties named
therein, as further amended by the Confirmatory Amendment No. 3, dated as of
November 4, 1998, by the Administrative Agent (as amended, modified or
supplemented and in effect as of the date hereof, the "Prior Credit Agreement").

         WHEREAS, the Borrowers, the Administrative Agent, the Lenders and
certain other parties thereto have agreed to enter into an amendment and
restatement of the Prior Credit Agreement (the "Third Amended and Restated
Credit Agreement") dated as of the date hereof pursuant to which, among other
things, the Lenders have agreed to extend loans to the Borrowers;

         WHEREAS, the effectiveness of the Third Amended and Restated Credit
Agreement is conditioned upon, among other things, the Borrowers and the
Administrative Agent amending certain provisions of the Security Agreement and
reaffirming the continued effectiveness of the Security Agreement;

         WHEREAS, the effectiveness of the Third Amended and Restated Credit
Agreement is further conditioned upon, among other things, the Borrowers and the
Administrative Agent amending certain provisions of the Parent Stock Pledge
Agreement and reaffirming the continued effectiveness of the Parent Stock Pledge
Agreement;

         WHEREAS, the effectiveness of the Third Amended and Restated Credit
Agreement is further conditioned upon, among other things, NR-WV and the
Administrative Agent amending certain provisions of the NR-WV Stock Pledge
Agreement and reaffirming the continued effectiveness of the NR-WV Stock Pledge
Agreement;

         WHEREAS, the effectiveness of the Third Amended and Restated Credit
Agreement is further conditioned upon, among other things, Gabriel and the
Administrative Agent amending certain provisions of the Gabriel Stock Pledge
Agreement and reaffirming the continued effectiveness of the Gabriel Stock
Pledge Agreement;

         WHEREAS, the effectiveness of the Third Amended and Restated Credit
Agreement is further conditioned upon, among other things, NR-T and the
Administrative Agent amending certain provisions of the NR-T Stock Pledge
Agreement and reaffirming the continued effectiveness of the NR-T Stock Pledge
Agreement;

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         NOW, THEREFORE, in consideration of the premises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

         1.   AMENDMENT TO THE SECURITY DOCUMENTS. The Security Documents (as
defined in the Third Amended and Restated Credit Agreement) are amended to
provide the following:

         1.1. For each of the Security Documents, any and all references to the
"Credit Agreement" shall be deemed to be references to the Third Amended and
Restated Credit Agreement. Each of the Security Documents are hereby further
amended mutatis mutandis as appropriate to reflect the fact that the Prior
Credit Agreement has been amended and restated as the Third Amended and Restated
Credit Agreement.

         1.2. For each of the Security Documents, any and all references to the
"Agent" and the "Administrative Agent" shall be deemed to be references to the
"Administrative Agent", as defined in the Third Amended and Restated Credit
Agreement.

         1.3. With respect to each of the Security Documents, any and all
references to the "Lenders" and the "Banks" shall be deemed to be references to
"Lenders", as defined in the Third Amended and Restated Credit Agreement.

         1.4. For each of the Security Documents, any and all references to the
words "Revolving Credit Notes" shall be deemed to be references to the word
"Notes", as defined in the Third Amended and Restated Credit Agreement.

         1.5. With respect to the Security Agreement, (i) delete the phrase
"Commonwealth of Massachusetts" wherever it appears in the Security Agreement
and insert the phrase "State of New York" in lieu thereof, (ii) any and all of
the references to the Uniform Commercial Code in the Security Agreement shall be
deemed to be references to the Uniform Commercial Code of the State of New York,
and (iii) in Section 21 of the Security Agreement, insert the phrase "EACH OF
THE ADMINISTRATIVE AGENT AND" at the beginning of the first sentence of such
Section 21.

         1.6. With respect to each of the Parent Stock Pledge Agreement, the
NR-WV Stock Pledge Agreement, the Gabriel Stock Pledge Agreement and the NR-T
Stock Pledge Agreement, (i) delete the phrase "Commonwealth of Massachusetts"
wherever it appears in such Stock Pledge Agreement and insert the phrase "State
of New York" in lieu thereof, (ii) delete the phrase "Massachusetts Uniform
Commercial Code" wherever it appears in such Stock Pledge Agreement and insert
the phrase "New York Uniform

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Commercial Code" in lieu thereof, (iii) any and all of the references to the
Uniform Commercial Code in such Stock Pledge Agreement shall be deemed to be
references to the Uniform Commercial Code of the State of New York, and (iv) in
Section 18 of each Stock Pledge Agreement, insert the phrase "EACH OF THE
ADMINISTRATIVE AGENT AND" at the beginning of the first sentence of such Section
18 in each Stock Pledge Agreement.

