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                                                                     EXHIBIT 4.5


                             OMNIBUS AMENDMENT NO. 2

                                       TO

                               SECURITY DOCUMENTS

         OMNIBUS AMENDMENT NO. 2 TO SECURITY DOCUMENTS (this "Amendment") dated
as of September 24, 1998, by and among NATIONSRENT, INC. (the "Parent"), a
Delaware corporation and its Subsidiaries (collectively with the Parent, the
"Borrowers" and each a "Borrower"), and BANKBOSTON, N.A., as administrative
agent (the "Administrative Agent"). Capitalized terms used herein without
definition shall have the meanings set forth in the Second Amended and Restated
Credit Agreement (as defined below).

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

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

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

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

         WHEREAS, the Borrowers and the Administrative Agent are parties to that
certain Omnibus Amendment to Security Documents dated as of June 29, 1998;

         WHEREAS, the Borrowers, BankBoston, N.A. and certain lending
institutions (collectively the "Lenders"), BankBoston, N.A. as Administrative
Agent for the Lenders, LaSalle National Bank as documentation agent for the
Lenders entered, Fleet Bank, N.A. as Co-Agent and NationsBank, N.A. as Co-Agent
into an Amended and Restated Revolving Credit Agreement dated as of June 29,
1998, as amended by an Amendment No. 1 (as amended, modified or supplemented and
in effect from time to time, the "Prior Credit Agreement").

         WHEREAS, the Borrowers, the Lenders and the Administrative Agent have
agreed to enter into an amendment and restatement of the Original Credit



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Agreement (the "Second Amended and Restated Credit Agreement") dated as of the
date hereof pursuant to which, among other things, the Lenders have agreed to
extend loans to the Borrowers;

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

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

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

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

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

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

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

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

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




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

         1.5. With respect to the Security Agreement, any and all of the
references to the following sections in the Original Credit Agreement shall be
amended and deemed to be references to such sections in the Second Amended and
Restated Credit Agreement: (a) references to Section 6.19 shall be amended and
deemed to be references to Section 7.19, (b) references to Section 7.4.2 shall
be amended and deemed to be references to Section 8.4.2, and (c) references to
Section 19 shall be amended and deemed to be references to Section 20.

         1.6. With respect to each of the Parent Stock Pledge Agreement, the
NR-WV Stock Pledge Agreement and the Gabriel Stock Pledge Agreement, any and all
references to the following sections in the Original Credit Agreement shall be
amended and deemed to be references to such sections in the Second Amended and
Restated Credit Agreement: (a) references to Section 7.6 shall be amended and
deemed to be references to Section 8.6, and (b) references to Section 19 shall
be amended and deemed to be references to Section 20.

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

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

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

         6. RATIFICATION, ETC. Except as expressly amended by this Amendment,
the Security Documents and all documents, instruments and agreements related
thereto are hereby ratified and confirmed in all respects and shall continue in
full force and effect. The Security Documents (as amended hereby) and the
perfected 




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first priority security interests of the Administrative Agent on behalf of the
Lenders thereunder shall continue in full force and effect, and the collateral
security and guaranties provided for in the Security Documents shall not be
impaired by this Amendment.

         7. MISCELLANEOUS. Nothing contained herein shall constitute a waiver
of, impair or otherwise affect any Obligations, any other obligation of any
Borrower or any rights of the Administrative Agent or any of the Lenders
consequent thereon. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original but which together shall constitute
one and the same instrument. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute part of this
Amendment for any other purpose. This Amendment shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Massachusetts
(without reference to conflict of laws).



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




                                 BANKBOSTON, N.A.,   
                                    as Administrative Agent


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

                                     NATIONSRENT, INC.
                                     NATIONSRENT OF ALABAMA, INC.
                                     NATIONSRENT OF FLORIDA, INC.
                                     NATIONSRENT OF GEORGIA, INC.
                                     NATIONSRENT OF INDIANA, INC.
                                     NATIONSRENT OF KENTUCKY, INC.
                                     NATIONSRENT OF LOUISIANA, INC.
                                     NATIONSRENT OF MICHIGAN, INC.
                                     NATIONSRENT OF OHIO, INC.
                                     NATIONSRENT OF TENNESSEE, INC.
                                     NATIONSRENT OF TEXAS, INC.
                                     NATIONSRENT OF WEST VIRGINIA, INC.
                                     A-ACTION RENTAL, INC.
                                     A TO Z RENTS IT, INC.
                                     A TO Z RENTS IT, INC. #2
                                     THE BODE-FINN COMPANY
                                     CENTRAL ALABAMA RENTAL CENTER, INC.
                                     GABRIEL TRAILER MANUFACTURING COMPANY, INC.
                                     GOLD COAST AERIAL LIFT, INC.
                                     HIGH REACH COMPANY, INC.
                                     THE J. KELLY COMPANY
                                     RAYMOND EQUIPMENT CO.
                                     SAM'S EQUIPMENT RENTAL, INC.
                                     TITAN RENTALS, INC.


                                 By:                            
                                    -----------------------------------------
                                    Name:
                                    Title: