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                                                                     EXHIBIT 2.1
                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

IN RE:                                 : JOINTLY ADMINISTERED
                                       : CASE NO. 01-11628 (PJW)
                                       :
NATIONSRENT, INC.,                     :
   A DELAWARE CORPORATION, ET AL.,     : CHAPTER 11
                                       :
          DEBTORS.                     :
                                       :
(NATIONSRENT, INC.)                    : (CASE NO. 01-11628 (PJW))
(NATIONSRENT USA, INC.)                : (CASE NO. 01-11629 (PJW))
(NATIONSRENT TRANSPORTATION
  SERVICES, INC.)                      : (CASE NO. 01-11630 (PJW))
(NR DELAWARE, INC.)                    : (CASE NO. 01-11631 (PJW))
(NRGP, INC.)                           : (CASE NO. 01-11632 (PJW))
(NATIONSRENT WEST, INC.)               : (CASE NO. 01-11633 (PJW))
(LOGAN EQUIPMENT CORP.)                : (CASE NO. 01-11634 (PJW))
(NR DEALER, INC.)                      : (CASE NO. 01-11635 (PJW))
(NR FRANCHISE COMPANY)                 : (CASE NO. 01-11636 (PJW))
(BDK   EQUIPMENT COMPANY, INC.)        : (CASE NO. 01-11637 (PJW))
(NATIONSRENT OF TEXAS, LP)             : (CASE NO. 01-11638 (PJW))
(NATIONSRENT OF INDIANA, LP)           : (CASE NO. 01-11639 (PJW))
                                       :
                                       : FIRST AMENDED JOINT PLAN OF
                                       : REORGANIZATION OF
                                       : NATIONSRENT, INC. AND
                                         ITS DEBTOR SUBSIDIARIES

                                         DANIEL J. DEFRANCESCHI (DE 2732)
                                         MICHAEL J.MERCHANT (DE 3854)
                                         RICHARDS, LAYTON & FINGER
                                         One Rodney Square
                                         P.O. Box 551
                                         Wilmington, Delaware 19899
                                         (302) 658-6541

                                                 - and -

                                         PAUL E. HARNER (IL 6276961)
                                         MARK A. CODY (IL 6236871)
                                         JONES DAY
                                         77 West Wacker
                                         Chicago, Illinois 60601
                                         (312) 782-3939

                                         RANDALL M. WALTERS (OH 05895)
                                         JOSEPH M. WITALEC (OH 0063701)
                                         RICK J. GIBSON (OH 0066765)
                                         JONES DAY
                                         1900 Huntington Center
                                         41 South High Street
                                         Columbus, Ohio 43215
                                         (614) 469-3939

February 7,2003                          ATTORNEYS FOR DEBTORS AND
                                         DEBTORS IN POSSESSION

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                                TABLE OF CONTENTS

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INTRODUCTION.............................................................................................  1
ARTICLE I.          DEFINED TERMS, RULES OF INTERPRETATION AND COMPUTATION OF TIME.......................  1
         A.         Defined Terms........................................................................  1
                    1.       "Administrative Claim"......................................................  1
                    2.       "Administrative Trade Claim"................................................  1
                    3.       "Allowed Claim".............................................................  1
                    4.       "Allowed ... Claim".........................................................  2
                    5.       "Amended and Restated DIP Credit Agreement".................................  2
                    6.       "Amended and Restated DIP Credit Agreement Lender"..........................  2
                    7.       "Ballot"....................................................................  2
                    8.       "Bank Loan Claim"...........................................................  2
                    9.       "Bankruptcy Code"...........................................................  2
                   10.       "Bankruptcy Court"..........................................................  2
                   11.       "Bankruptcy Rules"..........................................................  2
                   12.       "Bar Date"..................................................................  2
                   13.       "Bar Date Order"............................................................  2
                   14.       "Boston Rental Partners"....................................................  2
                   15.       "Boston Rental Partners Agreement"..........................................  2
                   16.       "Business Day"..............................................................  2
                   17.       "Cash Investment Yield".....................................................  2
                   18.       "Cash Management Order".....................................................  3
                   19.       "Claim".....................................................................  3
                   20.       "Claims Objection Bar Date".................................................  3
                   21.       "Class".....................................................................  3
                   22.       "Confirmation"..............................................................  3
                   23.       "Confirmation Date".........................................................  3
                   24.       "Confirmation Hearing"......................................................  3
                   25.       "Confirmation Order"........................................................  3
                   26.       "Creditors' Committee"......................................................  3
                   27.       "Creditor Trust"............................................................  3
                   28.       "Creditor Trust Agreement"..................................................  3
                   29.       "Creditor Trust Participation Certificate"..................................  3
                   30.       "Creditor Trust Trustee"....................................................  3
                   31.       "Cure Amount Claim".........................................................  3
                   32.       "Debtors"...................................................................  3
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                   33.       "Deficiency Claim".........................................................   4
                   34.       "Derivative Claim".........................................................   4
                   35.       "DIP Credit Agreement".....................................................   4
                   36.       "DIP Lender"...............................................................   4
                   37.       "Disbursing Agent".........................................................   4
                   38.       "Disclosure Statement".....................................................   4
                   39.       "Disputed Claim"...........................................................   4
                   40.       "Disputed Insured Claim"  and "Disputed Uninsured Claim"...................   4
                   41.       "Distribution Record Date".................................................   4
                   42.       "Effective Date"...........................................................   5
                   43.       "Equipment Lease Obligations"..............................................   5
                   44.       "ERISA"....................................................................   5
                   45.       "Estate"...................................................................   5
                   46.       "Executory Contract and Unexpired Lease"...................................   5
                   47.       "Exit Financing Facility"..................................................   5
                   48.       "Face Amount"..............................................................   5
                   49.       "Fee Claim"................................................................   5
                   50.       "Fee Order"................................................................   5
                   51.       "File," "Filed" or "Filing"................................................   6
                   52.       "Final Order"..............................................................   6
                   53.       "Fleet Bank"...............................................................   6
                   54.       "GE Capital"...............................................................   6
                   55.       "Indenture Trustee"........................................................   6
                   56.       "Insured Claim"............................................................   6
                   57.       "Intercompany Claim".......................................................   6
                   58.       "Interest".................................................................   6
                   59.       "IRS"......................................................................   6
                   60.       "Majority Bank Debt Holders"...............................................   6
                   61.       "Management"...............................................................   6
                   62.       "NationsRent"..............................................................   6
                   63.       "NationsRent Subsidiary Debtors"...........................................   6
                   64.       "New Common Stock".........................................................   6
                   65.       "New Preferred Stock"......................................................   6
                   66.       "New Subordinated Notes"...................................................   6
                   67.       "Old Prepetition Credit Facility Notes"....................................   7
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                   68.       "Old Senior Subordinated Note Claim".......................................   7
                   69.       "Old Senior Subordinated Notes"............................................   7
                   70.       "Old Stock of..."..........................................................   7
                   71.       "Ordinary Course Professionals Order"......................................   7
                   72.       "Petition Date"............................................................   7
                   73.       "Plan".....................................................................   7
                   74.       "Plan Proponents"..........................................................   7
                   75.       "Prepetition Credit Facility"..............................................   7
                   76.       "Prepetition Indenture"....................................................   7
                   77.       "Priority Claim"...........................................................   7
                   78.       "Priority Tax Claim".......................................................   7
                   79.       "Professional".............................................................   7
                   80.       "Pro Rata".................................................................   7
                   81.       "Quarterly Distribution Date"..............................................   8
                   82.       "Real Property Executory Contract and Unexpired Lease".....................   8
                   83.       "Reinstated" or "Reinstatement"............................................   8
                   84.       "Reorganization Case"......................................................   8
                   85.       "Reorganized ..."..........................................................   8
                   86.       "Restructuring Transactions"...............................................   8
                   87.       "Retained Actions".........................................................   9
                   88.       "Schedules"................................................................   9
                   89.       "Secondary Liability Claim"................................................   9
                   90.       "Secured Claim"............................................................   9
                   91.       "Steering Committee".......................................................   9
                   92.       "Stipulation of Amount and Nature of Claim"................................   9
                   93.       "Tax"......................................................................   9
                   94.       "Third Party Disbursing Agent".............................................   9
                   95.       "Tort Claim"...............................................................   9
                   96.       "Trade Claim"..............................................................   9
                   97.       "Uninsured Claim"..........................................................   9
                   98.       "Unresolved Avoidance Actions".............................................   9
                   99.       "Unsecured Claim"..........................................................  10
                   100.      "Voting Deadline"..........................................................  10
         B.        Rules of Interpretation and Computation of Time......................................  10
                   1.        Rules of Interpretation....................................................  10
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                   2.        Computation of Time........................................................   10
ARTICLE II.        CLASSES OF CLAIMS AND INTERESTS......................................................   10
         A.        Classes of Claims Against the Debtors................................................   10
                   1.        Secured    Claims..........................................................   10
                             a.         Class C-l (Bank Loan Claims)....................................   10
                             b.         Class C-2 (Other Secured Claims)................................   11
                   2.        Unsecured Claims...........................................................   11
                             a.         Class C-3 (Unsecured Priority Claims)...........................   11
                             b.         Class C-4 (General Unsecured Claims)............................   11
                             C.         Class C-5 (Intercompany Claims).................................   11
                             d.         Class C-6 (Penalty Claims}......................................   11
         B.        Classes of Interests in the Debtors..................................................   11
                   1.     Class E-l (NationsRent Subsidiary Debtors Old Stock Interests)................   11
                   2.     Class E-2 (NationsRent Old Stock Interests)...................................   11
ARTICLE III.       TREATMENT OF CLAIMS AND INTERESTS....................................................   11
         A.        Unclassified Claims..................................................................   11
                   1.        Payment of Administrative Claims...........................................   11
                             a.         Administrative Claims in General................................   11
                             b.         Statutory Fees..................................................   11
                             C.         Ordinary Course Liabilities.....................................   12
                             d.         Claims Under the DIP Credit Agreement and the Amended and
                                          Restated DIP Credit Agreement.................................   12
                             e.         Bar Dates for Administrative Claims.............................   12
                                        i.    General Bar Date Provisions ..............................   12
                                        ii.   Bar Dates for Certain Administrative Claims...............   12
                   2.        Payment of Priority Tax Claims.............................................   13
                             a.         Priority Tax Claims.............................................   13
                             b.         Other Provisions Concerning Treatment of Priority Tax Claims....   13
         B.        Classified Claims....................................................................   13
                   1.        Secured Claims.............................................................   13
                             a.         Class C-l Claims (Bank Loan Claims).............................   13
                             b.         Class C-2 Claims (Other Secured Claims).........................   14
                   2.        Unsecured Claims...........................................................   14
                             a.         Class C-3 Claims (Unsecured Priority Claims)....................   14
                             b.         Class C-4 Claims (General Unsecured Claims).....................   14
                             C.         Class C-5 Claims (Intercompany Claims)..........................   15
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                             d.         Class C-6 Claims (Penalty Claims)...............................   15
         C.        Classified Interests                                                                    15
                   1.        Class E- 1 Interests (NationsRent Subsidiary Debtors Old Stock Interests)..   15
                   2.        Class E-2 Interests (NationsRent Stock Old Interests)......................   15
         D.        Special Provisions Regarding the Treatment of Allowed Secondary Liability Claims.....   15
ARTICLE IV.        MEANS FOR IMPLEMENTATION OF THE PLAN.................................................   15
         A.        Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors.......   15
         B.        Restructuring Transactions...........................................................   16
                   1.        Restructuring Transactions Generally.......................................   16
                   2.        Obligations of Any Successor Corporation in a Restructuring Transaction....   16
         C.        Corporate Governance, Directors and Officers, Employment-Related
                     Agreements and Compensation Programs...............................................   16
                   1.        Certificates of Incorporation and By-Laws of the Reorganized Debtors.......   16
                   2.        Directors and Officers of the Reorganized Debtors..........................   17
                   3.        New Employment, Retirement, Indemnification and Other Related Agreements
                               and Incentive Compensation Programs......................................   17
                   4.        Corporate Action...........................................................   17
         D.        Exit Financing Facility, Obtaining Cash for Plan Distributions and Transfers of Funds
                     Among the Debtors and the Reorganized Debtors......................................   17
         E.        Preservation of Rights of Action; Settlement of Claims and Releases..................   I8
                   1.        Preservation of Rights of Action by the Debtors and the Reorganized Debtors   18
                   2.        Comprehensive Settlement of Claims and Controversies ......................   18
                   3.        Releases...................................................................   18
                             a.        General Releases by Holders of Claims or Interests...............   18
                             b.        General Release by the Debtors...................................   19
                             C.        Injunction Related to Releases...................................   19
         F.        Continuation of Certain Employee, Retiree and Workers' Compensation Benefits.........   19
                   1.        Employee Benefits..........................................................   19
                   2.        Retiree Benefits ..........................................................   19
                   3.        Workers' Compensation Benefits.............................................   20
         G.        Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims........   20
         H.        Cancellation and Surrender of Instruments, Securities and Other Documentation........   20
         I.        Release of Liens.....................................................................   20
         J.        Effectuating Documents; Further Transactions; Exemption from Certain
                     Transfer Taxes.....................................................................   20
         K.        Creditor Trust.......................................................................   21
         L.        Acquisition of Boston Rental Partners................................................   21
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ARTICLE V.         TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES................................   22
         A.                  Executory Contracts and Unexpired Leases to Be Assumed or Assumed
                             and Assigned...............................................................   22
                   1.        Assumption and Assignment Generally........................................   22
                   2.        Assumptions and Assignments of Real Property Executory Contracts and
                             Unexpired Leases...........................................................   22
                   3.        Assignments Related to the Restructuring Transactions......................   22
                   4.        Approval of Assumptions and Assignments....................................   22
         B.        Payments Related to the Assumption of Executory Contracts and Unexpired Leases.......   23
         C.        Executory Contracts and Unexpired Leases to Be Rejected..............................   23
         D.        Executory Contracts Subject to Reservation of Right to Assume, Assume and Assign or
                     Reject.............................................................................   24
         E.        Bar Date for Rejection Damages.......................................................   24
         F.        Special Executory Contract and Unexpired Lease Issues................................   24
                   1.        Obligations to Indemnify Directors, Officers and Employees.................   24
                   2.        Reinstatement of Allowed Secondary Liability Claims Arising From or Related
                              to Executory Contracts or Unexpired Leases Assumed by the Debtors.........   24
         G.        Contracts and Leases Entered Into After the Petition Date............................   25
ARTICLE VI.        PROVISIONS GOVERNING DISTRIBUTIONS...................................................   25
         A.        Distributions for Claims Allowed as of the Effective Date............................   25
         B.        Method of Distributions to Holders of Claims.........................................   25
         C.        Compensation and Reimbursement for Services Related to Distributions.................   25
         D.        Delivery of Distributions and Undeliverable or Unclaimed Distributions...............   25
                   1.        Delivery of Distributions..................................................   25
                             a.        Generally........................................................   25
                             b.        Special Provisions for Distributions to Holders of Allowed
                                       Unsecured Claims.................................................   26
                             C.        Special Provisions for Distributions to Holders of Old Senior
                                       Subordinated Debt Claims.........................................   26
                   2.        Undeliverable Distributions Held by Disbursing Agents......................   26
                             a.        Holding and Investment of Undeliverable Distributions............   26
                             b.        After Distributions Become Deliverable...........................   26
                             C.        Failure to Claim Undeliverable Distributions.....................   27
         E.        Distribution Record Date.............................................................   27
         F.        Means of Cash Payments...............................................................   27
         G.        Timing and Calculation of Amounts to Be Distributed..................................   27
                   1.        Allowed Claims.............................................................   27
                   2.        Distributions of New Preferred and New Common Stock........................   27
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                   3.        Distributions of New Subordinated Notes....................................   28
                   4.        De Minimis Distributions...................................................   28
                   5.        Compliance with Tax Requirements...........................................   28
         H.        Surrender of Canceled Instruments or Securities......................................   28
         I.        Setoffs..............................................................................   29
         J.        Allocation of Payments...............................................................   29
ARTICLE VII.       PROCEDURES FOR RESOLVING DISPUTED CLAIMS.............................................   29
         A.        Prosecution of Objections to Claims..................................................   29
                   1.        Objections to Claims.......................................................   29
                   2.        Authority to Prosecute Objections..........................................   29
         B.        Treatment of Disputed Claims.........................................................   29
         C.        Distributions on Account of Disputed Claims Once Allowed.............................   30
ARTICLE VIII.      SUBSTANTIVE CONSOLIDATION OF THE DEBTORS.............................................   30
ARTICLE IX.        CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN....................   30
         A.        Conditions to Confirmation...........................................................   30
         B.        Conditions to the Effective Date.....................................................   30
         C.        Waiver of Conditions to the Confirmation or Effective Date...........................   30
         D.        Effect of Nonoccurrence of Conditions to the Effective Date..........................   31
ARTICLE X.         CRAMDOWN.............................................................................   31
ARTICLE XI.        DISCHARGE, TERMINATION, INJUNCTION AND SUBORDINATION RIGHTS..........................   31
         A.        Discharge of Claims and Termination of Interests.....................................   31
         B.        Injunctions..........................................................................   31
         C.        Subordination Rights.................................................................   32
ARTICLE XII.       RETENTION OF JURISDICTION............................................................   32
ARTICLE XIII.      MISCELLANEOUS PROVISIONS.............................................................   33
         A.        Dissolution of the Creditors' Committee..............................................   33
         B.        Limitation of Liability..............................................................   34
         C.        Modification of the Plan.............................................................   34
         D.        Revocation of the Plan...............................................................   34
         E.        Severability of Plan Provisions......................................................   34
         F.        Successors and Assigns...............................................................   34
         G.        Service of Certain Plan Exhibits and Disclosure Statement Exhibits...................   34
         H.        Service of Documents.................................................................   35
                   1.        The Debtors and the Reorganized Debtors....................................   35
                   2.        The Creditors' Committee...................................................   36
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                   3.        Prepetition Credit Facility Lenders, the DIP Lenders and the Amended and
                             Restated DIP Credit Agreement Lenders......................................   36
                   4.        Counsel to the Majority Bank Debt Holders..................................   37
                   5.        The United States Trustee..................................................   37
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                               TABLE OF EXHIBITS(1)

<TABLE>
<S>                  <C>
Exhibit I.A.15       Boston Rental Partners Agreement

Exhibit I.A.28       Creditor Trust Agreement

Exhibit I.A.47       Exit Financing Facility

Exhibit I.A.66       Terms of the New Subordinated Notes

Exhibit IV.B.1       Restructuring Transactions

Exhibit IV.C.1.a     Certificates of Incorporation of the Reorganized Debtors

Exhibit 1V.C.1.b     By-Laws of the Reorganized Debtors

Exhibit IV.C.2       Initial directors and officers of each of the Reorganized Debtors

Exhibit IV.C.3       Employment and other agreements and plans that are in effect and/or will take effect as
                     of the Effective Date

Exhibit 1V.F.1       Schedule of Emergence Bonuses

Exhibit V.A.1        Schedule of Executory Contracts and Unexpired Leases to Be Assumed and Assigned

Exhibit V.C.         Nonexclusive Schedule of Executory Contracts and Unexpired Leases to Be Rejected

Exhibit V.D          Schedule of Executory Contracts and Unexpired Leases Subject to Reservation of Right
                     Assume and Assign or Reject
</TABLE>

-----------------------------
1        Except as otherwise indicated, all Exhibits will be Filed and made
         available for review on the Debtors' web site at www.nationsrent.com on
         or before March 11,2003. The Debtors also will serve the Exhibits on
         the parties that have Filed requests for service of documents in the
         Reorganization Cases on or before March 11, 2003. The Debtors reserve
         the right to modify, amend, supplement, restate or withdraw any of the
         Exhibits after they are Filed. The Debtors will File all modified,
         amended, supplemented or restated Exhibits as promptly as possible and
         will make such Exhibits available for review on their web site.

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                                  INTRODUCTION

                  NationsRent, Inc. (as more fully defined below, "NationsRent")
and the other above-captioned debtors and debtors in possession (as more fully
defined below, collectively, the "Debtors"), the Creditors' Committee and
Majority Bank Debt Holders (as such terms are defined below) propose the
following joint plan of reorganization (as more fully defined below, the "Plan")
for the resolution of the outstanding claims against and equity interests in the
Debtors. The Debtors, the Creditors' Committee and the Majority Bank Debt
Holders are proponents of the Plan within the meaning of section I129 of the
Bankruptcy Code, 11 U.S.C. Sections 1129. Reference is made to the parties'
disclosure statement, filed contemporaneously with the Plan (as more fully
defined below, the "Disclosure Statement"), for a discussion of the Debtors'
history, businesses, results of operations, historical financial information,
projections and properties, and for a summary and analysis of the Plan. There
also are other agreements and documents, which are or will be Filed with the
Bankruptcy Court, that are referenced in the Plan or the Disclosure Statement
and that will be available for review.

                                   ARTICLE I.

                     DEFINED TERMS, RULES OF INTERPRETATION
                             AND COMPUTATION OF TIME

A.       DEFINED TERMS

                  As used in the Plan, capitalized terms have the meanings set
forth below. Any term that IS not otherwise defined herein, but that is used in
the Bankruptcy Code or the Bankruptcy Rules, will have the meaning given to that
term in the Bankruptcy Code or the Bankruptcy Rules, as applicable.

         1.       "ADMINISTRATIVE CLAIM" means a Claim for costs and expenses of
administration allowed under sections 503(b), 507(b) or 1114(e)(2) of the
Bankruptcy Code, including: (a) the actual and necessary costs and expenses
incurred after the Petition Date of PRESERVING the respective Estates and
operating the businesses of the Debtors (such as wages, salaries, commissions
for services and payments for inventories, leased equipment and premises),
including Claims under the DIP Credit Agreement; (b) compensation for legal,
financial advisory, accounting and other services and reimbursement of expenses
awarded or allowed under sections 330(a) or 331 of the Bankruptcy Code,
including Fee Claims; (c) all fees and charges assessed against the Estates
under chapter 123 of title 28, United States Code, 28 U.S.C. Sections 1911
I-1930; (d) Claims for reclamation allowed in accordance with section 546(c)(2)
of the Bankruptcy Code and section 2-702 of the Uniform Commercial Code; (e) a11
Intercompany Claims accorded priority pursuant to section 364(c)( 1) of the
Bankruptcy Code or the Cash Management Order; and (f) any adequate protection
payments owing to the administrative agent under the Prepetition Credit Facility
and the Steering Committee.

         2.       "ADMINISTRATIVE TRADE CLAIM" means an Administrative Claim
arising from or with respect to the sale of goods or rendition of services on or
after the Petition Date in the ordinary course of the applicable Debtor's
business, including Administrative Claims OF employees for ordinary course
wages, expense reimbursement and health and welfare benefits.

         3.      "ALLOWED CLAIM" means:

                  a.       a Claim that (i) has been listed by a particular
         Debtor on its Schedules AS other than disputed, contingent or
         unliquidated and (ii) is not otherwise a Disputed Claim;

                  b.       a Claim (i) for which a proof of Claim or request for
         payment of Administrative Claim has been Filed by the applicable Bar
         Date or otherwise been deemed timely Filed under applicable law and
         (ii) that is not otherwise a Disputed Claim; or

                  c.       a Claim that is allowed: (i) in any Stipulation of
         Amount and Nature of Claim executed by the applicable Reorganized
         Debtor and Claim holder on OR after the Effective Date; (ii) in any
         contract,

<PAGE>

         instrument or other agreement entered into in connection with the Plan
         and, if prior to the Effective Date, approved by the Bankruptcy Court;
         (iii) in a Final Order; or (iv) pursuant to the terms of the Plan.

         4        "ALLTOWED ... CLAIM" means an Allowed Claim in the particular
Class or category specified. Any reference herein to a particular Allowed Claim
includes both the secured and unsecured portions of such Claim.

         5.       "AMENDED AND RESTATED DIP CREDIT AGREEMENT" means,
collectively: (a) the Amended and Restated Debtor in Possession Revolving Credit
Agreement, dated December 3 I, 2002, as it may be subsequently amended and
modified, among the Debtors (as borrowers), those entities identified as
"Lenders" therein and their respective successors and assigns, GE Capital (as
administrative agent, syndication agent and co-agent) with GECC Capital Markets
Group, Inc. (as lead arranger and book manager); (b) all amendments thereto and
extensions thereof; and (c) all security agreements and instruments related to
the documents identified in (a) and (b).

         6.       "AMENDED AND RESTATED DIP CREDIT AGREEMENT LENDER" means,
collectively: (a) those entities identified as "Lenders" in the Amended and
Restated DIP Credit Agreement and their respective successors and assigns and
(b) GE Capital (as administrative agent, syndication agent and co-agent).

         7.       "BALLOT" means the form or forms distributed to each holder of
an impaired Claim entitled to vote on the Plan on which the holder indicates
acceptance or rejection of the Plan or any election for treatment of such Claim
under the Plan.

         8.       "BANK LOAN CLAIM" means a Claim arising under the Prepetition
Credit Facility and claims of the Bank of Nova Scotia and Fleet Bank on account
of certain swap agreements.

         9.       "BANKRUPTCY CODE" means title 11 of the United States Code, 11
U.S.C. Sections 101-1330, as now in effect or hereafter amended with retroactive
applicability to these chapter 11 cases.

         10.      "BANKRUPTCY COURT" means the United States District Court
having jurisdiction over the Reorganization Cases and, to the extent of any
reference made pursuant to 28 U.S.C. Sections 157, the bankruptcy unit of such
District Court.

         11.      "BANKRUPTCY RULES" means, collectively, the Federal Rules of
Bankruptcy Procedure and the local rules of the Bankruptcy Court, as now in
effect or hereafter amended with retroactive applicability to these chapter 11
cases.

         12.      "BAR DATE" means the applicable bar date by which a proof of
Claim must be or must have been Filed, as established by an order of the
Bankruptcy Court, including the Bar Date Order and the Confirmation Order.

         13.      "BAR DATE ORDER" means an order of the Bankruptcy Court
establishing Bar Dates for Filing proofs of Claims in the Reorganization Cases,
as the same may be amended, modified or supplemented.

         14.      "BOSTON RENTAL PARTNERS" means Boston Rental Partners, LLC, a
Delaware limited liability company, which leases new and used equipment to the
Debtors in accordance with the terms of the Boston Rental Partners Agreement.

         15.      "BOSTON RENTAL PARTNERS AGREEMENT" means the agreement between
the Debtors and Boston Rental Partners, a copy of which is attached as
Exhibit I.A.15.

         16.      "BUSINESS DAY" means any day, other than a Saturday, Sunday or
"legal holiday" (as defined in Bankruptcy Rule 9006(a)).

         17.      "CASH INVESTMENT YIELD" means the net yield earned by the
applicable Disbursing Agent from the investment of cash held pending
distribution pursuant to the Plan (including any dividends and other
distributions on account of New Common Stock), which investment will be in a
manner consistent with the Reorganized Debtors' investment and deposit
guidelines.

                                       -2-

<PAGE>

         18.      "CASH MANAGEMENT ORDER" means the Order: (A) Approving Cash
Management System, Certain Intercompany Transactions and Use of Existing Bank
Accounts and Business Forms; (B) Granting Interim and Final Approval of
Investment and Deposit Guidelines; and (C) According Administrative Expense
Status to All Postpetition Intercompany Claims entered by the Bankruptcy Court
on or about December 18,200l.

         19.      "CLAIM" means a "claim," as defined in section l0l(5) of the
Bankruptcy Code, against any Debtor.

         20.      "CLAIMS OBJECTION BAR DATE" means, for all Claims, other than
those Claims allowed in accordance with Section I.A.3.c, the latest of: (a) 270
days after the Effective Date; (b) 60 days after the Filing of a proof of Claim
for such Claim; and (c) such other period of limitation as may be specifically
fixed by the Plan, the Confirmation Order, the Bankruptcy Rules or a Final Order
for objecting to such Claim.

         21.      "CLASS" means a class of Claims or Interests, as described IN
Article II.

         22.      "CONFIRMATION" means the entry of the Confirmation Order on
the docket of the Bankruptcy court.

         23.      "CONFIRMATION DATE" means the date on which the Bankruptcy
Court enters the Confirmation Order on its docket, within the meaning of
Bankruptcy Rules 5003 and 9021.

         24.      "CONFIRMATION HEARING" means the hearing held BY the
Bankruptcy Court on Confirmation of the Plan, as such hearing may be continued
from time to time.

         25.      "CONFIRMATION ORDER" means the order of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

         26.      "CREDITORS' COMMITTEE" means the official committee of
unsecured creditors of the Debtors appointed by the United States Trustee in the
Reorganization Cases pursuant to section 1102 of the Bankruptcy Code.

         27.      "CREDITOR TRUST" means a trust formed in accordance with the
Creditor Trust Agreement, which shall receive all distributions made by a
Disbursing Agent in respect of Class C-4, and to which the Debtors shall assign
their rights to (a) object to all Class C-4 Claims, (b) make all distributions
to holders of Allowed Class C-4 Claims and (c)(i) pursue all Unresolved
Avoidance Actions (against parties not released under the Plan) and the Retained
Actions and (ii) receive all Unresolved Avoidance Action recoveries (against
parties not released under the Plan) and all recoveries on account of the
Retained Actions.

         28.      "CREDITOR TRUST AGREEMENT" means the trust agreement attached
as Exhibit I.A.28.

         29.      "CREDITOR TRUST PARTICIPATION CERTIFICATE" means a certificate
of interest in the Creditor Trust to be issued on a Pro Rata basis to the
holders of Allowed Class C-4 Claims.

         30.      "CREDITOR TRUST TRUSTEE" means the TRUSTEE of the Creditor
Trust as identified in the Creditor Trust Agreement.

         31.      "CURE AMOUNT CLAIM" means a Claim based upon a Debtor's
defaults pursuant to an Executory Contract or Unexpired Lease at the time such
contract or lease is assumed by that Debtor under section 365 of the Bankruptcy
Code and pursuant to the Confirmation Order.

         32.      "DEBTORS" means, collectively, the above-captioned debtors and
debtors in possession identified on the cover page to this Plan.

                                       -3-

<PAGE>

         33.      "DEFICIENCY CLAIM" means an Unsecured Claim (other than a
Penalty Claim) for the difference between (a) the aggregate amount of an Allowed
Claimand (b) the value received on account of the portion of such Allowed Claim
that is a Secured Claim.

         34.      "DERIVATIVE CLAIM" means a claim that is property of any of
the Debtors' Estates pursuant to section 541 of the Bankruptcy Code and any
state or federal fraudulent conveyance, fraudulent transfer, preference,
avoidance and other similar claims and causes of action for the benefit of
creditors that the Debtors are authorized to pursue in accordance with the
Bankruptcy Code and other applicable law.

         35.      "DIP CREDIT AGREEMENT" means, collectively: (a) the Debtor in
Possession Revolving Credit Agreement, dated as of December 17, 2001, as it may
be subsequently amended and modified (other than with respect to the Amended and
Restated DIP Credit Agreement), among the Debtors (as borrowers), those entities
identified therein as "Banks" and their respective successors and assigns, Fleet
Bank (AS administrative agent, swing lender and issuing bank), Fleet Securities,
Inc. and Wachovia Securities, Inc. (as lead arrangers and book managers) and
Wachovia Bank, National Association (as syndication agent); (b) all amendments
thereto and extensions thereof; and (c) all security agreements and instruments
related to the documents identified in (a) and (b).

         36.      "DIP LENDER" means, collectively: (a) those entities
identified as "Banks" in the DIP Credit Agreement and their respective
successors and assigns; (b) Fleet Bank (as administrative agent, swing lender
and issuing bank); and (c) Wachovia Bank, National Association (as syndication
agent).

         37.      "DISBURSING AGENT" means Reorganized NationsRent, in its
capacity as a disbursing agent pursuant to Section VI.B, or any Third Party
Disbursing Agent.

         38.      "DISCLOSURE STATEMENT" means the disclosure statement
(including all exhibits and schedules thereto or referenced therein) that
relates to the Plan, as approved by the Bankruptcy Court pursuant to section
1125 of the Bankruptcy Code, as the same may be amended, modified or
supplemented.

         39.      "DISPUTED CLAIM" means:

                  a.       if no proof of Claim has been Filed by the applicable
         Bar Date or has otherwise been deemed timely Filed under applicable
         law: (i) a Claim that is listed on a Debtor's Schedules as other than
         disputed, contingent or unliquidated, but as to which the applicable
         Debtor, Reorganized Debtor or, prior to the Confirmation Date, any
         other party in interest, has Filed an objection by the Claims Objection
         Bar Date and such objection has not been withdrawn or denied by a Final
         Order; or (ii) a Claim that is listed on a Debtor's Schedules as
         disputed, contingent or unliquidated; or

                  b.       if A proof of Claim or request for payment of an
         Administrative Claim has been Filed by the Bar Date or has otherwise
         been deemed timely Filed under applicable law: (i) a Claim for which no
         corresponding Claim is listed on a Debtor's Schedules; (ii) a Claim for
         which a corresponding Claim is listed on a Debtor's Schedules as other
         than disputed, contingent or unliquidated, but the nature or amount of
         the Claim as asserted in the proof of Claim varies from the nature and
         amount of such Claim as it is listed on the Schedules; (iii) a Claim
         for which a corresponding Claim is listed on a Debtor's Schedules as
         disputed, contingent or unliquidated; (iv) a Claim for which an
         objection has been Filed by the applicable Debtor, Reorganized Debtor
         or, prior to the Confirmation Date, any other party in interest, by the
         Claims Objection Bar Date, and such objection has not been withdrawn or
         denied by a Final Order; or (v) a Tort Claim.

         40.      "DISPUTED INSURED CLAIM" AND "DISPUTED UNINSURED CLAIM" mean,
respectively, an Insured Claim or an Uninsured Claim that is also a Disputed
Claim.

         41.      "DISTRIBUTION RECORD DATE" means the date that is 10 days
after the Confirmation Date.

                                       -4-

<PAGE>

         42.      "EFFECTIVE DATE" means a day, as determined by the Debtors,
that is the Business Day as soon as reasonably practicable after all conditions
to the Effective Date in Section 1X.B have been met or waived pursuant to
Section 1X.C.

         43.      "EQUIPMENT LEASE OBLIGATIONS" means all current and future
obligations of the Debtors under its rental and other equipment leases,
including obligations to (a) cure defaults and make future payments under
assumed equipment leases pursuant to section 365 of the Bankruptcy Code and the
Confirmation Order and (b) purchase any equipment subject to an equipment lease.

         44.      "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

         45.      "ESTATE" means, as to each Debtor, the estate created for
that Debtor in its Reorganization Case pursuant to section 541 of the Bankruptcy
Code and the Confirmation Order.

         46.      "EXECUTORY CONTRACT AND UNEXPIRED LEASE" means a contract or
lease to which one or more of the Debtors is a party that is subject to
assumption or rejection under section 365 of the Bankruptcy Code and the
Confirmation Order.

         47.      "EXIT FINANCING FACILITY" means the senior secured revolving
credit facility in the anticipated aggregate amount of $120 million, that will
be entered into by the Debtors on the Effective Date on substantially the terms
set forth on Exhibit I.A.47.

         48.      "FACE AMOUNT" means:

                  a.       when used with reference to a Disputed Insured Claim,
         either: (i) the full stated amount claimed by the holder of such Claim
         in any proof of Claim Filed by the Bar Date, or otherwise deemed timely
         Filed under applicable law, if the proof of Claim specifies only a
         liquidated amount; (ii) if no proof of Claim is Filed by the Bar Date
         or otherwise deemed timely filed under applicable LAW, that portion, if
         any, of such Claim listed on the Debtors' Schedules as undisputed,
         noncontingent and liquidated; or (iii) the applicable deductible under
         the relevant insurance policy, minus any reimbursement obligations of
         the applicable Debtor to the insurance carrier for sums expended by the
         insurance carrier on account of such Claim (including defense costs),
         if such amount is less than the amount specified in (i) or (ii) above
         or the proof of Claim specifies an unliquidated amount; and

                  b.       when used with reference to a Disputed Uninsured
         Claim, either: (i) the full stated amount claimed by the holder of such
         Claim in any proof of Claim Filed by the Bar Date or otherwise deemed
         timely Filed under applicable law, if the proof of Claim specifies only
         a liquidated amount; or (ii) the amount of the Claim acknowledged by
         the applicable Debtor or Reorganized Debtor in any objection Filed to
         such Claim or in the Schedules as an undisputed, noncontingent and
         liquidated Claim, estimated by the Bankruptcy Court pursuant to section
         502(c) of the Bankruptcy Code, proposed by the Debtors or established
         by the Reorganized Debtors following the Effective Date, if no proof of
         Claim has been Filed by the Bar Date or has otherwise been deemed
         timely Filed under applicable law or if the proof of Claim specifies an
         unliquidated amount.

         49.      "FEE CLAIM" means a Claim under sections 330(a), 331, 503 or
1103 of the Bankruptcy Code for compensation of a Professional or other entity
for services rendered or expenses incurred in the Reorganization Cases.

         50.      "FEE ORDER" means the Administrative Order Establishing
Procedures for Interim Compensation and Reimbursement of Expenses of
Professionals entered by the Bankruptcy Court on or about January 18, 2002, as
modified by the Order Appointing Fee Auditor and Establishing Related Procedures
Concerning the Allowance of Compensation and Reimbursement of Expenses of
Professionals and Members of Official Committees and Consideration of Fee
Applications entered by the Bankruptcy Court on or about March 20,2002.

                                       -5-

<PAGE>

         51.      "FILE," " FILED" OR "FILING" means file, filed or filing with
the Bankruptcy Court or its authorized designee in the Reorganization Cases.

         52.      "FINAL ORDER" means an order or judgment of the Bankruptcy
Court, or other court of competent jurisdiction, as entered on the docket in any
Reorganization Case or the docket of any other court of competent jurisdiction,
that has not been reversed, stayed, modified or amended, and as to which the
time to appeal or seek certiorari or move for a new trial, reargument or
rehearing has expired, and no appeal or petition for certiorari or other
proceedings for a new trial, reargument or rehearing has been timely taken, or
as to which any appeal that has been taken or any petition for certiorari that
has been timely filed has been withdrawn or resolved by the highest court to
which the order or judgment was appealed or from which certiorari was sought or
the new trial, reargument or rehearing shall have been denied or resulted in no
modification of such order.

         53.      "FLEET BANK" means Fleet National Bank.

         54.      "GE CAPITAL" means General Electric Capital Corporation.

         55.      "INDENTURE TRUSTEE" means The Bank of New York, as indenture
trustee under the Prepetition Indenture, or any successor thereto.

         56.      "INSURED CLAIM" means any Claim arising from an incident or
occurrence alleged to have occurred prior to the Effective Date that is covered
under an insurance policy, other than a workers' compensation insurance policy,
applicable to the Debtors or their businesses.

         57.      "INTERCOMPANY CLAIM" means any claim by a Debtor against
another Debtor.

         58.      "INTEREST" means the rights of the holder of the Old Stock of
any Debtor and the rights of any entity to purchase or demand the issuance of
any of the Old Stock of any Debtor, including: (a) redemption, conversion,
exchange, voting, participation and dividend rights; (b) liquidation
preferences; and (c) stock options and warrants.

         59.      "IRS" means the Internal Revenue Service of the United States
of America.

         60.      "MAJORITY BANK DEBT HOLDERS" means The Baupost Group, LLC,
Phoenix Rental Partners, LLC, Credit Swiss First Boston, PPM America Special
Investment Fund, Citigroup and GE Capital Services Structured Finance Group,
Inc., or such other owner or owners of Bank Loan Claims, who, when electing by
notice to the other Majority Bank Debt Holders to be counted with other
consenting Majority Bank Debt Holders, collectively own more than two-thirds in
dollar amount and one-half in number of the Bank Loan Claims.

         61.      "MANAGEMENT" means the employees and the specific positions
for such employees of Reorganized NationsRent identified on Exhibit IV.C.2.

         62.      "NATIONSRENT" means NationsRent, Inc., a Delaware corporation,
one of the Debtors and the parent corporation of each of the NationsRent
Subsidiary Debtors.

         63.      "NATIONSRENT SUBSIDIARY DEBTORS" means, individually or
collectively, a Debtor or Debtors other than NationsRent.

         64.      "NEW COMMON STOCK" means the shares of common stock, par value
$0.01 per share, of Reorganized NationsRent, authorized pursuant to the
certificate of incorporation of Reorganized NationsRent.

         65.      "NEW PREFERRED STOCK" means the shares of preferred stock, par
value of 0.01 per share, of Reorganized NationsRent authorized pursuant to the
certificate of incorporation of Reorganized NationsRent.

         66.      "NEW SUBORDINATED NOTES" means the convertible unsecured
subordinated notes to be issued as provided in Section III.B.1 and Section
III.B,2.b and on the terms set forth in Exhibit I.A.66.

                                       -6-

<PAGE>

         67.      " OLD PREPETITION CREDIT FACILITY NOTES "collectively, the
notes under the Prepetition Credit Facility.

         68.      "OLD SENIOR SUBORDINATED NOTE CLAIM" means a Claim under or
evidenced by the Prepetition Indenture.

         69.      "OLD SENIOR SUBORDINATED NOTES" means the senior
subordinated notes issued by NationsRent pursuant to the Prepetition Indenture.

         70.      "OLD STOCK OF ..." means, when used with reference to a
particular Debtor or Debtors, the common stock, preferred stock, membership
interests or Partnership interests or similar ownership interests, including
options, warrants or rights to acquire or convert any such interests, issued by
such Debtor or Debtors and outstanding immediately prior to the Petition date.

         71.      "ORDINARY COURSE PROFESSIONALS ORDER" means the Order
Authorizing Debtors and Debtors in Possession to Retain, Employ and Pay Certain
Professionals in the Ordinary COURSE of Their Businesses entered by the
Bankruptcy Court on or about February 14,2002.

         72.      "PETITION DATE" means December 17,200l.

         73.      "PLAN" means this joint plan of reorganization for the
Debtors, to the extent applicable to any Debtor, and all Exhibits attached
hereto or referenced herein, as the same may be amended, modified or
supplemented.

         74.      "PLAN PROPONENTS" means, collectively, the Debtors, the
Creditors' Committee, and the Majority Bank Debt Holders as joint proponents of
this Plan.

         75.      "PREPETITION CREDIT FACILITY" means the Fifth Amended and
Restated Revolving Credit and Term Agreement, dated as of August 2, 2000, among
the Debtors, the lender parties named therein, Fleet Bank (AS administrative
agent), Deutsche Bank Trust Company Americas (as syndication agent) and The Bank
of Nova Scotia (as documentation agent), as the same may have been subsequently
modified, amended or supplemented, together with all instruments and agreements
related thereto.

         76.      "PREPETITION INDENTURE" means the Indenture, dated as of
December 11, 1998, between NationsRent and certain of its direct and indirect
subsidiaries, as guarantors, and the Indenture Trustee, concerning the 10 3/8%
senior subordinated unsecured notes, as the same may have been subsequently
modified, amended or supplemented, together with all instruments and agreements
related thereto.

         77.      "PRIORITY CLAIM" means a Claim that is entitled to priority in
payment pursuant to section 507(a) of the Bankruptcy Code that is not an
Administrative Claim or a Priority Tax Claim.

         78.      "PRIORITY TAX CLAIM" means a Claim that is entitled to
priority in payment pursuant to section 507(a)(8) of the Bankruptcy Code.

         79.      "PROFESSIONAL" means any professional employed in the
Reorganization Cases pursuant to sections 327 or 1103 of the Bankruptcy Code or
any professional or other entity seeking compensation or reimbursement of
expenses in connection with the Reorganization Cases pursuant to section
503(b)(4) of the Bankruptcy Code.

         80.      "PRO RATA" means, when used with reference to a distribution
of property pursuant to Article III, proportionately so that with respect to a
particular Allowed Claim, the ratio of (a)(i) the amount of property distributed
on account of such Claim to (ii) the amount of such Claim, is the same as the
ratio of (b)(i) the amount of property distributed on account of all Allowed
Claims of the Class in which such Claim is included to (ii) the amount of all
Allowed Claims in that Class.

                                       -7-

<PAGE>

         81.      "QUARTERLY DISTRIBUTION DATE" means the last Business Day of
the month following the end of each calendar quarter after the Effective Date;
Provided however, that if the Effective Date is within 45 days of the end of a
calendar quarter, the first Quarterly Distribution Date will be the last
Business Day of the month following the end of the first calendar quarter after
the calendar quarter in which the Effective Date falls.

         82.      "REAL PROPERTY EXECUTORY CONTRACT AND UNEXPIRED LEASE" means,
collectively, an Executory Contract or Unexpired Lease relating to a Debtor's
interest in real property and any Executory Contracts and Unexpired Leases
granting rights or interests related to or appurtenant to the applicable real
property, including all easements; licenses; permits; rights; privileges;
immunities; options; rights of first refusal; powers; uses; usufructs;
reciprocal easement or operating agreements; vault, tunnel or bridge agreements
or franchises; development rights; and any other interests in real estate or
rights in rem related to the applicable real property.

         83.      "REINSTATED" OR "REINSTATEMENT" means rendering a Claim or
Interest unimpaired within the meaning of section 1124 of the Bankruptcy Code.
Unless the Plan specifies a particular method of Reinstatement, when the Plan
provides that an Allowed Claim or Allowed Interest will be Reinstated, such
Claim or Interest will be Reinstated, at the applicable Reorganized Debtor's
sole discretion, in accordance with one of the following:

                  a.       The legal, equitable and contractual rights to which
         such Claim OR Interest entitles the holder will be unaltered; or

                  b.        Notwithstanding any contractual provision or
         applicable law that entitles the holder of such Claim or Interest to
         demand or receive accelerated payment of such Claim or Interest after
         the occurrence of a default:

                           i.       ANY such default that occurred before or
                  after the commencement of the applicable Reorganization Case,
                  other than a default of a kind specified IN section 365(b)(2)
                  of the Bankruptcy Code, will be cured;

                           ii.      the maturity of such Claim or Interests
                  such maturity existed before such default will be reinstated;

                           iii.     the holder of such Claim or Interest will be
                  compensated for any damages incurred as a result of any
                  reasonable reliance by such holder on such contractual
                  provision or such applicable law; and

                           iv.      the legal, equitable or contractual rights
                  to which such Claim or Interest entitles the holder of such
                  Claim or Interest will not otherwise be altered.

         84.      "REORGANIZATION CASE" means: (a) when used with reference to a
particular Debtor, the chapter 11 case pending for that Debtor in the Bankruptcy
Court and (b) when used with reference to all Debtors, the chapter 11 cases
pending for the Debtors in the Bankruptcy Court.

         85.      "REORGANIZED ..." means, when used in reference to a
particular Debtor, such Debtor on and after the Effective Date. The terms
Reorganized Debtor and Reorganized NationsRent shall be defined to include
references to (a) any newly formed corporation that acquires the assets of
NationsRent ("New NationsRent") and/or (b) if one or more companies is formed on
or before the Effective Date to hold (directly or indirectly) the stock of New
NationsRent, the company which is the ultimate owner of New NationsRent and any
other such newly formed companies ("New Holdco").

         86.      "RESTRUCTURING TRANSACTIONS" means, collectively, those
mergers, consolidations, restructurings, dispositions, liquidations or
dissolutions that the Debtors or Reorganized Debtors determine to be necessary
or appropriate to effect a corporate restructuring of their respective
businesses or otherwise to simplify the overall corporate structure of the
Reorganized Debtors.

                                       -8-

<PAGE>

         87.      "RETAINED ACTIONS" means any claims or causes of action or
potential claims or causes of action against James L. Kirk arising in connection
with his employment as Chief Executive Officer of NationsRent, including any
Derivative Claims against Mr. Kirk.

         88.      "SCHEDULES" means the schedules of assets and liabilities and
the statements of financial affairs Filed by the Debtors on or about March 19,
2002, as required by section 521 of the Bankruptcy Code and the Official
Bankruptcy Forms, AS the same may have been or may be amended, modified or
supplemented.

         89.      "SECONDARY LIABILITY CLAIM" means a Claim that arises from a
Debtor being liable as a guarantor of, or otherwise being jointly, severally or
secondarily liable for, any contractual, tort or other obligation of another
Debtor, including any Claim based on: (a) guaranties of collection, payment or
performance; (b) indemnity bonds, obligations to indemnify or obligations to
hold harmless; (c) performance bonds; (d) contingent liabilities arising out of
contractual obligations or out of undertakings (including any assignment or
other transfer) with respect to leases, operating agreements or other similar
obligations made or given by a Debtor relating to the obligations or performance
of another Debtor; (e) vicarious liability; (f) liabilities arising out of
piercing the corporate veil, alter ego liability or similar legal theories; or
(g) any other joint or several liability that any Debtor may have in respect of
any obligation that is the basis of a Claim.

         90.      "SECURED CLAIM" means a Claim that is secured by a lien on
property in which an Estate has an interest or that is subject to setoff under
section 553 of the Bankruptcy Code, to the extent of the value of the Claim
holder's interest in the applicable Estate's interest in such property or to the
extent of the amount subject to setoff, as applicable, as determined pursuant to
sections 506(a) and, if applicable, 1129(b) of the Bankruptcy Code.

         91.      "STEERING COMMITTEE" means the steering committee of lenders
under the Prepetition Credit Facility consisting of Bank of Nova Scotia and
Deutsche Bank Trust Company Americas.

         92.      "STIPULATION OF AMOUNT AND NATURE OF CLAIM" means a
stipulation or other agreement between the applicable Debtor or Reorganized
Debtor and a holder of a Claim or Interest, or an agreed order of the Bankruptcy
Court, establishing the amount and nature of a Claim or Interest.

         93.      "TAX" means (a) any net income, alternative or add-on minimum,
gross income, gross receipts, sales, use, ad valorem, value added, transfer,
franchise, profits, license, property, environmental or other tax, assessment or
charge of any kind whatsoever (together in each instance with any interest,
penalty, addition to tax or additional amount) imposed by any federal, state,
local or foreign taxing authority; or (b) any liability for payment of any
amounts of the foregoing types as a result of being a member of an affiliated,
consolidated, combined unitary group, or being a party to any agreement or
arrangement whereby liability for payment of any such amounts is determined by
reference to the liability of any other entity.

         94.      "THIRD PARTY DISBURSING AGENT" means an entity, other than the
Creditor Trust, designated by Reorganized NationsRent to act as a Disbursing
Agent pursuant to Section VI.B.

         95.      "TORT CLAIM" means any Claim that has not been settled,
compromised or otherwise resolved that (a) arises out of allegations of personal
injury, wrongful death, property damage, products liability or similar legal
theories of recovery; or (b) arises under any federal, state or local statute,
rule, regulation or ordinance governing, regulating or relating to health,
safety, hazardous substances or the environment.

         96.      "TRADE CLAIM" means any Unsecured Claim arising from or with
respect to the sale of goods rendition of services prior to the Petition Date,
including any Claim of an employee that is not a Priority Claim.

         97.      "UNINSURED CLAIM" means any Claim that is not an Insured
Claim.

         98.      UNRESOLVED AVOIDANCE ACTIONS" means, collectively and
individually, preference actions and other claims or causes of action under
sections 544 through 550 of the Bankruptcy Code that have not been resolved or
released pursuant to Section IV.E.

                                       -9-

<PAGE>

         99.      "UNSECURED CLAIM" means any Claim that is not an
Administrative Claim, Bank Loan Claim, Cure Amount Claim, Priority Claim,
Priority Tax Claim, Secured Claim or Intercompany Claim.

         100.     "VOTING DEADLINE" means the deadline for submitting Ballots to
accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code
that is specified in the Disclosure Statement, the Ballots or related
solicitation documents approved by the Bankruptcy Court.

B.       RULES OF INTERPRETATION AND COMPUTATION OF TIME

         1.       RULES OF INTERPRETATION

                  For purposes of the Plan, unless otherwise provided herein:
(a) whenever from the context it is appropriate, each term, whether stated in
the singular or the plural, will include both the singular and the plural; (b)
unless otherwise provided in the Plan, any reference in the Plan to a contract,
instrument, release or other agreement or document being in a particular form or
on particular terms and conditions means that such document will be
substantially in such form or substantially on such terms and conditions; (c)
any reference in the Plan to an existing document or Exhibit Filed or to be
Filed means such document or Exhibit, as it may have been or may be amended,
modified or supplemented pursuant to the Plan or Confirmation Order; (d) any
reference to an entity as a holder of a Claim or Interest includes that entity's
successors, assigns and affiliates; (e) all references in the Plan to Sections,
Articles and Exhibits are references to Sections, Articles and Exhibits of or to
the Plan; (f) the words "herein," " hereunder" and "hereto" refer to the Plan in
its entirety rather than to a particular portion of the Plan; (g) captions and
headings to Articles and Sections are inserted for convenience of reference only
and are not intended to be a part of or to affect the interpretation of the
Plan; (h)subject to the provisions of any contract, certificates of
incorporation, by-laws, similar constituent documents, instrument, release or
other agreement or document entered into or delivered in connection with the
Plan, the rights and obligations arising under the Plan will be governed by, and
construed and enforced in accordance with, federal law, including the Bankruptcy
Code and the Bankruptcy Rules; and (i) the rules of construction set forth in
section 102 of the Bankruptcy Code will apply.

         2.       COMPUTATION OF TIME

                  In computing any period of time prescribed or allowed by the
Plan, the provisions of Bankruptcy Rule 9006(a) will apply.

                                   ARTICLE II.

                         CLASSES OF CLAIMS AND INTERESTS

                  All Claims and Interests, except Administrative Claims and
Priority Tax Claims, are placed in the following Classes. In accordance with
section 1123(a)(l) of the Bankruptcy Code, Administrative Claims and Priority
Tax Claims, as described in Section III.A, have not been classified and thus are
excluded from the following Classes. A Claim or Interest is classified in a
particular Class only to the extent that the Claim or Interest qualifies within
the description of that Class and is classified in other Classes to the extent
that any remainder of the Claim or Interest qualifies within the description of
such other Classes.

A.       CLASSES OF CLAIMS AGAINST THE DEBTORS

         1.       SECURED CLAIMS

                  a.       CLASS C-1 (BANK LOAN CLAIMS): Allowed Bank Loan
         Claims against any Debtor. Bank Loan Claims shall be allowed for all
         purposes relating to the Reorganization Cases as identified on that
         certain proof of claim filed by Fleet Bank, as administrative agent
         under the Prepetition Credit Facility, on behalf of such holders.

                                      -lO-

<PAGE>

                  b        CLASS C-2 (OTHER SECURED CLAIMS): Allowed Secured
         Claims against any Debtor that are not otherwise classified in Class
         C-l.

         2.       UNSECURED CLAIMS

                  a.       CLASS C-3 (UNSECURED PRIORITY CLAIMS): Allowed
         Unsecured Claims against any Debtor that are entitled to priority under
         section 507(a)(3), 507(a)(4) or 507(a)(6) of the Bankruptcy Code.

                  b.       CLASS C-4 (GENERAL UNSECURED CLAIMS): Allowed
         Unsecured Claims against any of the Debtors that are not otherwise
         classified in Class C-3, G5 or G6, including Claims on account of the
         Old Senior Subordinated Notes and Deficiency Claims (other than
         Deficiency Claims of the holders of Allowed Bank Loan Claims).

                  c.       CLASS C-5 (INTERCOMPANY CLAIMS): Allowed Intercompany
         Claims that are not Administrative Claims.

                  d.       CLASS C-6 (PENALTY CLAIMS): Allowed Unsecured Claims
         against the Debtors for any fine, penalty or forfeiture, or for
         multiple, exemplary or punitive damages, to the extent that such Claims
         are not compensation for the Claim holder's actual pecuniary loss.

B.       CLASSES OF INTERESTS IN THE DEBTORS

         1.       CLASS E-1 NATIONSRENT SUBSIDIARY DEBTORS OLD STOCK
INTERESTS): Interests on account of the Old Stock of the NationsRent Subsidiary
Debtors.

         2.       CLASS E-2 (NATIONSRENT OLD STOCK INTERESTS): Interests on
account of the Old Stock of NationsRent.

                                  ARTICLE III.

                        TREATMENT OF CLAIMS AND INTERESTS

A.       UNCLASSIFIED CLAIMS

         1.       PAYMENT OF ADMINISTRATIVE CLAIMS

                  a.       ADMINISTRATIVE CLAIMS IN GENERAL

                  Except as specified in this Section III.A.l, and subject to
the bar date provisions herein, unless otherwise agreed by the holder of an
Administrative Claim and the applicable Debtor or Reorganized Debtor, each
holder of an Allowed Administrative Claim will receive, in full satisfaction of
its Administrative Claim, cash equal to the Allowed amount of such
Administrative Claim either (i) on the Effective Date or (ii) if the
Administrative Claim is not allowed as of the Effective Date, 30 days after the
date on which an order allowing such Administrative Claim becomes a Final Order
or a Stipulation of Amount and Nature of Claim is executed by the applicable
Reorganized Debtor and the holder of the Administrative Claim.

                  b.       STATUTORY FEES

                  On or before the Effective Date, Administrative Claims for
fees payable pursuant to 28 U.S.C. Section 1930, as determined by the Bankruptcy
Court at the Confirmation Hearing, will be paid in cash equal to the amount of
such Administrative Claims. All fees payable pursuant to 2% U.S.C. Section 1930
will be paid by the Reorganized Debtors in accordance therewith until the
closing of the Reorganization Cases pursuant to section 350(a) of the Bankruptcy
Code.

                                      -11-

<PAGE>

                  c.       ORDINARY COURSE LIABILITIES

                  Administrative Claims based on liabilities incurred by a
Debtor in the ordinary course of its business (including Administrative Trade
Claims, Administrative Claims of governmental units for Taxes (including Tax
audit Claims related to Tax years commencing after the Petition Date) and
Administrative Claims arising from those contracts and leases of the kind
described in Section V.F) will be paid by the applicable Reorganized Debtor
pursuant to the terms and conditions of the particular transaction giving rise
to such Administrative Claims, without any further action by the holders of such
Administrative Claims.

                  d.       CLAIMS UNDER THE DIP CREDIT AGREEMENT AND THE AMENDED
         AND RESTATED DIP CREDIT AGREEMENT

                           i.       Unless otherwise agreed by the DIP Lenders
                  pursuant to the DIP Credit Agreement and to the extent not
                  satisfied by the Amended and Restated DIP Credit Agreement
                  Allowed Administrative Claims under or evidenced by the DIP
                  Credit Agreement will be paid on or before the Effective Date
                  in cash equal to the amount of such Allowed Administrative
                  Claims, and the DIP Lenders will receive cancellation without
                  draw of all outstanding letters of credit issued under the DIP
                  Credit Agreement.

                           ii.      Unless otherwise agreed by the Amended and
                  Restated DIP Credit Agreement Lenders pursuant to the Amended
                  and Restated DIP Credit Agreement, on or before the Effective
                  Date, Allowed Administrative Claims under or evidenced by the
                  Amended and Restated DIP Credit Agreement will be paid in cash
                  equal to the amount of such Allowed Administrative Claims, and
                  the Amended and Restated DIP Credit Agreement Lenders will
                  receive cancellation without draw of all outstanding letters
                  of credit issued under the Amended and Restated DIP Credit
                  Agreement.

                  e.       BAR DATES FOR ADMINISTRATIVE CLAIMS

                           i.       GENERAL BAR DATE PROVISIONS

                  Except as otherwise provided in Section III.A.1.e.ii, unless
previously Filed, requests for payment of Administrative Claims must be Filed
and served on the Reorganized Debtors, pursuant to the procedures specified in
the Confirmation Order and the notice of entry of the Confirmation Order, no
later than 60 days after the Effective Date, or in the event an Administrative
Claim arises in connection with an Executory Contract or Unexpired Lease, within
60 days after such contract or lease is assumed or rejected. Holders of
Administrative Claims that are required to File and serve a request for payment
of such Administrative Claims and that do not File and serve such a request by
the applicable Bar Date will be forever barred from asserting such
Administrative Claims against the Debtors, the Reorganized Debtors or their
respective property and such Administrative Claims will be deemed discharged as
of the Effective Date. Objections to such requests must be Filed and served on
the Reorganized Debtors and the requesting party by the later of (A) 120 days
after the Effective Date or (B) 60 days after the Filing of the applicable
request for payment of Administrative Claims.

                           ii.      BAR DATES FOR CERTAIN ADMINISTRATIVE CLAIMS

                                    A.       PROFESSIONAL COMPENSATION

                  Professionals or other entities asserting a Fee Claim for
services rendered before the Effective Date must File and serve on the
Reorganized Debtors and such other entities who are designated by the Bankruptcy
Rules, the Confirmation Order, the Fee Order or other order of the Bankruptcy
Court an application for final allowance of such Fee Claim no later than 90 days
after the Effective Date provided, however, that any professional who may
receive compensation or reimbursement of expenses pursuant to the Ordinary
Course Professionals Order may continue to receive such compensation and
reimbursement of expenses for services rendered before the Effective Date,
without further Bankruptcy Court review or approval, pursuant to the Ordinary
Course Professionals Order. Objections to any Fee Claim must be Filed and served
on the Reorganized Debtors and the requesting party

                                      -12-

<PAGE>

by the later of (1) 120 days after the Effective Date or (2) 30 days after the
Filing of the applicable request for payment of the FEE Claim. To the extent
necessary, the Confirmation Order will amend and supersede any previously
entered order of the Bankruptcy Court, including the Fee Order, regarding the
payment of Fee Claims.

                                    B.       ORDINARY COURSE LIABILITIES

                  Holders of Administrative Claims based on liabilities incurred
by a Debtor in the ordinary course of its business, including Administrative
Trade Claims, Administrative Claims of governmental units for Taxes (including
Tax audit Claims arising after the Petition Date) and Administrative Claims
arising from those contracts and leases of the kind described in Section V.F,
will not be required to File or serve any request for payment of such
Administrative Claims. Such Administrative Claims will be satisfied pursuant to
Section III.A.1.c.

                                    C.       CLAIMS UNDER THE DIP CREDIT
                           AGREEMENT AND THE AMENDED AND RESTATED DIP CREDIT
                           AGREEMENT

                  Holders of Administrative Claims under or evidenced by the DIP
Credit Agreement or the Amended and Restated DIP Credit Agreement will not be
required to File or serve any request for payment of such Claims, Such
Administrative Claims will be satisfied pursuant to Section III.A.l.d.

         2.       PAYMENT OF PRIORITY TAX CLAIMS

                  a.       PRIORITY TAX CLAIMS

                  Pursuant to section 1129(a)(9)(C) of the Bankruptcy Code,
unless otherwise agreed by the holder of a Priority Tax Claim and the applicable
Debtor or Reorganized Debtor, each holder of an Allowed Priority Tax Claim will
receive, in full satisfaction of its Priority Tax Claim, deferred cash payments
over a period not exceeding six years from the date of assessment OF such
Priority Tax Claim. Payments will be made in equal annual installments OF
principal, plus simple interest, accruing from the Effective Date at a rate
equal to the effective yield on the three-month treasury bill sold at the
auction immediately preceding the Effective Date, on the unpaid portion of each
Allowed Priority Tax Claim (or upon such other terms determined by the
Bankruptcy Court to provide the holders of Priority Tax Claims with deferred
cash payments having a value, as of the Effective Date, equal to the Allowed
amount of such Priority Tax Claims). Unless otherwise agreed by the holder of a
Priority Tax Claim and the applicable Debtor or Reorganized Debtor, the first
payment on account of such Priority Tax Claim will be payable one year after the
Effective Date or, if the Priority Tax Claim is not allowed within one year
after the Effective Date, the first Quarterly Distribution Date after the date
on which (i) an order allowing such Priority Tax Claim becomes a Final Order or
(ii) a Stipulation of Amount and Nature of Claim is executed by the applicable
Reorganized Debtor and the holder of the Priority Tax Claim provided, however,
that the Reorganized Debtors will have the right to pay any Allowed Priority Tax
Claim, or any remaining balance of such Priority Tax Claim, in full at any time
on or after the Effective Date, without premium or penalty.

                  b.       OTHER PROVISIONS CONCERNING TREATMENT OF PRIORITY TAX
         CLAIMS

                  Notwithstanding the provisions of Section III.A.2.a, the
holder of an Allowed Priority Tax Claim will not be entitled to receive any
payment on account of any penalty arising with respect to or in connection with
the Allowed Priority Tax Claim. Any such Claim or demand for any such penalty
will be subject to treatment in Class C-6, and the holder of an Allowed Priority
Tax Claim may not assess or attempt to collect such penalty from the Reorganized
Debtors or their respective property.

B.       CLASSIFIED CLAIMS

         1.       SECURED CLAIMS

                  a.       CLASS C-L CLAIMS (BANK LOAN CLAIMS) ARE IMPAIRED. On
         the Effective Date, each holder of an Allowed Bank Loan Claim will
         receive a Pro Rata share of 95% of each of the New Subordinated Notes,
         New Preferred Stock and New Common Stock. In the event that Class C-4
         has not

                                      -13-

<PAGE>

         voted to accept the Plan and at least two-thirds in amount and more
         than one-half in number of the holders of Allowed General Unsecured
         Claims, other than the holders of Deficiency Claims under the
         Prepetition Credit Facility, have not voted to accept the Plan, then,
         on the Effective Date, each holder of an Allowed Bank Loan Claim will
         receive a Pro Rata share of 100% of each of the New Subordinated Notes,
         New Preferred Stock and New Common Stock. To the extent that either
         Class C-4 has voted to accept the Plan or, if Class C-4 has not voted
         to accept the Plan, at least two-thirds in amount and more than
         one-half in number of the holders of Allowed General Unsecured Claims,
         other than the holders of Deficiency Claims under the Prepetition
         Credit Facility, have voted to accept the Plan, then (i) the holders of
         Allowed Bank Loan Claims shall waive their respective Allowed
         Deficiency Claims and (ii) the holders of Allowed Bank Loan Claims
         shall waive enforcement of all subordination provisions as they pertain
         to Deficiency Claims.

                  b.       CLASS C-2 CLAIMS (OTHER SECURED CLAIMS) ARE
         UNIMPAIRED (EXCEPT FOR CLAIMS AS TO WHICH THE APPLICABLE DEBTOR ELECTS
         OPTION C OR OPTION D TREATMENT). On the Effective Date, unless
         otherwise agreed by A Claim holder and the applicable Debtor or
         Reorganized Debtor, each holder of an Allowed Claim in Class C-2 will
         receive treatment on account of such Allowed Claim in the manner set
         forth in Option A, B, C or D below, at the election of the applicable
         Debtor or Reorganized Debtor. The applicable Debtor or Reorganized
         Debtor will be deemed to have elected Option D except with respect to
         any Allowed Claim as to which the applicable Debtor elects Option A, B
         or C in a certification Filed prior to the conclusion of the
         Confirmation Hearing. Any amount paid to or on behalf of a holder of a
         Secured Claim as adequate protection shall be credited against the
         amount of such Secured Claim. Any Allowed Deficiency Claim of a holder
         of an Allowed Secured Claim shall be entitled to treatment as an
         Allowed Class C-4 Claim.

                  OPTION A: Unimpaired. Allowed Claims in Class C-2 with respect
                  to which the applicable Debtor or Reorganized Debtor elects
                  Option A will be paid in cash, in full, by such Reorganized
                  Debtor, unless the holder of such Claim agrees to less
                  favorable treatment.

                  OPTION B: Unimpaired. Allowed Claims in Class C-2 with respect
                  to which the applicable Debtor or Reorganized Debtor elects
                  Option B will be Reinstated.

                  OPTION C: Impaired. Allowed Claims in Class C-2 with respect
                  to which the applicable Debtor or Reorganized Debtor elects
                  Option C will be entitled to receive, and the applicable
                  Debtors (or Reorganized Debtors) shall release and transfer to
                  such holder, the collateral securing such Allowed Claims.

                  OPTION D: Impaired. Allowed Claims in Class C-2 with respect
                  to which the applicable Debtor or Reorganized Debtor elects or
                  is deemed to have elected Option D will receive a promissory
                  note, secured by a first priority security interest in the
                  applicable collateral (but not the proceeds of such collateral
                  if the proceeds are chattel paper or the proceeds of chattel
                  paper), in the aggregate principal amount of such Allowed
                  Class C-2 Claim, payable in annual installments over the term
                  of the useful life of such collateral, containing commercially
                  reasonable terms and bearing interest at a market rate per
                  annum.

         2.       UNSECURED CLAIMS

                  a.       CLASS C-3 CLAIMS (UNSECURED PRIORITY CLAIMS) ARE
         UNIMPAIRED. On the Effective Date, each holder of an Allowed Claim in
         Class C-3 will receive cash equal to the amount of such Claim.

                  b.       CLASS C-4 CLAIMS (GENERAL UNSECURED CLAIMS) ARE
         IMPAIRED. On the Effective Date, but only if either Class C-4 has voted
         to accept the Plan or, if Class C-4 has not voted to accept the Plan,
         at least two-thirds in amount and more than one-half in number of the
         holders of Allowed General Unsecured Claims, other than the holders of
         Deficiency Claims under the Prepetition Credit Facility, have voted to
         accept the Plan, (i) 5% of each of the New Subordinated Notes, New
         Preferred Stock and New Common Stock and (ii) $300,000 in cash shall be
         distributed to the Creditor Trust, and each holder of an Allowed Claim
         in Class C-4 will receive its Pro Rata share of the Creditor Trust
         Participation Certificates. In the event that Class C-4 has not voted
         to accept the Plan and at least two-thirds in amount and more than one-

                                      -14-

<PAGE>

         half in number of the holders of Allowed General Unsecured Claims,
         other than the holders of Deficiency Claims under the Prepetition
         Credit Facility, have not voted to accept the Plan, no property will be
         distributed to or retained by the holders OF Allowed Claims in Class
         C-4 on account of such Claims.

                  c.       CLASS C-5 CLAIMS (INTERCOMPANY CLAIMS) ARE IMPAIRED.
         No property will be distributed TO or retained BY the holders of
         Allowed Claims in Class C-5 on account of such Claims. Notwithstanding
         this treatment of Class C-5 Claims, each of the Debtors holding an
         Intercompany Claim in Class C-5 will be deemed to have accepted the
         Plan.

                  d.       CLASS C-6 CLAIMS (PENALTY CLAIMS) ARE IMPAIRED. No
         property will be distributed to or retained by the holders of Allowed
         Claims in Class C-6 on account of such Claims.

C.       CLASSIFIED INTERESTS

         1.       CLASS E-1 INTERESTS (NATIONSRENT SUBSIDIARY DEBTORS OLD STOCK
INTERESTS) ARE IMPAIRED. Except as may otherwise be provided by the
Restructuring Transactions, on the Effective Date, Allowed Interests in Class
E-l will be Reinstated. Each of the holders of Interests in Class E-l will be
deemed to have accepted the Plan.

         2.       CLASS E-2 INTERESTS (NATIONSRENT OLD STOCK INTERESTS) ARE
IMPAIRED. No property will be distributed to or retained by the holders of
Allowed Interests in Class Er-2, and such Interests will be terminated as of the
Effective Date.

D.       SPECIAL PROVISIONS REGARDING THE TREATMENT OF ALLOWED SECONDARY
LIABILITY CLAIMS

                  The classification and treatment of Allowed Claims under the
Plan take into consideration all Allowed Secondary Liability Claims. On the
Effective Date, Allowed Secondary Liability Claims will be treated as follows:

         1.       The Allowed Secondary Liability Claims arising from or related
to any Debtor's joint or several liability for the obligations under any (a)
Allowed Claim that is being Reinstated under the Plan or (b) Executory Contract
or Unexpired Lease that is being assumed or deemed assumed by another Debtor or
under any Executory Contract or Unexpired Lease that is being assumed by and
assigned to another Debtor or any other entity will be Reinstated.

         2.       Holders of all other Allowed Secondary Liability Claims will
be entitled to only one distribution from the Debtor that is primarily liable
for the underlying Allowed Claim, which distribution will be as provided in the
Plan in respect of such underlying Allowed Claim, and will be deemed satisfied
in full by the distributions on account of the related underlying Allowed Claim.
No multiple recovery on account of any Allowed Secondary Liability Claim will be
provided or permitted.

                                   ARTICLE IV.

                      MEANS FOR IMPLEMENTATION OF THE PLAN

A.       CONTINUED CORPORATE EXISTENCE AND VESTING OF ASSETS IN THE REORGANIZED
DEBTORS

                  Except as otherwise provided herein (and subject to the
Restructuring Transaction provisions of Section IV.B), each Debtor will, as a
Reorganized Debtor, continue to exist after the Effective Date as a separate
corporate entity, with all the powers of a corporation under applicable law and
without prejudice to any right to alter or terminate such existence (whether by
merger, dissolution or otherwise) under applicable state law. Except as
otherwise provided herein, as of the Effective Date, all property of the
respective Estates of the Debtors, and any property acquired by a Debtor or
Reorganized Debtor under the Plan, will vest in the applicable Reorganized
Debtor, free and clear of all Claims, liens, charges, other encumbrances and
Interests. On and after the Effective Date, each Reorganized Debtor may operate
its businesses and may use, acquire and dispose of property and compromise or
settle any Claims without supervision or approval by the Bankruptcy Court and
free of any

                                      -15-

<PAGE>

restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those
restrictions expressly imposed by the Plan or the Confirmation Order. Without
limiting the foregoing, each Reorganized Debtor may pay the charges that it
incurs on or after the Effective Date for professionals' fees, disbursements,
expenses or related support services (including fees relating to the preparation
of Professional fee applications) without application to the Bankruptcy court.

B.       RESTRUCTURING TRANSACTIONS

         1.       RESTRUCTURING TRANSACTIONS GENERALLY

                  On or before the Effective Date, the applicable Debtors or
Reorganized Debtors may enter into such Restructuring Transactions and may take
such actions as may be necessary or appropriate to effect a corporate
restructuring of their respective businesses or simplify the overall corporate
structure of the Reorganized Debtors. The Restructuring Transactions
contemplated to occur on or before the Effective Date are described more fully
on Exhibit IV.B. 1, which describes a taxable transaction; provided, however,
that the Debtors and the Reorganized Debtors reserve the right to undertake
transactions in lieu of or in addition to such Restructuring Transactions, as
the Debtors may deem necessary or appropriate under the circumstances. Such
transactions may include one or more mergers, consolidations, restructurings,
dispositions, liquidations or dissolutions, as may be determined by the Debtors
or the Reorganized Debtors to be necessary or appropriate. The actions to effect
these transactions may include: (a) the execution and delivery of appropriate
agreements or other documents of merger, consolidation, restructuring,
disposition, liquidation or dissolution containing terms that are consistent
with the terms of the Plan and that satisfy the applicable requirements of
applicable state law and such other terms to which the applicable entities may
agree; (b) the execution and delivery of appropriate instruments of transfer,
assignment, assumption or delegation of any asset, property, right, liability,
duty or obligation on terms consistent with the terms of the Plan and having
such other terms to which the applicable entities may agree; (c) the filing of
appropriate certificates or articles of merger, consolidation or dissolution
pursuant to applicable state law; and (d) all other actions that the applicable
entities determine to be necessary or appropriate, including making filings or
recordings that may be required by applicable state law in connection with such
transactions.

         2.       OBLIGATIONS OF ANY SUCCESSOR CORPORATION IN A RESTRUCTURING
TRANSACTION

                  The Restructuring Transactions may include one or more
mergers, consolidations, restructurings, dispositions, liquidations or
dissolutions, as may be determined by the Debtors or Reorganized Debtors to be
necessary or appropriate to result in substantially all of the respective
assets, properties, rights, liabilities, duties and obligations of certain of
the Reorganized Debtors vesting in one or more surviving, resulting or acquiring
corporations. In each case in which the surviving, resulting or acquiring
corporation in any such transaction is a successor to a Reorganized Debtor, such
surviving, resulting or acquiring corporation will perform the obligations of
the applicable Reorganized Debtor pursuant to the Plan to pay or otherwise
satisfy the Allowed Claims against such Reorganized Debtor, except as provided
in any contract, instrument or other agreement or document effecting a
disposition to such surviving, resulting or acquiring corporation, which may
provide that another Reorganized Debtor will perform such obligations.

C.       CORPORATE GOVERNANCE, DIRECTORS AND OFFICERS, EMPLOYMENT-RELATED
         AGREEMENTS AND COMPENSATION PROGRAMS

         1.       CERTIFICATES OF INCORPORATION AND BY-LAWS OF THE REORGANIZED
DEBTORS

                  As of the Effective Date, the certificates of incorporation
and the by-laws or similar constituent documents of each Reorganized Debtor, to
the extent it is not dissolved pursuant to the Restructuring Transactions, will
be substantially in the forms of Exhibits IV.C.1 .a and 1V.C.l.b, respectively.
The initial certificates of incorporation and by-laws or similar constituent
documents of each Reorganized Debtor, among other things, will prohibit the
issuance of nonvoting equity securities to the extent required by section
1123(a) of the Bankruptcy Code. After the Effective Date or the effective time
of any applicable Restructuring Transaction, each such entity may amend and
restate its certificates of incorporation or by-laws or similar constituent
documents as permitted by applicable state law, subject to the terms and
conditions of such constituent documents.

                                      -16-

<PAGE>

         2.       DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTORS

                  The initial boards of directors and officers of each of the
surviving Reorganized Debtors will consist of the individuals identified on
Exhibit IV.C.2. Each such director and officer will serve from and after the
Effective Date until his or her successor is duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the terms of the certificates of incorporation and by-laws or similar
constituent documents of the applicable Reorganized Debtor and applicable state
law. Exhibit IV.C.2 identifies the initial term for each director in accordance
with the provisions of the Reorganized Debtors' respective certificates of
incorporation and by-laws.

         3.       NEW EMPLOYMENT, RETIREMENT, INDEMNIFICATION AND OTHER RELATED
AGREEMENTS AND INCENTIVE COMPENSATION PROGRAMS

                  As of the Effective Date, the Reorganized Debtors will have
authority, as determined by Reorganized NationsRent's board of directors, to:
(a) maintain, amend or revise existing employment, retirement, welfare,
incentive, severance, indemnification and other agreements with their active
directors, officers and employees, subject to the terms and conditions of any
such agreement; (b) enter into new employment, retirement, welfare, incentive,
severance, indemnification and other agreements for active and retired
employees; and (c)and structure and provide for a management incentive program.
Exhibit IV.C.3 provides a list of the employment agreements and plans that are
in effect on the Effective Date. In addition, the Disclosure Statement provides
a schedule and a summary and description of the Debtors' employment, retirement,
severance, indemnification and other related agreements and incentive
compensation programs that are to take or remain in effect on or as of the
Effective Date.

         4.       CORPORATE ACTION

                  The Restructuring Transactions; the adoption of new or amended
and restated certificates of incorporation and by-laws or similar constituent
documents for the Reorganized Debtors; the initial selection of directors and
officers for the Reorganized Debtors; the entry into the Exit Financing
Facility; the distribution of cash pursuant to the Plan; the issuance and
distribution of the New Subordinated Notes, New Preferred Stock and the New
Common Stock pursuant to the Plan; the adoption, execution, delivery and
implementation of all contracts, leases, instruments, releases and other
agreements or documents related to any of the foregoing; the adoption, execution
and implementation of employment, retirement and indemnification agreements,
incentive compensation programs, retirement income plans, welfare benefit plans
and other employee plans and related agreements, including the plans and
agreements described on Exhibit IV.C.3; and the other matters involving the
corporate structure of any Debtor or Reorganized Debtor or corporate action to
be taken by or required of any Debtor or Reorganized Debtor will occur and be
effective as of the date specified in the documents effectuating the applicable
Restructuring Transactions or on or after the Effective Date, if no such other
date is specified in such other documents, and will be authorized and approved
in all respects and for all purposes without any requirement of further action
by stockholders or directors of any of the Debtors.

D.       EXIT FINANCING FACILITY, OBTAINING CASH FOR PLAN DISTRIBUTIONS AND
         TRANSFERS OF FUNDS AMONG THE DEBTORS AND THE REORGANIZED DEBTORS

                  On the Effective Date, the Reorganized Debtors are authorized
to execute and deliver those documents necessary or appropriate to obtain the
Exit Financing Facility. All cash necessary for the Reorganized Debtors to make
payments pursuant to the Plan will be obtained from the Reorganized Debtors'
cash balances and operations and/or the Exit Financing Facility. Cash payments
to be made pursuant to the Plan will be made by Reorganized NationsRent;
provided, however, that the Debtors and the Reorganized Debtors will be entitled
to transfer funds between and among themselves as they determine to be necessary
or appropriate to enable Reorganized NationsRent to satisfy their obligations
under the Plan. Any Intercompany Claims resulting from such transfers will be
accounted for and settled in accordance with the Debtors' historical
intercompany account settlement practices.

                                      -17-

<PAGE>

E.       PRESERVATION OF RIGHTS OF ACTION; SETTLEMENT OF CLAIMS AND RELEASES

         1.       PRESERVATION OF RIGHTS OF ACTION BY THE DEBTORS AND THE
REORGANIZED DEBTORS

                  Except as PROVIDED in the Plan or in any contract, instrument,
release or other agreement entered into or delivered in connection with the
Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized
Debtors will retain and may enforce any claims, demands, rights and causes of
action that any Debtor or Estate may hold against any entity. The Reorganized
Debtors or their successors may pursue such retained claims, demands, rights or
causes of action, as appropriate, in accordance with the best interests of the
Reorganized Debtors or their successors holding such claims, demands, rights or
causes of action. Further, the Reorganized Debtors retain their rights to File
and pursue any adversary proceedings against any trade creditor or vendor
related to debit balances or deposits owed to any Debtor. Notwithstanding the
foregoing, the Debtors shall transfer all Unresolved Avoidance Actions of the
Debtors against parties not released under the Plan to the Creditor Trust,
provided that the Creditor Trust must commence such Unresolved Avoidance Actions
no later than 180 days after the Effective Date.

         2.       COMPREHENSIVE SETTLEMENT OF CLAIMS AND CONTROVERSIES

                  Pursuant to Bankruptcy Rule 9019 and in consideration for the
distributions and other benefits provided under the Plan, the provisions of the
Plan, including the releases set forth in Section IV.E.3., will constitute a
good faith compromise and settlement of all claims or controversies relating to
the rights that a holder of a Claim or Interest may have with respect to any
Allowed Claim or Allowed Interest or any distribution to be made pursuant to the
Plan on account of any Allowed Claim or Allowed Interest. The entry of the
Confirmation Order will constitute the Bankruptcy Court's approval, as of the
Effective Date, of the compromise or settlement of all such claims or
controversies and the Bankruptcy Court's finding that such compromise or
settlement is in the best interests of the Debtors, the Reorganized Debtors and
their respective property and Claim and Interest holders and is fair, equitable
and reasonable.

         3.       RELEASES

                  a.       GENERAL RELEASES BY HOLDERS OF CLAIMS OR INTERESTS

                  As of the Effective Date, in consideration for, among other
things, the obligations of the Debtors and the Reorganized Debtors under the
Plan and the New Preferred Stock, the New Common Stock, New Subordinated Notes,
cash and other contracts, instruments, releases, agreements or documents to be
entered into or delivered in connection with the Plan (i) each holder of a Claim
or Interest that votes in favor of the Plan and (ii) to the fullest extent
permissible under applicable law, as such law may be extended or interpreted
subsequent to the Effective Date, each entity that has held, holds or may hold a
Claim or Interest or at any time was a creditor or stockholder of any of the
Debtors and that does not vote on the Plan or votes against the Plan, in each
case will be deemed to forever release, waive and discharge all claims
(including Derivative Claims), obligations, suits, judgments, damages, demands,
debts, rights, causes of action and liabilities (other than the right to enforce
the Debtors' or the Reorganized Debtors' obligations under the Plan and the
contracts, instruments, releases, agreements and documents delivered
thereunder), whether liquidated or unliquidated, fixed or contingent, matured or
unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter
arising in law, equity or otherwise, that are based in whole or in part on any
act, omission, transaction or other occurrence taking place on or prior to the
Effective Date in any way relating to a Debtor, the Reorganization Cases or the
Plan that such entity has, had or may have against any Debtor, any Reorganized
Debtor and each of their respective present or former directors, officers,
employees, predecessors, successors, members, attorneys, accountants,
underwriters, investment bankers, financial advisors, appraisers,
representatives and agents, acting in such capacity (which release will be in
addition to the discharge of Claims and termination of Interests provided herein
and under the Confirmation Order and the Bankruptcy Code) provided, however,
that the releases provided by this Section IV.E.3.a shall not apply to the
Retained Actions; provided further that the releases provided by this Section
IV.E.3.a shall not be binding or effective against the Securities and Exchange
Commission.

                                      -18-

<PAGE>

                  b.       GENERAL RELEASE BY THE DEBTORS

                  As of the Effective Date, pursuant to Bankruptcy Rule 9019 and
in consideration for, among other things, the concessions by the holders of Bank
Loan Claims, the members of the Creditors' Committee, the DIP Lenders and the
Amended and Restated DIP Credit Agreement Lenders made pursuant to the Plan and
otherwise, the Debtors and the Reorganized Debtors will be deemed to forever
release, waive and discharge all claims (including Derivative Claims),
obligations, suits, judgments, damages, demands, debts, rights, causes of action
and Liabilities, whether liquidated or unliquidated, fixed or contingent,
matured or unmatured, known or unknown, foreseen or unforeseen, then existing or
thereafter arising in law, equity or otherwise, that are based in whole or in
part on any act, omission, transaction or other occurrence taking place on or
prior to the Effective Date in any way relating to a Debtor, the Reorganization
cases or the Plan that such entity has, had or may have against (i) the holders
of Bank Loan Claims and each of their respective present or former directors,
officers, employees, predecessors, successors, members, attorneys, accountants,
underwriters, investment bankers, financial advisors, appraisers,
representatives and agents, acting in such capacity; (ii) the members of the
Creditors' Committee and each of their respective present or former directors,
officers, employees, attorneys, accountants, underwriters, investment bankers,
financial advisors, appraisers, representatives and agents acting in such
capacity; (iii) the DIP Lenders and each of their respective present or former
directors, officers, employees, predecessors, successors, members, attorneys,
accountants, underwriters, investment bankers, financial advisors, appraisers,
representatives and agents, acting in such capacity; (iv) the Amended and
Restated Credit Agreement Lenders and each of their respective present or former
directors, officers, employees, predecessors, successors, members, attorneys,
accountants, underwriters, investment bankers, financial advisors, appraisers,
representatives and agents, acting in such capacity; and (v) each of the present
or former directors, officers, employees, attorneys, accountants, underwriters,
investment bankers, financial advisors, appraisers, representatives and agents
of the Debtors acting in such capacity provided, however, that the releases
provided by this Section IV.E.3.b shall not apply to the Retained Actions;
provided further that the releases provided by this Section IV.E.3.b shall not
be binding or effective against the Securities and Exchange Commission..

                  c.       INJUNCTION RELATED TO RELEASES

                  AS FURTHER PROVIDED IN SECTION XI.B, THE CONFIRMATION ORDER
WILL PERMANENTLY ENJOIN THE COMMENCEMENT OR PROSECUTION BY ANY ENTITY, WHETHER
DIRECTLY, DERIVATIVELY OR OTHERWISE, OF ANY CLAIMS, OBLIGATIONS, SUITS,
JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS, CAUSES OF ACTION OR LIABILITIES
RELEASED PURSUANT TO THE PLAN.

F.       CONTINUATION OF CERTAIN EMPLOYEE, RETIREE AND WORKERS' COMPENSATION
         BENEFITS

         1.       EMPLOYEE BENEFITS

                  From and after the Effective Date, the Reorganized Debtors
intend to: (a) continue (or continue as modified or replaced) their existing
employee benefit policies, plans and agreements identified on Exhibit IV.C.3,
including: (i) medical, dental, life, travel accident and accidental death and
dismemberment insurance; (ii) sick pay, short-term disability pay and long-term
disability insurance; (iii) vacation and holiday pay; (iv) bonus and severance
programs; (v) tuition assistance policies; and (vi) qualified deferred
compensation plans; and (b) honor the emergence bonuses identified on Exhibit
IV-F.1.

         2.       RETIREE BENEFITS

                  From and after the Effective Date, the Reorganized Debtors
will be obligated to pay retiree benefits (as defined in section 1114(a) of the
Bankruptcy Code) and any similar health, disability or death benefits in
accordance with the terms of the retiree benefit plans or other agreements
governing the payment of such benefits, subject to any rights to amend, modify
or terminate such benefits under the terms of the applicable retiree benefits
plan, other agreement or applicable nonbankruptcy law.

                                      -19-

<PAGE>

         3.       WORKERS' COMPENSATION BENEFITS

                  From and after the Effective Date, the Reorganized Debtors, in
their sole discretion, may continue to pay valid Claims arising before the
Petition Date under the Debtors' workers' compensation programs.

G.       LIMITATIONS ON AMOUNTS TO BE DISTRIBUTED TO HOLDERS OF ALLOWED INSURED
         CLAIMS

                 Distributions under the Plan to each holder of an Allowed
Insured Claim will be in accordance with the treatment provided under the Plan
for the Class in which such Allowed Insured Claim is classified, but solely to
the extent that such Allowed Insured Claim is not satisfied from proceeds
payable to the holder thereof under any pertinent insurance policies and
applicable law. Nothing in this Section IV.G will constitute a waiver of any
claims, obligations, suits, judgments, damages, demands, debts, rights, causes
of action or liabilities that any entity may hold against any other entity,
including the Debtors' insurance carriers.

H.       CANCELLATION AND SURRENDER OF INSTRUMENTS, SECURITIES AND OTHER
         DOCUMENTATION

                  Except AS provided in any contract, instrument or other
agreement or document entered into or delivered in connection with the Plan, on
the Effective Date and concurrently with the applicable distributions made
pursuant to Article III, the Prepetition Credit Facility, the Old Prepetition
Credit Facility Notes, the Prepetition Indenture and the Old Senior Subordinated
Notes will be canceled and of no further force and effect, without any further
action on the part of any Debtor or Reorganized Debtor. The Old Stock of
NationsRent shall be deemed canceled and of no further force and effect on the
Effective Date. The holders of or parties to such canceled instruments,
securities and other documentation will have no rights arising from or relating
to such instruments, securities and other documentation or the cancellation
thereof, except the rights provided pursuant to the Plan; provided, however,
that no distribution under the Plan will be made to or on behalf of any holder
of an Allowed Claim evidenced by such canceled instruments or securities unless
and until such instruments or securities are received by the applicable
Disbursing Agent to the extent required in Section VI.H.

I.       RELEASE OF LIENS

                  Except as otherwise provided in the Plan or in any contract,
instrument, release or other agreement or document entered into or delivered in
connection with the Plan, on the Effective Date and concurrently with the
applicable distributions made pursuant to Article III, all mortgages, deeds of
trust, liens or other security interests against the property of any Estate will
be fully released and discharged, and all of the right, title and interest of
any holder of such mortgages, deeds of trust, liens or other security interests,
including any rights to any collateral thereunder, will revert to the applicable
Reorganized Debtor and its successors and assigns.

J.       EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS; EXEMPTION FROM CERTAIN
         TRANSFER TAXES

                  The Chairman of the Board, Chief Executive Officer, President,
Executive Vice President, Chief Financial Officer, Chief Operating Officer,
Senior Vice President or any Vice President of each Debtor or Reorganized Debtor
will be authorized to execute, deliver, file or record such contracts,
instruments, releases and other agreements or documents and take such actions as
may be necessary or appropriate to effectuate and implement the provisions of
the Plan. The Secretary or any Assistant Secretary of each Debtor or Reorganized
Debtor will be authorized to certify or attest to any of the foregoing actions.
Pursuant to section 1146(c) of the Bankruptcy Code, the following will not be
subject to any stamp tax, real estate transfer tax, sales and use tax or similar
tax: (1) the issuance, transfer or exchange of the New Preferred Stock, the New
Common Stock or the New Subordinated Notes; (2) the creation of any mortgage,
deed of trust, lien or other security interest; (3) the making or assignment of
any lease or sublease; (4) the execution and delivery of the Exit Financing
Facility; (5) any Restructuring Transaction; or (6) the making or delivery of
any deed or other instrument of transfer under, in furtherance of or in
connection with the Plan, including any merger agreements; agreements of
consolidation, restructuring, disposition, liquidation or dissolution; deeds;
bills of sale; or assignments executed in connection with any Restructuring
Transaction pursuant to the Plan.

                                      -20-

<PAGE>

K.       CREDITOR TRUST

         1.       The Creditor Trust shall be formed on the Effective Date and
shall receive all distributions made by the Disbursing Agent in respect of Class
C-4. The Debtors shall assign to the Creditor Trust their rights to: (a) object
to all Class C-4 Claims; (b) make all distributions to holders of Allowed Class
C-4 Claims; and (c)(i) pursue all Unresolved Avoidance Actions (against parties
not released under the Plan) and the Retained Actions and (ii) receive all
Unresolved Avoidance Action recoveries (against parties not released under the
Plan) and recoveries on account of the Retained Actions. The Creditor Trust
shall be administered by the Creditor Trust Trustee and all fees, costs, and
expenses incurred by the Creditor Trust shall be paid from the assets of the
Creditor Trust. Unless otherwise agreed by the Debtors, the Reorganized Debtors,
the Majority Bank Debt Holders and the Steering Committee, upon recovery of any
assets by the Creditors' Committee or the Creditor Trust, as applicable, in
connection with any Retained Action, the Creditors' Committee or the Creditor
Trust, as applicable, shall pay in cash to the Debtors or the Reorganized
Debtors any fees, expenses and other costs of the Creditors' Committee or the
Creditor Trust with the Retained Actions that were paid by the Debtors' estates
as of the Effective Date.

