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                                                                    EXHIBIT 10.5

                              TERM SHEET REGARDING
                         EQUIPMENT SETTLEMENT PROGRAM

I.       INTRODUCTION

         This Term Sheet Regarding Equipment Settlement Program (this "Term
         Sheet"), dated as of December 23, 2002, is intended to set forth the
         general terms and conditions pursuant to which Boston Rental Partners,
         LLC, a Delaware limited liability company ("Boston Rental").
         NationsRent, Inc., a Delaware corporation ("Parent"), and the
         subsidiaries of Parent (collectively with Parent, "NationsRent": with
         Boston Rental and NationsRent collectively referred to as the
         "Parties") would consummate certain Transactions (as defined below).
         The Parties have entered into this Term Sheet to establish a program
         (the "Program") with respect to the Transactions to accomplish the
         following purposes and objectives:

         A.       To set forth the Parties' shared objective of the
                  Transactions; and

         B.       To delineate the Parties' roles and responsibilities in
                  implementing the Program.

II.      OBJECTIVE

         The principal objective of the Program shall be to facilitate the
         renting, leasing, purchasing, or financing of new and used inventory
         and equipment by NationsRent (the "Transactions") through: (i) the
         purchase by Boston Rental of certain purchase money financing
         agreements, finance leases, and operating leases with respect to
         inventory and equipment (with any such inventory or equipment being
         referred to as "Equipment") to which NationsRent is a party
         (collectively, the "Current Agreements") from the lender or the
         lessor under such Current Agreements (each, a "Lender"); and (ii) the
         purchase by Boston Rental of new and used Equipment that either: (A)
         was subject to a Current Agreement that was rejected by NationsRent;
         or (B) if not subject to such a Current Agreement, is substantially
         similar to Equipment that was subject to a Current Agreement that was
         rejected by NationsRent, in each case, with the objective of: (a)
         renting such Equipment to NationsRent pursuant to rental contracts
         (each, a "Rental Contract") at rental rates equal to or less than the
         fair market value for such Equipment (which fair market value the
         Parties agree is less than the current rates paid by NationsRent with
         respect to the Equipment under the Current Agreements); and (b)
         subsequent to the confirmation of NationsRent's plan of reorganization
         (the "Plan"), transferring such Rental Contracts and the Equipment
         subject thereto to NationsRent for consideration which will permit
         Boston Rental to recover its investment and expenses (including
         financing costs) with respect to such Equipment, as more fully
         described in Section IV.F below.

III.     BOSTON RENTAL

         Boston Rental is a newly formed Delaware limited liability company
         formed exclusively for the purpose of effecting the Program and the
         Transactions. Boston Rental is owned exclusively by Phoenix Rental
         Partners, LLC ("Phoenix") and Baupost Capital LLC, The owners of
         Boston Rental own a significant portion of NationsRent's senior
         secured bank debt and also own unsecured pre-petition claims against
         NationsRent. Neither Boston Rental nor its owners are current lessors
         to NationsRent, but an affiliate of Phoenix leases real property to
         NationsRent.


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IV.      ROLES AND RESPONSIBILITIES WITH RESPECT TO THE TRANSACTIONS

         In implementing the Program and the Transactions, the Parties will
         work cooperatively and will use their commercially reasonable efforts
         to carry-out the objectives set forth in this Term Sheet and to
         consummate the Transactions prior to the effective date of the Plan,
         in the manner generally described below.

         A.       Boston Rental intends to acquire a portfolio of Equipment
                  suitable for use in NationsRent's business. Such Equipment
                  will be acquired as described in Section II above; provided,
                  however, that, if specific items of Equipment subject to
                  Current Agreements cannot be acquired for the fair market
                  value by Boston Rental through direct negotiations with
                  Lenders, Boston Rental may acquire substantially similar
                  Equipment and make this Equipment available to NationsRent
                  pursuant to one or more Rental Contracts, The Parties will
                  work together to mutually identify Current Agreements and
                  Equipment that may be candidates for such acquisition.

         B.       Boston Rental will finance its Equipment acquisitions by
                  means of:

                  1.       Capital provided by Phoenix and Baupost,

                  2.       Secured third-party equipment financing, from one or
                           more lenders.

                  3.       Vendor Financing, from one or more equipment
                           manufacturers.

         C.       Boston Rental intends to offer the Equipment to NationsRent
                  on a rental basis, in accordance with the terms of the Rental
                  Contract, the general economic terms of which are set forth
                  on Annex A hereto and the general terms and conditions of
                  which are set forth on Annex B hereto, but in each case,
                  which will be mutually negotiated and agreed upon by the
                  Parties on an arms' length basis and will be at rental rates
                  equal to or less than the fair market value therefor (which
                  fair market value the Parties agree is less than the current
                  rates paid by NationsRent with respect under the Current
                  Agreements).

         D.       NationsRent intends to satisfy certain of its Equipment needs
                  by renting Equipment from Boston Rental as described in
                  Section IV.C above. Each Party will comply with the terms and
                  conditions of the Rental Contract, which will provide, among
                  other things, that NationsRent will promptly pay all amounts
                  due to Boston Rental under the Rental Contract.

         E.       NationsRent may, if permitted by the United States Bankruptcy
                  Court for the District of Delaware (the "Bankruptcy Court"),
                  reject, terminate, or assign to a third-party various of the
                  Current Agreements, and will arrange for the return or
                  transfer of the Equipment subject thereto to the respective
                  Lenders or assignees and, where appropriate, the filing of a
                  UCC-3 termination statement for any UCC financing statement
                  filed in connection with such Equipment.

         F.       It is the intention of the Parties that subsequent to the
                  emergence of NationsRent from bankruptcy, NationsRent may
                  acquire (by acquisition, merger or otherwise) (the
                  "Acquisition") Boston Rental or all of its assets and
                  liabilities for an amount in cash equal to the equity capital
                  contributed to Boston Rental plus the assumption of all
                  indebtedness of Boston Rental plus expenses, including, in
                  each case, financing costs, all


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                  as generally described on Annex A hereto. Nothing herein
                  contained however shall require NationsRent to consummate
                  such Acquisition.

V.       CONDITIONS PRECEDENT TO THE PROGRAM

         It shall be a condition precedent to the Program and the Transactions
         that the Parties obtain the requisite approval of the Bankruptcy Court
         of this Term Sheet; provided, however, that it is the parties'
         intention not to obtain Bankruptcy Court approval with respect to any
         specific Transaction after this Term Sheet has received Bankruptcy
         Court approval.

VI.      PRESS ANNOUNCEMENTS

         The Parties shall consult with each other and shall agree in advance
         with regard to the form and substance of any press release or other
         public disclosure relating to this Term Sheet and to the Program and
         the Transactions, whether to their employees, the media or the general
         public, in each case, except that nothing in this Term Sheet shall
         prohibit a disclosure by NationsRent of this Term Sheet or its
         contents: (i) as may be required by law; (ii) in connection with
         NationsRent's chapter 11 proceedings (including, without limitation,
         the preparation, filing, and distribution of the Plan and related
         Disclosure Statement); and (iii) to (A) those individuals who are
         NationsRent's officers, directors, employees, or advisors; (B) the
         members of the official committee of unsecured creditors of
         NationsRent; and (C) NationsRent's prepetition and postpetition senior
         secured lenders, in each case, who have a need to know of such
         matters.

VII.     TERM

         The Parties agree that this Term Sheet will remain in effect until the
         earliest to occur of (i) June 30, 2004, (ii) 90 days following the
         confirmation of NationsRent's Plan, or (iii) the acquisition of Boston
         Rental by NationsRent or by its affiliate.

VIII.    GOVERNING LAW; ENTIRE AGREEMENT; SURVIVAL

         This Term Sheet shall be governed by, construed and enforced in
         accordance with the laws of the State of New York, without regard to
         conflicts of laws principles. This Term Sheet constitutes the entire
         agreement between the Parties with regard to the subject matter hereof
         and supersedes all prior agreements between the Parties with regard to
         the subject matter hereof. This Term Sheet may not be amended or
         modified except by a writing signed by the Parties.

IX.      CLOSING

         The Transactions will be consummated as promptly as reasonably
         practicable following the satisfaction of the conditions set forth
         herein.


BOSTON RENTAL PARTNERS, LLC            NATIONSRENT, INC.

By: /s/ Douglas Suliman                 By: /s/ Ezra Shashaua
    -----------------------------           -----------------------------------
Name: Douglas Suliman                   Name: Ezra Shashaua
      ---------------------------             ---------------------------------
Title: Manager                          Title: Executive Vice President and CFO
      ---------------------------             ---------------------------------


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                                    ANNEX A

                             General Economic Terms

A.       NationsRent will pay for the Equipment on a "break even" basis (with
         respect to Rental Contracts, in the form of rent payable monthly in
         advance, and with respect to purchases of Equipment at the end of the
         term of such Rental Contracts, in the form of purchase price).

B.       In general, subject to Section IV.C of the Term Sheet, with respect to
         rent paid under Rental Contracts, "break even" shall mean with respect
         to any item of Equipment purchased by Boston Rental, a monthly rate
         not to exceed three percent (3.0%) of the Acquisition Cost of such
         item of Equipment.

         "Acquisition Cost" means, subject to Section IV.C of the Term Sheet;
         (i) Boston Rental's actual out-of-pocket purchase cost for such item
         of Equipment; plus (ii) any repair or make ready cost or positioning
         cost for such item of Equipment; plus (iii) any reasonable
         out-of-pocket expenses related to the acquisition of such item of
         Equipment, such as due diligence, inspection, or legal costs; plus
         (iv) any other expense incurred by Boston Rental, directly or
         indirectly, in connection with the Acquisition, the Transactions or
         the Program, including any cost of capital.

C.       In general, with respect to the acquisition by NationsRent of any
         given item of Equipment subject to a Rental Contract upon the
         effective date of the Plan, "break even" shall mean: (i) the
         Acquisition Cost for such item of Equipment; plus (ii) actual out of
         pocket expenses paid by Boston Rental with respect to such item of
         Equipment under the credit facility or other debt financing (including
         interest, points, etc.); plus (iii) a market rate of return on the
         capital funding with respect to such item of Equipment; minus (iv)
         100% of rent paid by NationsRent under the Rental Contract for such
         given item of Equipment.


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                                    ANNEX B

                        General Terms of Rental Contract

A.       Term. In general, the term for each Rental Contract shall commence on
         the date that NationsRent receives the Equipment subject thereto and
         the applicable conditions precedent have been satisfied. Subject to
         the consummation of the Acquisition, such term will continue for a
         minimum of twelve months, after which time, either party may cancel
         the Rental Contract upon 30 days advance written notice, with, in the
         case of a cancellation by NationsRent, a cancellation/return fee equal
         to 5% of the Acquisition Cost for such item of Equipment payable by
         NationsRent to Boston Rental.

B.       Condition Precedent. A condition precedent to NationsRent's
         obligations under each Rental Contract will be that the Current
         Agreement to which the Equipment (or the Equipment that is being
         substituted) is subject is terminated, and that NationsRent is fully
         and completely released from its obligations under such Current
         Agreement.

C.       Rent. Rent will be payable by NationsRent as described in Annex A;
         provided, however, that certain reasonable surcharges agreed to by the
         Parties may be assessed for excessive use of the Equipment.

D.       Quiet Enjoyment. Boston Rental will retain title to the Equipment and
         Boston Rental will covenant that NationsRent will have quiet enjoyment
         of all of the Equipment at all times during the term of the Rental
         Contract.

E        Use. NationsRent will be permitted to rent the Equipment to
         third-parties in the normal and ordinary course of business; provided,
         however, that the rights of such third-parties in the Equipment will
         be subordinate to Boston Rental's rights in the Equipment.

F        Covenants. NationsRent will covenant to: (i) insure the Equipment at
         specified values agreed upon by the Parties, which insurance will name
         Boston Rental as a "loss payee"; (ii) obtain general liability
         insurance at specified values agreed upon by the Parties, which
         insurance will name Boston Rental as an additional insured; and (iii)
         keep the Equipment in good operation and repair, in accordance with
         industry standards, normal wear and tear excepted.

G.       Termination. In addition to the termination rights specified in
         paragraph A above, any Rental Contract will be terminable by Boston
         Rental if NationsRent fails to make any payment of rent due under such
         Rental Contract within ten (10) days after the applicable due date.
         The Rental Contracts will contain certain other termination events as
         may be mutually agreed upon by the Parties.

H.       Inspection Rights. Boston Rental will have the right to inspect the
         Equipment, at NationsRent's sole cost and expense, at such times as
         may be mutually agreed upon by the Parties.

I.       Other. The Rental Contract will contain such other terms and
         conditions as may be mutually be agreed upon by the Parties.


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