         2. CONFIRMATION OF SECURITY DOCUMENTS. Each of the Borrowers hereby
ratifies and confirms the Security Documents (as amended hereby) to which it is
a party and the pledges and security interests created thereby. Each of the
Borrowers hereby further ratifies and confirms that each of the Security
Documents (as amended hereby) to which it is a party and the pledges and
security interests created thereby secure the Obligations of the Borrowers under
the Third Amended and Restated Credit Agreement, the Security Documents (as
amended hereby) and the Notes.

         3. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective unless and until the Administrative Agent receives counterparts of
this Amendment and each of the conditions set forth in ss.10 of the Third
Amended and Restated Credit Agreement have been met.

         4. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. Each of the Borrowers
represents and warrants to the Administrative Agent and the Lenders that (a)
each and every one of the representations and warranties made by each Borrower
to the Administrative Agent and the Lenders in ss.6 or elsewhere in the Third
Amended and Restated Credit Agreement or in the other Loan Documents are true
and correct in all material respects; (b) each of the Borrowers has duly and
properly performed, complied with and observed each of its covenants, agreements
and obligations contained in ss.ss.7, 8 and 9 or elsewhere in the Prior Credit
Agreement or the other Loan Documents (as defined in the Prior Credit
Agreement); and (c) no event has occurred or is continuing and no condition
exists which constitutes a Default or Event of Default.

         5. RATIFICATION, ETC. Except as expressly amended by this Amendment,
the Security Documents and all documents, instruments and agreements related
thereto are hereby ratified and confirmed in all respects and shall continue in
full force and effect. The Security Documents (as amended hereby) and the
perfected first priority security interests of the Administrative Agent on
behalf of the Lenders thereunder shall continue in full force and effect, and
the collateral security and guaranties provided for in the Security Documents
shall not be impaired by this Amendment.

         6. MISCELLANEOUS. Nothing contained herein shall constitute a waiver
of, impair or otherwise affect any Obligations, any other obligation of any
Borrower or any rights of the Administrative Agent or any of the Lenders
consequent thereon. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original but which together shall constitute
one and the same instrument. Section headings in


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this Amendment are included herein for convenience of reference only and shall
not constitute part of this Amendment for any other purpose. This Amendment
shall, pursuant to New York General Obligations Law ss.5-1401, be governed by,
and construed in accordance with, the laws of the State of New York (without
reference to conflict of laws).

         7. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AMENDMENT AND EACH
OF THE SECURITY DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK
AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW ss.5-1401, BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE
BORROWERS CONSENT AND AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AMENDMENT
OR ANY OF THE OTHER SECURITY DOCUMENTS MAY BE BROUGHT IN THE COURTS O THE STATE
OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWERS IN ACCORDANCE WITH LAW AT THE ADDRESS SPECIFIED IN
ss.20 OF THE CREDIT AGREEMENT. THE BORROWERS HEREBY WAIVE ANY OBJECTION THAT
THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT
OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.





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                  IN WITNESS WHEREOF, the Borrowers and the Administrative Agent
have duly executed this Amendment as a sealed instrument as of the date first
above written.


                                BANKBOSTON, N.A.,
                                   as Administrative Agent


                                By: /s/
                                   -----------------------------------
                                      Timothy M. Laurion, Director


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                                 THE BORROWERS:

                                 NATIONSRENT, INC.
                                 A TO Z RENTS IT, INC.
                                 A TO Z RENTS IT, INC. #2
                                 A-ACTION RENTAL, INC.
                                 ACME RENTAL, INC.
                                 ADVANCED CONSTRUCTION EQUIPMENT, INC.
                                 CENTRAL ALABAMA RENTAL CENTER, INC.
                                 GABRIEL TRAILER MANUFACTURING COMPANY, INC.
                                 GOLD COAST AERIAL LIFT, INC.
                                 HIGH REACH COMPANY, INC.
                                 THE J. KELLY CO., INC.
                                 LOGAN EQUIPMENT CORP.
                                 NATIONSRENT AWP COMPANY
                                 NATIONSRENT NORTHEAST, INC.
                                 NATIONSRENT OF ALABAMA, INC.
                                 NATIONSRENT OF CALIFORNIA, INC.
                                 NATIONSRENT OF FLORIDA, INC.
                                 NATIONSRENT OF GEORGIA, INC.
                                 NATIONSRENT OF INDIANA, INC.
                                 NATIONSRENT OF KENTUCKY, INC.
                                 NATIONSRENT OF LOUISIANA, INC.
                                 NATIONSRENT OF MICHIGAN, INC.
                                 NATIONSRENT OF OHIO, INC.
                                 NATIONSRENT OF TENNESSEE, INC.
                                 TENNESSEE TOOL AND SUPPLY, INC.
                                 NATIONSRENT OF TEXAS, INC.
                                 NATIONSRENT OF WEST VIRGINIA, INC.
                                 TITAN RENTALS, INC.
                                 RAYMOND EQUIPMENT CO.
                                 SAM'S EQUIPMENT RENTAL, INC.
                                 SOUTHEAST RENTAL & LEASING, INC.




                                 By: /s/
                                    ----------------------------------------
                                    Name:
                                    Title:

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