         2.       The Creditor Trust is intended to be treated for federal
income tax purposes as a liquidating trust for the benefit of creditors within
the meaning of Treasury Regulations section 301.7701-4(d); accordingly, the
distribution to the Creditor Trust in respect of Class C-4 shall be treated for
all purposes of the Code as a transfer of such distribution to the creditors who
are the beneficiaries of the Creditor Trust, and a transfer by the beneficiary-
creditors to the Creditor Trust, who will be treated as the grantors and deemed
owners of the Creditor Trust. The Creditor Trust Trustee shall be required by
the Creditor Trust Agreement to file federal tax returns for the Creditor Trust
as a grantor trust pursuant to Treasury Regulations section 1.67.1-4(a), and
any income of the Creditor Trust will be treated as subject to tax on a current
basis. The Creditor Trust Agreement will provide for the Creditor Trust Trustee
to pay such taxes on behalf of the beneficiary-creditors from Creditor Trust
assets. In addition, the Creditor Trust Agreement will require consistent
valuation of the property distributed to the Creditor Trust by the Creditor
Trust Trustee and the beneficiary-creditors for all federal income tax purposes.
The Creditor Trust Agreement will provide that the sole purpose of the Creditor
Trust will be to liquidate and distribute (including objecting to General
Unsecured Claims and determining the proper recipients and amounts of
distributions to be made from the Creditor Trust) the assets transferred to it
for the benefit of the beneficiary-creditors as expeditiously as reasonably
possible, recognizing that the assets distributed to the Creditor Trust are
primarily illiquid and will take some time to monetize, and not to engage in any
trade or business, and to terminate upon the completion of such liquidation and
distribution, provided, however, that the Creditor Trust will not distribute any
New Common Stock or New Preferred Stock and will be required to monetize such
securities prior to any distribution. The Creditor Trust Agreement will provide
that such termination shall occur no later than five years after the Effective
Date, unless the Bankruptcy Court shall approve an extension based upon a
finding that such an extension is necessary for the Creditor Trust to complete
its liquidating purpose. The Creditor Trust Agreement will also limit the
investment powers of the Creditor Trust Trustee in accordance with IRS Rev.
Proc. 94-45, and will require the Creditor Trust to distribute at least annually
to the beneficiary-creditors (as such may have been determined at such time) its
net income (net of any taxes paid on behalf of the beneficiary-creditors),
except for amounts retained as reasonably necessary to maintain the value of
Creditor Trust assets or to meet claims and contingent liabilities (including
Disputed Claims).

L.       ACQUISITION OF BOSTON RENTAL PARTNERS

                  After the Effective Date, the Reorganized Debtors shall have
the option to acquire (by acquisition, merger or otherwise) Boston Rental
Partners or all of its assets and liabilities for an amount equal to the capital
contributed to Boston Rental Partners plus the assumption of all indebtedness of
Boston Rental Partners plus expenses, including financing costs.

                                      -21-

<PAGE>

                                   ARTICLE V.

                             TREATMENT OF EXECUTORY
                         CONTRACTS AND UNEXPIRED LEASES

A.       EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE ASSUMED OR ASSUMED AND
         ASSIGNED

         1.       ASSUMPTION AND ASSIGNMENT GENERALLY

                  Except as otherwise provided in the Plan or in any contract,
instrument, release or other agreement or document entered into in connection
with the Plan, on the Effective Date, pursuant to section 365 of the Bankruptcy
Code, the applicable Debtor or Reorganized Debtors will assume or assume and
assign, as indicated, each of the other Executory Contracts and Unexpired Leases
listed on Exhibit V.A.1; provided, however, that the Debtors reserve the right,
at any time prior to the Effective Date, to amend Exhibit V.A.l to: (a) delete
any Executory Contract or Unexpired Lease listed therein, thus providing for its
rejection pursuant to Section V.C; (b) add any Executory Contract or Unexpired
Lease thereto, thus providing for its assumption or assumption and assignment
pursuant to this Section V.A.1; or (c) remove any Executory Contract or
Unexpired Lease listed therein and add it to Exhibit V.D, thus reserving the
right for the applicable Reorganized Debtor or Debtors to assume, assume and
assign or reject such Executory Contract or Unexpired Lease for up to 180 days
after the Effective Date. The Debtors will provide notice of any amendments to
Exhibit V.A.1 to the parties to the Executory Contracts or Unexpired Leases
affected thereby and to the parties on the then-applicable service list in the
Reorganization Cases (including counsel to the Creditors' Committee, to Fleet
Bank and to counsel to the Majority Bank Debt Holders). Each contract and lease
listed on Exhibit V.A.1 will be assumed only to the extent that any such
contract or lease constitutes an Executory Contract or Unexpired Lease. Listing
a contract or lease on Exhibit V.A.l will not constitute an admission by a
Debtor or Reorganized Debtor that such contract or lease (including any related
agreements as described in Section I.A.82 or V.A.2) is an Executory Contract or
Unexpired Lease or that a Debtor or Reorganized Debtor has any liability
thereunder.

         2.       ASSUMPTIONS AND ASSIGNMENTS OF REAL PROPERTY EXECUTORY
                  CONTRACTS AND UNEXPIRED LEASES

                  Each Real Property Executory Contract and Unexpired Lease
listed on Exhibit V.A.1 will include any modifications, amendments,
supplements, restatements or other agreements made directly or indirectly by any
agreement, instrument or other document that in any manner affects such contract
or lease, irrespective of whether such agreement, instrument or other document
is listed on Exhibit V.A.1, unless any such modification, amendment,
supplement, restatement or other agreement is rejected pursuant to Section V.C
and is listed on Exhibit V.C.

         3.       ASSIGNMENTS RELATED TO THE RESTRUCTURING TRANSACTIONS

                  As of the effective time of an applicable Restructuring
Transaction, any Executory Contract or Unexpired Lease (including any related
agreements as described in Sections I.A.82 and V.A.2) to be held by any Debtor
or another surviving, resulting or acquiring corporation in an applicable
Restructuring Transaction, will be deemed assigned to the applicable entity,
pursuant to section 365 of the Bankruptcy Code.

         4.       APPROVAL OF ASSUMPTIONS AND ASSIGNMENTS

                  a.       Except as provided in Section V.A.4.b, the
         Confirmation Order will constitute an order of the Bankruptcy Court
         approving the assumptions and assignments described in this Section V.A
         and Section V.F, pursuant to section 365 of the Bankruptcy Code, as of
         the Effective Date. An order of the Bankruptcy Court entered on or
         prior to the Confirmation Date will specify the procedures for
         providing to each party whose Executory Contract or Unexpired Lease is
         being assumed or assumed and assigned pursuant to the Plan notice of:
         (a) the contract or lease being assumed or assumed and assigned; (b)
         the Cure Amount Claim, if any, that the applicable Debtor believes it
         would be obligated to pay in connection with such assumption; and (c)
         the procedures for such party to object to the assumption or assumption
         and assignment of the applicable contract or lease or the amount of the
         proposed Cure Amount Claim.

                                      -22-

<PAGE>

                  b.       Any Order of the Bankruptcy Court entered with
         respect to the assumption of an Executory Contract or Unexpired Lease
         listed on Exhibit V.D will specify the procedures for providing to each
         party whose Executory Contract or Unexpired Lease is being assumed or
         assumed and assigned notice of: (a) the contract or lease being assumed
         or assumed and assigned; (b) the Cure Amount Claim, if any, that the
         applicable Debtor believes it would be obligated to pay in connection
         with such assumption; and (c) the procedures for such party to object
         to the assumption or assumption and assignment of the applicable
         contract or lease or the amount of the proposed Cure Amount Claim.

B.       PAYMENTS RELATED TO THE ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED
         LEASES

         1.       To the extent that such Claims constitute monetary defaults,
the Cure Amount Claims associated with each Executory Contract and Unexpired
Lease to be assumed pursuant to the Plan will be satisfied, pursuant to section
365(b)(1) of the Bankruptcy Code, at the option of the Debtor or Reorganized
Debtor assuming such contract or lease or the assignee of such Debtor or
Reorganized Debtor, if any: (a) by payment of the Cure Amount Claim in cash on
the Effective Date or (b) on such other terms as are agreed to by the parties to
such Executory Contract or Unexpired Lease. Pursuant to section 365(b)(2)(D) of
the Bankruptcy Code, no Cure Amount Claim shall be allowed for a penalty rate or
other form of default rate of interest. If there is a dispute regarding: (a) the
amount of any Cure Amount Claim; (b) the ability of the applicable Reorganized
Debtor or any assignee to provide "adequate assurance of future performance"
(within the meaning of section 365 of the Bankruptcy Code) under the contract or
lease to be assumed; or (c) any other matter pertaining to assumption or
assumption and assignment of such contract or lease, the payment of any Cure
Amount Claim required by section 365(b)(l) of the Bankruptcy Code will be made
following the entry of a Final Order resolving the dispute and approving the
assumption. For assumptions of Executory Contracts or Unexpired Leases between
Debtors, the Reorganized Debtor assuming such contract may cure any monetary
default (a) by treating such amount as either a direct or indirect contribution
to capital or distribution (as appropriate) or (b) through an intercompany
account balance in lieu of payment in cash.

         2.       To the extent that such Claims constitute monetary defaults,
the Cure Amount Claims associated with each Executory Contract and Unexpired
Lease listed on Exhibit V.D and to be assumed pursuant to an order of the
Bankruptcy Court in accordance with Section V.D will be satisfied, pursuant to
section 365(b)(l) of the Bankruptcy Code, at the option of the Reorganized
Debtor assuming such contract or lease or the assignee of such Reorganized
Debtor, if any: (a) by payment of the Cure Amount Claim in cash within five
business days of the entry of such order or (b) on such other terms as are
agreed to by the parties to such Executory Contract or Unexpired Lease. Pursuant
to section 365(b)(2)(D) of the Bankruptcy Code, no Cure Amount Claim shall be
allowed for a penalty rate or other form of default rate of interest. If there
is a dispute regarding: (a) the amount of any Cure Amount Claim; (b) the ability
of the applicable Reorganized Debtor or any assignee to provide "adequate
assurance of future performance" (within the meaning of section 365 of the
Bankruptcy Code) under the contract or lease to be assumed; or (c) any other
matter pertaining to assumption or assumption and assignment of such contract or
lease, the payment of any Cure Amount Claim required by section 365(b)(l) of the
Bankruptcy Code will be made following the entry of an order of the Bankruptcy
Court resolving the dispute and approving the assumption. For assumptions of
Executory Contracts or Unexpired Leases between Reorganized Debtors, the
Reorganized Debtor assuming such contract may cure any monetary default (a) by
treating such amount as either a direct or indirect contribution to capital or
distribution (as appropriate) or (b) through an intercompany account balance in
lieu of payment in cash.

C.       EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE REJECTED

                  On the Effective Date, except for an Executory Contract or
Unexpired Lease that was previously assumed, assumed and assigned or rejected by
an order of the Bankruptcy Court, that is assumed pursuant to Section V.A
(including any related agreements assumed pursuant to Sections I.A.82 and V.A.2)
or that is listed on Exhibit V.D in accordance with Section V.D, each Executory
Contract and Unexpired Lease entered into by a Debtor prior to the Petition Date
that has not previously expired or terminated pursuant to its own terms will be
rejected pursuant to section 365 of the Bankruptcy Code. The Executory Contracts
and Unexpired Leases to be rejected will include the Executory Contracts and
Unexpired Leases listed on Exhibit V.C. Each contract and lease listed on
Exhibit V.C will be rejected only to the extent that any such contract or lease
constitutes an Executory Contract or Unexpired Lease. Listing a contract or
lease on Exhibit V.C will not constitute an admission by a Debtor or Reorganized
Debtor that such contract or lease (including related agreements as described in

                                      -23-

<PAGE>

Section I.A.82) is an Executory Contract or Unexpired Lease or that a Debtor or
Reorganized Debtor has any liability thereunder. Any Executory Contract and
Unexpired Lease not listed on Exhibit V.A.l; not previously assumed, assumed and
assigned or rejected by an order of the Bankruptcy Court; and not listed on
Exhibit V.D in accordance with Section V.D will be deemed rejected irrespective
of whether such contract is listed on Exhibit V.C. The Confirmation Order will
constitute an order of the Bankruptcy Court approving such rejections, pursuant
to section 365 of the Bankruptcy Code, as of the Effective Date.

D.       EXECUTORY CONTRACTS SUBJECT TO RESERVATION OF RIGHT TO ASSUME, ASSUME
         AND ASSIGN OR REJECT

                  Except as otherwise provided in the Plan or in any contract,
instrument, release or other agreement or document entered into in connection
with the Plan pursuant to section 365 of the Bankruptcy Code, the applicable
Debtor or Reorganized Debtor shall have 180 days following the Effective Date to
file a motion or motions seeking to assume, assume and assign or reject each of
the Executory Contracts and Unexpired Leases to which the Debtors were a party
as of the Petition Date that are listed on Exhibit V.D. The Confirmation Order
shall provide (1) for the retention of jurisdiction by the Bankruptcy Court to
consider such motion or motions and (2) that the Debtors or Reorganized Debtors
shall comply with the section 365 of the Bankruptcy Code until such time as the
Bankruptcy Court enters an order with respect to such motion or motions.

E.       BAR DATE FOR REJECTION DAMAGES

                  Notwithstanding anything in the Bar Date Order to the
contrary, if the rejection of an Executory Contract or Unexpired Lease gives
rise to a Claim (including any Claims arising from those indemnification
obligations described in Section V.F.1) by the other party or parties to such
contract or lease, such Claim will be forever barred and will not be enforceable
against the Debtors, the Reorganized Debtors, their respective successors or
their respective properties unless a proof of Claim is Filed and served on the
Reorganized Debtors, pursuant to the procedures specified in the Confirmation
Order and the notice of the entry of the Confirmation Order or another order of
the Bankruptcy Court, on the later to occur of (1) 60 days after the Effective
Date or (2) 60 days after the date of entry of an Order rejecting such Executory
Contract or Unexpired Lease. All Claims resulting from the rejection of an
Executory Contract or Unexpired Lease will be satisfied from the Creditor Trust,
to the extent that such Claims constitute Unsecured Claims not entitled to
priority treatment pursuant to section 507 of the Bankruptcy Code.

F.       SPECIAL EXECUTORY CONTRACT AND UNEXPIRED LEASE ISSUES

         1.       OBLIGATIONS TO INDEMNIFY DIRECTORS, OFFICERS AND EMPLOYEES

                  The obligations of each Debtor or Reorganized Debtor to
indemnify any person serving as one of its directors, officers or employees
prior to or following the Petition Date by reason of such person's prior or
future service in such a capacity or as a director, officer or employee of
another corporation, partnership or other legal entity, to the extent provided
in the applicable certificates of incorporation, by-laws or similar constituent
documents, by statutory law or by written agreement, policies or procedures of
or with such Debtor, will be deemed and treated as executory contracts that are
assumed by the applicable Debtor or Reorganized Debtor pursuant to the Plan and
section 365 of the Bankruptcy Code as of the Effective Date. Accordingly, such
indemnification obligations will survive and be unaffected by entry of the
Confirmation Order, irrespective of whether such indemnification is owed for an
act or event occurring before OR after the Petition Date; provided, however,
that the obligations set forth in this Section V.F.l shall not apply to Retained
Actions that are Unresolved Avoidance Actions.

         2.       REINSTATEMENT OF ALLOWED SECONDARY LIABILITY CLAIMS ARISING
                  FROM OR RELATED TO EXECUTORY CONTRACTS OR UNEXPIRED LEASES
                  ASSUMED BY THE DEBTORS

                  On the Effective Date, in accordance with Section III.D.l, any
Allowed Secondary Liability Claim arising from or related to any Debtor's joint
or several liability for the obligations under or with respect to: (a) any
Executory Contract or Unexpired Lease that is being assumed or deemed assumed
pursuant to section 365 of the Bankruptcy Code by another Debtor; (b) any
Executory Contract or Unexpired Lease that is being assumed by and

                                      -24-

<PAGE>

assigned to another Debtor; or (c) a Reinstated Claim will be Reinstated.
Accordingly, such Allowed Secondary Liability Claims will survive and be
unaffected by entry of the Confirmation Order.

G.       CONTRACTS AND LEASES ENTERED INTO AFTER THE PETITION DATE

                  Contracts and leases entered into after the Petition Date by
any Debtor, including any Executory Contracts and Unexpired Leases assumed by
such Debtor, will be performed by the Debtor or Reorganized Debtor liable
thereunder in accordance with the terms and conditions of such contracts and
leases in the ordinary course of its business. Accordingly, such contracts and
leases and other obligations (including any assumed Executory Contracts and
Unexpired Leases) will survive and REMAIN unaffected by entry of the
Confirmation Order.

                                   ARTICLE VI

                       PROVISIONS GOVERNING DISTRIBUTIONS

A.       DISTRIBUTIONS FOR CLAIMS ALLOWED AS OF THE EFFECTIVE DATE

                  Except as otherwise provided in Article VI, distributions to
be made on the Effective Date to holders of Claims that are allowed as of the
Effective Date will be deemed made on the Effective Date if made on the
Effective Date or as promptly thereafter as practicable, but in any event no
later than: (a) 60 days after the Effective Date or (b) such later date when the
applicable conditions of Section V.B (regarding cure payments for Executory
Contracts and Unexpired Leases being assumed), Section VI.D.2 (regarding
undeliverable distributions) or Section VI.H (regarding surrender of canceled
instruments and securities) are satisfied. Distributions on account of Claims
that become Allowed Claims after the Effective Date will be made pursuant to
Sections VI.G and VII.C.

B.       METHOD OF DISTRIBUTIONS TO HOLDERS OF CLAIMS

                  Reorganized NationsRent or such Third Party Disbursing Agents
as Reorganized NationsRent may employ in its sole discretion, will make all
distributions of cash, New Preferred Stock, New Common Stock, New Subordinated
Notes and other instruments or documents required under the Plan. Each
Disbursing Agent will serve without bond, and any Disbursing Agent may employ or
contract with other entities to assist in or make the distributions required by
the Plan. The Creditor Trust will make all distributions to holders of Allowed
Unsecured Claims upon receipt of such distributions from a Disbursing Agent.

C.       COMPENSATION AND REIMBURSEMENT FOR SERVICES RELATED TO DISTRIBUTIONS

                  Each Third Party Disbursing Agent providing services related
to distributions pursuant to the Plan will receive from Reorganized NationsRent,
without further Bankruptcy Court approval, reasonable compensation for such
services and reimbursement of reasonable out-of-pocket expenses incurred in
connection with such services. These payments will be made on terms agreed to
with Reorganized NationsRent and will not be deducted from distributions to be
made pursuant to the Plan to holders of Allowed Claims receiving distributions
from a Third Party Disbursing Agent.

D.       DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS

         1.       DELIVERY OF DISTRIBUTIONS

                  a.       GENERALLY

                  Except as provided in Section VI.D.1.b and VI.D.1.c,
distributions to holders of Allowed Claims will be made by a Disbursing Agent
(a) at the addresses set forth on the respective proofs of Claim Filed by
holders of such Claims; (b) at the addresses set forth in any written
certification of address change delivered to the Disbursing Agent (including
pursuant to a letter of transmittal delivered to a Disbursing Agent) after the
date of Filing of any related proof of Claim; or (c) at the addresses reflected
in the applicable Debtor's Schedules if no proof of Claim has been Filed and the
Disbursing Agent has not received a written notice of a change of address.

                                       -25-

<PAGE>

                  b.       SPECIAL PROVISIONS FOR DISTRIBUTIONS TO HOLDERS OF
                           ALLOWED UNSECURED CLAIMS

                  For the purposes of distributions to the holders of Allowed
Unsecured Claims, the Creditor Trust shall be deemed to be the sole holder of
such Claims. All distributions on account of Allowed Unsecured Claims shall be
distributed to the Creditor Trust for further distribution to the holders of
such Claims pursuant to the terms and conditions of the Creditor Trust Agreement
and the Plan.

                  c.       SPECIAL PROVISIONS FOR DISTRIBUTIONS TO HOLDERS OF
                           OLD SENIOR SUBORDINATED DEBT CLAIMS

                  For the purposes of distributions of Creditor Trust
Participation Certificates to the holders of Allowed Old Senior Subordinated
Note Claims, the Indenture Trustee shall be deemed to be the sole holder of such
Claims. All distributions of Creditor Trust Participation Certificates on
account of Allowed Old Senior Subordinated Note Claims shall be distributed to
the Indenture Trustee for further distribution to the holders of such Claims
pursuant to the terms and conditions of the Prepetition Indenture, the Plan and
the Creditor Trust Agreement. On the Effective Date, the obligations under the
Old Senior Subordinated Notes and the Prepetition Indenture shall be deemed
terminated, canceled and extinguished (all without any further action by any
person or the Bankruptcy Court) and shall have no further legal effect other
than as evidence of any right to receive distributions under the Plan and the
Creditor Trust Agreement; provided, however, that the Old Senior Subordinated
Notes shall not be deemed canceled on the books and records of the Indenture
Trustee, the applicable securities depositories, clearing systems or broker,
bank or custodial participants in the clearing system so as to facilitate
distributions TO the holders of the Old Senior Subordinated Notes. The authority
of the Indenture Trustee under the Prepetition Indenture shall be terminated as
of the Effective Date; provided, however, that the Prepetition Indenture shall
continue in effect solely for the purposes of (i) allowing the Indenture Trustee
to make the distributions of Creditor Trust Participation Certificates as
provided for in the Plan and the Creditor Trust Agreement and to perform any and
all current and future administrative functions and (ii) permitting the
Indenture Trustee to maintain its continuing charging lien against any and all
distributions payable to the holders of the Old Senior Subordinated Notes to the
extent that the Indenture Trustee has not received or does not receive payment
for fees, costs and expenses incurred in the performance of any function
associated with the Prepetition Indenture or the Plan.

         2.       UNDELIVERABLE DISTRIBUTIONS HELD BY DISBURSING AGENTS

                  a.       HOLDING AND INVESTMENT OF UNDELIVERABLE DISTRIBUTIONS

                  If any distribution to a holder of an Allowed Claim is
returned to a Disbursing Agent as undeliverable, no further distributions will
be made to such holder unless and until the applicable Disbursing Agent is
notified by written certification of such holder's then-current address.
Undeliverable distributions will remain in the possession of the applicable
Disbursing Agent pursuant to this Section VI.D.2.a until such time as a
distribution becomes deliverable. Undeliverable cash will be held in segregated
bank accounts in the name of the applicable Disbursing Agent for the benefit of
the potential claimants of such funds. Any Disbursing Agent holding
undeliverable cash will invest such cash in a manner consistent with the
Reorganized Debtors' investment and deposit guidelines.

                  b.       AFTER DISTRIBUTIONS BECOME DELIVERABLE

                  On each Quarterly Distribution Date, the applicable Disbursing
Agents will make all distributions that become deliverable to holders of Allowed
Claims during the preceding calendar quarter. Each such distribution will
include, to the extent applicable: (i) a Pro Rata share of dividends or other
distributions, if any, that were previously paid to the Disbursing Agent in
respect of any New Preferred Stock or New Common Stock included in such
distribution and (ii) a Pro Rata share of the Cash Investment Yield from the
investment of any undeliverable cash (including dividends or other distributions
on undeliverable New Common Stock) from the date that such distribution would
have first been due had it then been deliverable to the date that such
distribution becomes deliverable.

                                      -26-

<PAGE>

                  c.       FAILURE TO CLAIM UNDELIVERABLE DISTRIBUTIONS

                  Any holder of an Allowed Claim that does not assert a claim
pursuant to the Plan for an undeliverable distribution to be made by a
Disbursing Agent within two years after the later of (a) the Effective Date and
(b) the last date on which a distribution was deliverable to such holder will
have its claim for such undeliverable distribution discharged and will be
forever barred from asserting any such claim against the Reorganized Debtors or
their respective property. Unclaimed distributions will become property of
Reorganized NationsRent, free of any restrictions thereon, and any such
distributions held by a Third Party Disbursing Agent will be returned to
Reorganized NationsRent. Nothing contained in the Plan will require any Debtor,
Reorganized Debtor or Disbursing Agent to attempt to locate any holder of an
Allowed Claim.

E.       DISTRIBUTION RECORD DATE

         1.       A Disbursing Agent will have no obligation to recognize the
transfer of, or the sale of any participation in, any Allowed Bank Loan Claim
that occurs after the close of business on the Distribution Record Date and will
be entitled for all purposes herein to recognize and make distributions only to
those holders of Allowed Bank Loan Claims that are holders of such Claims, or
participants therein, as of the close of business on the Distribution Record
Date.

         2.       As of the close of business on the Distribution Record Date,
the respective transfer registers for the Old Senior Subordinated Notes, as
maintained by the Debtors or the Indenture Trustee, will be closed. The
applicable Disbursing Agent will have no obligation to recognize the transfer or
sale of any Old Senior Subordinated Note Claim that occurs after the close of
business on the Distribution Record Date and will be entitled for all purposes
herein to recognize and make distributions only to those holders of Old Senior
Subordinated Note Claims who are holders of such Claims as of the close of
business on the Distribution Record Date.

         3.       Except as otherwise provided in a Final Order of the
Bankruptcy Court, the transferees of Claims in Class C-4 that are transferred
pursuant to Bankruptcy Rule 3001 on or prior to the Distribution Record Date
will be treated as the holders of such Claims for all purposes, notwithstanding
that any period provided by Bankruptcy Rule 3001 for objecting to such transfer
has not expired by the Distribution Record Date.

F.       MEANS OF CASH PAYMENTS

                  Except as otherwise specified herein, cash payments made
pursuant to the Plan to holders of Claims will be in U.S. currency by checks
drawn on a domestic bank selected by Reorganized NationsRent or, at the option
of Reorganized NationsRent, by wire transfer from a domestic bank; provided,
however, that cash payments to foreign holders of Allowed Trade Claims may be
made, at the option of Reorganized NationsRent, in such funds and by such means
as are necessary or customary in a particular foreign jurisdiction.

G.       TIMING AND CALCULATION OF AMOUNTS TO BE DISTRIBUTED

         1.       ALLOWED CLAIMS

                  On the Effective Date, each holder of an Allowed Claim will
receive the full amount of the distributions that the Plan provides for Allowed
Claims in the applicable Class. Other than with respect to distributions to be
made to holders of Allowed Unsecured Claims pursuant to the Creditor Trust, on
each Quarterly Distribution Date, distributions also will be made, pursuant to
Section VII.C, to holders of Disputed Claims in any such Class that were allowed
during the preceding calendar quarter. Such quarterly distributions also will be
in the full amount that the Plan provides for Allowed Claims in the applicable
Class.

         2.       DISTRIBUTIONS OF NEW PREFERRED AND NEW COMMON STOCK

                  Notwithstanding any other provision of the Plan, only whole
numbers of shares of New Preferred and New Common Stock will be issued. When any
distribution on account of an Allowed Claim in Class C-1 or Class C-4 would
otherwise result in the issuance of a number of shares of New Preferred or New
Common Stock

                                      -27-

<PAGE>

that is not a whole number, the actual distribution of shares of such stock will
be rounded to the next higher or lower whole number as follows: (a) fractions
equal to or greater than 1/2 will be rounded to the next higher whole number and
(b) fractions less than 5 will be rounded to the next lower whole number. The
total number of shares of New Preferred and New Common Stock to be distributed
on account of Allowed Claims will be adjusted as necessary to account for the
rounding provided for in this Section VI.G.2. No consideration will be provided
in lieu of fractional shares that are rounded down.

         3.       DISTRIBUTIONS OF NEW SUBORDINATED NOTES

                  Notwithstanding any other provision of the Plan, the New
Subordinated Notes will be issued in ten dollar increments. When any
distribution on account of an Allowed Claim in Class C-l or Class C-4 would
otherwise result in the issuance of a New Subordinated Note that is not in a ten
dollar increment, the actual distribution of such note will be rounded to the
next higher or lower ten dollar increment as follows: (a)notes ending in amounts
of five dollars or greater will be rounded to the next higher ten dollar
increment and (b)notes ending in amounts of less than five dollars will be
rounded to the next lower ten dollar increment. The total number of New
Subordinated Notes to be distributed on account of Allowed Claims will be
adjusted as necessary to account for the rounding provided for in this Section
VI.G.3. No consideration will be provided in lieu of New Subordinated Term Notes
that are rounded down.

         4.       DE MINIMIS DISTRIBUTIONS

                  No Disbursing Agent will distribute cash to the holder of an
Allowed Claim in an impaired Class if the amount of cash to be distributed on
account of such Claim is less than $25. Any holder of an Allowed Claim on
account of which the amount of cash to be distributed is less than $25 will have
its claim for such distribution discharged and will be forever barred from
asserting any such claim against the Reorganized Debtors or their respective
property. Any cash not distributed pursuant to this Section VI.G.4 will be the
property of Reorganized NationsRent, free of any restrictions thereon, and any
such cash held by a Third Party Disbursing Agent will be returned to Reorganized
NationsRent.

         5.       COMPLIANCE WITH TAX REQUIREMENTS

                  a.       In connection with the Plan, to the extent
         applicable, each Disbursing Agent will comply with all Tax withholding
         and reporting requirements imposed on it by any governmental unit, and
         all distributions pursuant to the Plan will be subject to such
         withholding and reporting requirements. Each Disbursing Agent will be
         authorized to take any actions that may be necessary or appropriate to
         comply with such withholding and reporting requirements.

                  b.       Notwithstanding any other provision of the Plan, each
         entity receiving a distribution of cash, New Preferred Stock, New
         Common Stock or New Subordinated Notes pursuant to the Plan will have
         sole and exclusive responsibility for the satisfaction and payment of
         any Tax obligations imposed on it by any governmental unit on account
         of such distribution, including income, withholding and other Tax
         obligations.

H.       SURRENDER OF CANCELED INSTRUMENTS OR SECURITIES

                  As a condition precedent to receiving any distribution
pursuant to the Plan on account of an Allowed Claim evidenced by the notes,
instruments, securities or other documentation canceled pursuant to Section
IV.H, the holder of such Claim must tender, as specified in this Section VI.H,
the applicable notes, instruments, securities or other documentation evidencing
such Claim to the applicable Disbursing Agent, together with any letter of
transmittal required by such Disbursing Agent. Pending such surrender, any
distributions pursuant to the Plan on account of any such Claim will be treated
as an undeliverable distribution pursuant to Section VI.D.2.

                                      -28-

<PAGE>

I.       SETOFFS

                  Except with respect to claims of a Debtor or Reorganized
Debtor released pursuant to the Plan or any contract, instrument, release or
other agreement or document entered into or delivered in connection with the
Plan, the Reorganized Debtors or, as instructed by the applicable Reorganized
Debtor, a Third Party Disbursing Agent may, pursuant to section 553 of the
Bankruptcy Code or applicable nonbankruptcy law, set off against any Allowed
Claim and the distributions to be made pursuant to the Plan on account of such
Claim (before any distribution is made on account of such Claim) the claims,
rights and causes of action of any nature that the applicable Debtor or
Reorganized Debtor may hold against the holder of such Allowed Claim; provided,
however, that neither the failure to effect a setoff nor the allowance of any
Claim hereunder will constitute a waiver or release by the applicable Debtor or
Reorganized Debtor of any claims, rights and causes of action that the Debtor or
Reorganized Debtor may possess against such a Claim holder.

J.       ALLOCATION OF PAYMENTS

                  Amounts paid to holders of Claims in satisfaction thereof
shall be allocated first to the principal amounts of such Claims, with any
excess being allocated to interest that has accrued on such Claims but remains
unpaid.

                                   ARTICLE VII.

                    PROCEDURES FOR RESOLVING DISPUTED CLAIMS

A.       PROSECUTION OF OBJECTIONS TO CLAIMS

         1.       OBJECTIONS TO CLAIMS

                  All objections to Claims must be Filed and served on the
holders of such Claims by the Claims Objection Bar Date, and, if Filed prior to
the Effective Date, such objections will be served on the parties on the
then-applicable service list in the Reorganization Cases. If an objection has
not been Filed to a proof of Claim or a scheduled Claim by the Claims Objection
Bar Date, the Claim to which the proof of Claim or scheduled Claim relates will
be treated as an Allowed Claim if such Claim has not been allowed earlier. An
objection is deemed to have been timely Filed as to all Tort Claims, thus making
each such Claim a Disputed Claim as of the Claims Objection Bar Date. Each such
Tort Claim will remain a Disputed Claim until it becomes an Allowed Claim in
accordance with Section I.A.3.

         2.       AUTHORITY TO PROSECUTE OBJECTIONS

                  After the Confirmation Date, the Debtors or the Reorganized
Debtors, and the Creditor Trust with respect to Unsecured Claims, will have the
authority to File, settle, compromise, withdraw or litigate to judgment
objections to Claims, including pursuant to any alternative dispute resolution
or similar procedures approved by the Bankruptcy Court. After the Effective
Date, only the Creditor Trust may prosecute, settle, compromise or withdraw
objections to Unsecured Claims. As of the Effective Date, the right to
prosecute, settle, compromise or withdraw objections to Unsecured Claims that
were filed prior to the Effective Date shall be transferred to the Creditor
Trust. The Reorganized Debtors shall provide the Creditor Trust Trustee
(including its representatives and agents) with reasonable access to their
books, records and employees for the purpose of allowing the Creditor Trust
Trustee to investigate and/or prosecute objections to Unsecured Claims and
Unresolved Avoidance Actions.

B.       TREATMENT OF DISPUTED CLAIMS

                  Notwithstanding any other provisions of the Plan, no payments
or distributions will be made on account of a Disputed Claim until such Claim
becomes an Allowed Claim.

                                      -29-

<PAGE>

C.       DISTRIBUTIONS ON ACCOUNT OF DISPUTED CLAIMS ONCE ALLOWED

                  On each Quarterly Distribution Date, the applicable Disbursing
Agent will make all distributions on account of any Disputed Claim that has
become an Allowed Claim during the preceding calendar quarter. Such
distributions will be made pursuant to the provisions of the Plan governing the
applicable Class.

                                  ARTICLE VIII.

                    SUBSTANTIVE CONSOLIDATION OF THE DEBTORS

                  The Debtors reserve the right to seek the entry of an order of
the Bankruptcy Court providing for the substantive consolidation of some or all
of the Debtors for the purpose of implementing the Plan, including for purposes
of voting, Confirmation and distributions to be made under the Plan, subject to
the right of any party in interest to object to such relief.

                                   ARTICLE IX.

                      CONDITIONS PRECEDENT TO CONFIRMATION
                          AND CONSUMMATION OF THE PLAN

A.       CONDITIONS TO CONFIRMATION

                  The Bankruptcy Court will not enter the Confirmation Order
unless and until the following conditions have been satisfied or duly waived
pursuant to Section IX.C:

         1.       The Confirmation Order will be reasonably acceptable in form
and substance to the Plan Proponents.

         2.       The Debtors shall have received a binding, unconditional
(except for a normal "market-out" condition, for conditions relating to
occurrence of the Effective Date and other customary conditions precedent in
financings of this type) commitment for the Exit Financing Facility on terms and
conditions satisfactory to the Plan Proponents.

         3.       All Exhibits to the Plan are in form and substance reasonably
satisfactory to the Plan Proponents.

B.       CONDITIONS TO THE EFFECTIVE DATE

                  The Effective Date will not occur and the Plan will not be
consummated unless and until each of the following conditions have been
satisfied or duly waived pursuant to Section IX-C:

         1.       The Bankruptcy Court shall have entered an order (contemplated
to be part of the Confirmation Order) approving and authorizing the Debtors and
the Reorganized Debtors to take all actions necessary or appropriate to
implement the Plan, including completion of the Restructuring Transactions and
other transactions contemplated by the Plan and the implementation and
consummation of contracts, instruments, releases and other agreements or
documents created in connection with the Plan.

         2.       The documents effectuating the Exit Financing Facility are in
form and substance satisfactory to the Plan Proponents, such documents have been
executed and delivered and all conditions to funding have been satisfied or
waived.

C.       WAIVER OF CONDITIONS TO THE CONFIRMATION OR EFFECTIVE DATE

                  The conditions to Confirmation set forth in Section IX.A and
the conditions to the Effective Date set forth in Section IX.B may be waived in
whole or part by the Plan Proponents at any time without an order of the
Bankruptcy Court.

                                      -30-

<PAGE>

D.       EFFECT OF NONOCCURRENCE OF CONDITIONS TO THE EFFECTIVE DATE

                  If each of the conditions to the Effective Date is not
satisfied or duly waived in accordance with Section IX.C, then upon motion by
the Debtors made before the time that each of such conditions has been satisfied
or duly waived and upon notice to such parties in interest as the Bankruptcy
Court may direct, the Confirmation Order will be vacated by the Bankruptcy
Court provided, however, that, notwithstanding the Filing of such motion, the
Confirmation Order may not be vacated if each of the conditions to the Effective
Date is either satisfied or duly waived before the Bankruptcy Court enters an
order granting such motion. If the Confirmation Order is vacated pursuant to
this Section IX.D, (1) the Plan will be null and void in all respects, including
with respect to: the discharge of Claims and termination of Interests pursuant
to section 1141 of the Bankruptcy Code and (2)nothing contained in the Plan
will: (a) constitute a waiver or release of any claims by or against, or any
Interest in, the Debtors; or (b) prejudice in any manner the rights of the
Debtors or any other party in interest.

                                   ARTICLE X.

                                    CRAMDOWN

                  The Debtors request Confirmation under section 1129(b) of the
Bankruptcy Code with respect to any impaired Class that does not accept the Plan
pursuant to section 1126 of the Bankruptcy Code. The Debtors reserve the right
to modify the Plan to the extent, if any, that Confirmation pursuant to section
1129(b) of the Bankruptcy Code requires modification.

                                   ARTICLE XI.

                       DISCHARGE, TERMINATION, INJUNCTION
                            AND SUBORDINATION RIGHTS

A.       DISCHARGE OF CLAIMS AND TERMINATION OF INTERESTS

         1.       Except as provided in the Plan or in the Confirmation Order,
the rights afforded under the Plan and the treatment of Claims and Interests
under the Plan will be in exchange for and in complete satisfaction, discharge
and release of all Claims and termination of all Interests arising on or before
the Effective Date, including any interest accrued on Claims from the Petition
Date. Except as provided in the Plan or in the Confirmation Order, Confirmation
will, as of the Effective Date: (a)discharge the Debtors from all Claims or
other debts that arose on or before the Effective Date, and all debts of the
kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code,
whether or not (i) a proof of Claim based on such debt is Filed or deemed Filed
pursuant to section 501 of the Bankruptcy Code, (ii) a Claim based on such debt
is allowed pursuant to section 502 of the Bankruptcy Code or (iii) the holder of
a Claim based on such debt has accepted the Plan; and (b) terminate all
Interests and other rights of equity security holders in the Debtors.

         2.       In accordance with the foregoing, except as provided in the
Plan or the Confirmation Order, the Confirmation Order will be a judicial
determination, as of the Effective Date, of a discharge of all Claims and other
debts and liabilities against the Debtors and a termination of all Interests and
other rights of equity security holders in the Debtors, pursuant to sections 524
and 1141 of the Bankruptcy Code, and such discharge will void any judgment
obtained against a Debtor at any time, to the extent that such judgment relates
to a discharged Claim or terminated Interest.

B.       INJUNCTIONS

         1.       EXCEPT AS PROVIDED IN THE PLAN OR THE CONFIRMATION ORDER, AS
OF THE EFFECTIVE DATE, ALL ENTITIES THAT HAVE HELD, CURRENTLY HOLD OR MAY HOLD A
CLAIM OR OTHER DEBT OR LIABILITY THAT IS DISCHARGED OR AN INTEREST OR OTHER
RIGHT OF AN EQUITY SECURITY HOLDER THAT IS TERMINATED PURSUANT TO THE TERMS OF
THE PLAN WILL BE PERMANENTLY ENJOINED FROM TAKING ANY OF THE FOLLOWING ACTIONS
ON ACCOUNT OF ANY SUCH DISCHARGED CLAIMS, DEBTS OR LIABILITIES OR TERMINATED
INTERESTS OR RIGHTS: (A) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR
OTHER PROCEEDING AGAINST THE DEBTORS, THE REORGANIZED DEBTORS OR THEIR
RESPECTIVE PROPERTY, OTHER THAN TO ENFORCE ANY RIGHT

                                      -31-

<PAGE>

PURSUANT TO THE PLAN TO A DISTRIBUTION; (b) ENFORCING, ATTACHING, COLLECTING OR
RECOVERING IN ANY MANNER ANY JUDGMENT, AWARD, DECREE OR ORDER AGAINST THE
DEBTORS, THE REORGANIZED DEBTORS OR THEIR RESPECTIVE PROPERTY, OTHER THAN AS
PERMITTED PURSUANT TO (a) ABOVE; (c) CREATING, PERFECTING OR ENFORCING ANY LIEN
OR ENCUMBRANCE AGAINST THE DEBTORS, THE REORGANIZED DEBTORS OR THEIR RESPECTIVE
PROPERTY; (d) ASSERTING A SETOFF RIGHT OF SUBROGATION OR RECOUPMENT OF ANY KIND
AGAINST ANY DEBT, LIABILITY OR OBLIGATION DUE TO THE DEBTORS OR THE REORGANIZED
DEBTORS; AND (e) COMMENCING OR CONTINUING ANY ACTION, IN ANY MANNER, IN ANY
PLACE THAT DOES NOT COMPLY WITH OR IS INCONSISTENT WITH THE PROVISIONS OF THE
PLAN.

         2.       AS OF THE EFFECTIVE DATE, ALL ENTITIES THAT HAVE HELD,
CURRENTLY HOLD OR MAY HOLD ANY CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES,
DEMANDS, DEBTS, RIGHTS, CAUSES OF ACTION OR LIABILITIES THAT ARE RELEASED
PURSUANT TO THE PLAN WILL BE PERMANENTLY ENJOINED FROM TAKING ANY OF THE
FOLLOWING ACTIONS AGAINST ANY RELEASED ENTITY OR ITS PROPERTY ON ACCOUNT OF SUCH
RELEASED CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS,
CAUSES OF ACTION OR LIABILITIES: (A) COMMENCING OR CONTINUING IN ANY MANNER ANY
ACTION OR OTHER PROCEEDING; (B) ENFORCING, ATTACHING, COLLECTING OR RECOVERING
IN ANY MANNER ANY JUDGMENT, AWARD, DECREE OR ORDER; (C) CREATING, PERFECTING OR
ENFORCING ANY LIEN OR ENCUMBRANCE; (D) ASSERTING A SETOFF, RIGHT OF SUBROGATION
OR RECOUPMENT OF ANY KIND AGAINST ANY DEBT, LIABILITY OR OBLIGATION DUE TO ANY
RELEASED ENTITY; AND (E) COMMENCING OR CONTINUING ANY ACTION, IN ANY MANNER, IN
ANY PLACE THAT DOES NOT COMPLY WITH OR IS INCONSISTENT WITH THE PROVISIONS OF
THE PLAN.

         3.       BY ACCEPTING DISTRIBUTIONS PURSUANT TO THE PLAN, EACH HOLDER
OF AN ALLOWED CLAIM RECEIVING DISTRIBUTIONS PURSUANT TO THE PLAN WILL BE DEEMED
TO HAVE SPECIFICALLY CONSENTED TO THE INJUNCTIONS SET FORTH IN THIS SECTION
XI.B.

C.       SUBORDINATION RIGHTS

                  Except as set forth in Section III.B.l.a, the classification
and manner of satisfying Claims and Interests under the Plan does not take into
consideration subordination rights, and nothing in the Plan or Confirmation
Order shall affect any subordination rights that a holder of a Claim may have
with respect to any distribution to be made pursuant to the Plan, whether
arising under general principles of equitable subordination, contract,
section 510(c) of the Bankruptcy Code or otherwise.

                                   ARTICLE XII.

                            RETENTION OF JURISDICTION

                  Notwithstanding the entry of the Confirmation Order and the
occurrence of the Effective Date, the Bankruptcy Court will retain such
jurisdiction over the Reorganization Cases after the Effective Date as is
legally permissible, including jurisdiction to:

         1.       Allow, disallow, determine, liquidate, classify, estimate or
establish the priority or secured or unsecured status of any Claim or Interest,
including the resolution of any request for payment of any Administrative Claim;
the resolution of any objections to the allowance, priority or classification of
Claims or Interests;

         2.       Grant or deny any applications for allowance of compensation
or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the
Plan for periods ending on or before the Effective Date;

         3.       Resolve any matters, in accordance with Article V or
otherwise, related to the assumption, assumption and assignment or rejection of
any Executory Contract or Unexpired Lease to which any Debtor is a party or with
respect to which any Debtor or Reorganized Debtor may be liable and to hear,
determine and, if necessary, liquidate any Claims arising therefrom, including
any Cure Amount Claims;

         4.       Ensure that distributions to holders of Allowed Claims are
accomplished pursuant to the provisions of the Plan;

                                      -32-

<PAGE>

         5.       Decide or resolve any motions, adversary proceedings,
contested or litigated matters and any other matters, and grant or deny any
applications involving the Debtors that may be pending on the Effective Date or
brought thereafter;

         6.       Enter such orders as may be necessary or appropriate to
implement or consummate the provisions of the Plan and all contracts,
instruments, releases and other agreements or documents entered into or
delivered in connection with the Plan, the Disclosure Statement or the
Confirmation Order;

         7.       Resolve any cases, controversies, suits or disputes that may
arise in connection with the consummation, interpretation or enforcement of the
Plan or any contract, instrument, release or other agreement or document, other
than with respect to the Exit Financing Facility, that is entered into or
delivered pursuant to the Plan or any entity's rights arising from or
obligations incurred in connection with the Plan or such documents;

         8.       Modify the Plan before or after the Effective Date pursuant to
section 1127 of the Bankruptcy Code; modify the Disclosure Statement, the
Confirmation Order or any contract, instrument, release or other agreement or
document, other than with respect to the Exit Financing Facility, entered into
or delivered in connection with the Plan, the Disclosure Statement or the
Confirmation Order; or remedy any defect or omission or reconcile any
inconsistency in any Bankruptcy Court order, the Plan, the Disclosure Statement,
the Confirmation Order or any contract, instrument, release or other agreement
or document entered into, delivered or created in connection with the Plan, the
Disclosure Statement or the Confirmation Order, in such manner as may be
necessary or appropriate to consummate the Plan;

         9.       Issue injunctions, enforce the injunctions contained in the
Plan and the Confirmation Order, enter and implement other orders or take such
other actions as may be necessary or appropriate to restrain interference by any
entity with consummation, implementation or enforcement of the Plan or the
Confirmation Order;

         10.      Enter and implement such orders as are necessary or
appropriate if the Confirmation Order is for any reason or in any respect
modified, stayed, reversed, revoked or vacated or distributions pursuant to the
Plan are enjoined or stayed;

         11.      Determine any other matters that may arise in connection with
or relate to the Plan, the Disclosure Statement, the Confirmation Order or any
contract, instrument, release or other agreement or document, other than with
respect to the Exit Financing Facility, entered into or delivered in connection
with the Plan, the Disclosure Statement or the Confirmation Order;

         12.      Enter a final decree closing the Reorganization Cases; and

         13.      Determine matters concerning state, local and federal Taxes in
accordance with sections 346, 505 and 1146 of the Bankruptcy Code, including
any Disputed Claims for Taxes.

                                  ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

A.       DISSOLUTION OF THE CREDITORS' COMMITTEE

                  On the Effective Date, the Creditors' Committee will dissolve
and the members of the Creditors' Committee will be released and discharged from
all duties and obligations arising from or related to the Reorganization Cases.
The Professionals retained by the Creditors' Committee and the members thereof
will not be entitled to assert any Fee Claim for any services rendered or
expenses incurred after the Effective Date, except for services rendered and
expenses incurred in connection with any applications for allowance of
compensation and reimbursement of expenses pending on the Effective Date or
Filed and served after the Effective Date pursuant to Section II1.A.1.e.ii.A
and in connection with any appeal of the Confirmation Order.

                                      -33-

<PAGE>

B.       LIMITATION OF LIABILITY

                  The Debtors, the Reorganized Debtors, the Majority Bank Debt
Holders, the members of the Creditors' Committee and their respective directors,
officers, employees, predecessors, successors, members, attorneys, accountants,
underwriters, investment bankers, financial advisors, appraisers,
representatives and agents, acting in such capacity, will neither have nor incur
any liability to any entity for any act taken or omitted to be taken in
connection with or related to the formulation, preparation, dissemination,
implementation, Confirmation or consummation of the Plan, the Disclosure
Statement or any contract, instrument, release or other agreement or document
created or entered into, or any other act taken or omitted to be taken, in
connection with the Plan; provided, however, that the foregoing provisions of
this Section XI1I.B will have no effect on: (1) the liability of any entity that
would otherwise result from the failure to perform or pay any obligation or
liability under the Plan or any contract, instrument, release or other agreement
or document to be entered into or delivered in connection with the Plan or (2)
the liability of any entity that would otherwise result from any such act or
omission to the extent that such act or omission is determined in a Final Order
to have constituted gross negligence or willful misconduct.

C.       MODIFICATION OF THE PLAN

                  Subject to the restrictions on modifications set forth in
section 1127 of the Bankruptcy Code, the Debtors or the Reorganized Debtors, as
applicable, reserve the right to alter, amend or modify the Plan before its
substantial consummation.

D.       REVOCATION OF THE PLAN

                  The Debtors reserve the right to revoke or withdraw the Plan
as to any or all of the Debtors prior to the Confirmation Date. If the Debtors
revoke or withdraw the Plan as to any or all of the Debtors, or if Confirmation
as to any or all of the Debtors does not occur, then, with respect to such
Debtors, the Plan will be null and void in all respects, and nothing contained
in the Plan will: (1) constitute a waiver or release of any claims by or
against, or any Interests in, such Debtors or (2) prejudice in any manner the
rights of any Debtors or any other party.

E.       SEVERABILITY OF PLAN PROVISIONS

                  If, prior to Confirmation, any term or provision of the Plan
is held by the Bankruptcy Court to be invalid, void or unenforceable, the
Bankruptcy Court will have the power to alter and interpret such term or
provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void or unenforceable, and such term or provision then will be
applicable as altered or interpreted; provided, however, that any such
alteration or interpretation must be in form and substance acceptable to the
Debtors. Notwithstanding any such holding, alteration or interpretation, the
remainder of the terms and provisions of the Plan will remain in full force and
effect and will in no way be affected, impaired or invalidated by such holding,
alteration or interpretation. The Confirmation Order will constitute a judicial
determination and will provide that each term and provision of the Plan, as it
may have been altered or interpreted in accordance with the foregoing, is valid
and enforceable pursuant to its terms.

F.       SUCCESSORS AND ASSIGNS

                  The rights, benefits and obligations of any entity named or
referred to in the Plan will be binding on, and will inure to the benefit of,
any heir, executor, administrator, successor or assign of such entity.

G.       SERVICE OF CERTAIN PLAN EXHIBITS AND DISCLOSURE STATEMENT EXHIBITS

                  Because the Exhibits to the Plan are voluminous, the Exhibits
are not being served with copies of the Plan and the Disclosure Statement. The
Debtors have made the Exhibits available for review on their web site at
www.nationsrent.com

                                      -34-

<PAGE>

H.       SERVICE OF DOCUMENTS

                  Any pleading, notice or other document required by the Plan or
Confirmation Order to be served on or delivered to the Debtors, the Reorganized
Debtors, the Creditors' Committee, the DIP Lender, the Amended and Restated DIP
Credit Agreement Lender, the Prepetition Credit Facility lenders or the United
States Trustee must be sent by overnight delivery service, facsimile
transmission, courier service or messenger to:

         1.       THE DEBTORS AND THE REORGANIZED DEBTORS:

                  Joseph H. Izhakoff, Esq.
                  Executive Vice President, General Counsel
                    and Secretary
                  NATIONSRENT, INC.
                  450 East Las Olas Boulevard, 14th Floor
                  Fort Lauderdale, Florida 33301
                  Fax: (954)759-5838

                  Paul E. Hamer, Esq.
                  Mark A. Cody, Esq.
                  JONES DAY
                  77 West Wacker
                  Chicago, Illinois 60601
                  Fax: (312)782-8585

                  Randall M. Walters, Esq.
                  Joseph M. Witalec, Esq.
                  Rick J. Gibson, Esq.
                  JONES DAY
                  1900 Huntington Center
                  41 South High Street
                  Columbus, Ohio 432 15
                  Fax: (614)461-4198

                  Daniel J. DeFranceschi, Esq.
                  Michael J. Merchant, Esq.
                  RICHARDS, LAYTON & FINGER
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, Delaware 19899
                  Fax: (302)658-6548

                  (Counsel to the Debtors and Reorganized Debtors)

                                      -35-

<PAGE>

         2.       THE CREDITORS' COMMITTEE:

                  Kenneth A. Rosen, Esq.
                  Paul Kizel, Esq.
                  Lowenstein Sandler, P.C.
                  65 Livingston Avenue
                  Roseland, New Jersey 07068
                  Fax (973)597-2495

                  Neil B Glassman, Esq.
                  Daniel K. Astin, Esq.
                  The Bayard Firm
                  222 Delaware Avenue, 9th Floor
                  Wilmington, Delaware 19801
                  Fax: (302)658-6395

                  (Counsel to the Creditors' Committee)

         3.       PREPETITION CREDIT FACILITY LENDERS, THE DIP LENDERS AND THE
AMENDED AND RESTATED DIP CREDIT AGREEMENT LENDERS:

                  Tina L. Brozman, Esq.
                  Bingham McCutchen, LLP
                  399 Park Avenue
                  New York, New York 10022
                  Fax: (212)752-5378

                  Edwin E. Smith, Esq.
                  Bingham McCutchen, LLP
                  150 Federal Street
                  Boston, Massachusetts 02110
                  Fax: (617)951-8736

                  Stuart M. Brown, Esq.
                  Jamie B. Nimeroff, Esq.
                  Buchanan Ingersoll, P.C.
                  1201 North Market Street, Suite 1501
                  Wilmington, Delaware 19801
                  Fax: (302)428-3996

                  (Counsel to Fleet Bank, as agent under the Prepetition Credit
                  Facility and the DIP Credit Agreement, and Counsel to GE
                  Capital, as agent under the Amended and Restated DIP Credit
                  Agreement)

                                      -36-

<PAGE>

4.       COUNSEL TO THE MAJORITY BANK DEBT HOLDERS

         Kristopher M. Hansen, Esq.
         Stroock & Stroock & Lavan LLP
         180 Maiden Lane
         New York, New York 10038
         Fax: (212)806-6006

5.       THE UNITED STATES TRUSTEE

         Joseph J. McMahon, Jr., Esq.
         Office of the United States Trustee
         844 King Street, Suite 2313, Lockbox35
         Wilmington, Delaware 19801
         Fax: (302)573-6497

                                      -37-

<PAGE>

Dated: February 7,2003        Respectfully submitted,

                              NATIONSRENT, INC. (for itself and on behalf of its
                              subsidiaries)

                              By: /s/ Joseph H. Izhakoff
                                  ----------------------------------------------
                                      JOSEPH H. IZHAKOFF
                                      Executive Vice President, General Counsel
                                        and Secretary

COUNSEL:

DANIEL J. DEFRANCESCHI (DE 2732)
MICHAEL J. MERCHANT (DE 3854)
RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302)658-6541

             -and-

PAUL E. HARNER (IL 6276961)
MARK A. CODY (IL 6236871)
JONES DAY
77 West Wacker
Chicago, Illinois 60601
(312)782-3939

RANDALL M. WALTER (OH 0005895)
JOSEPH M. WITALEC (OH 0063701)
RICK J. GIBSON (OH 0066765)
JONES DAY
1900 Huntington Center
41 South High Street
Columbus, Ohio 43215
(614)469-3939

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

                                      -38-