Bank of America

DATE: MARCH 30, 2000

IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3024580



         BENEFICIARY                                    APPLICANT
NATIONAL UNION FIRE INSURANCE               CONSOLIDATED AMERICAN RENTAL
COMPANY OF PITTSBURG, PA.                   INSURANCE COMPANY, LTD.
70 PINE STREET 4TH FLOOR                    10324 SOUTH DOLFIELD ROAD
NEW YORK, NW 10270

ATTN: ARTHUR STILLWALL


                                                          AMOUNT
                                            USD 1,000,000.00
                                            ONE MILLION AND 00/100'S US DOLLARS

                                                        EXPIRATION
                                            MARCH 31, 2001 AT OUR COUNTERS

WE HEREBY ESTABLISH THIS IRREVOCABLE  LETTER OF CREDIT IN FAVOR OF THE AFORESAID
ADDRESSEE  ("BENEFICIARY")  FOR DRAWINGS UP TO UNITED STATES  $1,000,000.00 (ONE
MILLION  DOLLARS)  EFFECTIVE  IMMEDIATELY.  THIS  LETTER OF  CREDIT  IS  ISSUED,
PRESENTABLE  AND  PAYABLE  AT  OUR  OFFICE  AT  BANK  OF  AMERICA,  N.A.,  TRADE
OPERATIONS,  19TH FLOOR, 333 S. BEAUDRY AVE., LOS ANGELES,  CA 90017 AND EXPIRES
WITH OUR CLOSE OF BUSINESS ON MARCH 31, 2001.

THE TERM  "BENEFICIARY"  INCLUDES  ANY SUCCESS BY  OPERATION OF LAW OF THE NAMED
BENEFICIARY  INCLUDING,  WITHOUT  LIMITATION,  ANY  LIQUIDATOR,   REHABILITATOR,
RECEIVER OR CONSERVATOR.

WE  HEREBY  UNDERTAKE  TO  PROMPTLY  HONOR  YOUR  SIGHT  DRAFT(S)  DRAWN  ON US,
INDICATING  OUR  CREDIT  NO.  3024580  FOR ALL OR ANY  PARTY OF THIS  CREDIT  IF
PRESENTED AT OUR OFFICE  SPECIFIED IN PARAGRAPH ONE ON OR BEFORE THE EXPIRY DATE
OR ANY AUTOMATICALLY EXTENDED EXPIRY DATE.

EXCEPT AS  EXPRESSLY  STATED  HEREIN,  THIS  UNDERTAKING  IS NOT  SUBJECT TO ANY
AGREEMENT,  CONDITION OR QUALIFICATION.  THE OBLIGATION OF BANK OF AMERICA, N.A.
UNDER THIS  LETTER OF CREDIT IS THE  INDIVIDUAL  OBLIGATION  OF BANK OF AMERICA,
N.A. AND IS NO WAY CONTINGENT UPON REIMBURSEMENT WITH RESPECT THERETO.

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Bank of America

IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT IS DEEMED TO BE AUTOMATICALLY
EXTENDED  WITHOUT  AMENDMENT  FOR ONE YEAR FROM THE EXPIRY DATE  HEREOF,  OR ANY
FUTURE  EXPIRATION DATE, UNLESS AT LEAST 30 DAYS PRIOR TO ANY EXPIRATION DATE WE
NOTIFY YOU BY REGISTERED MAIL OR OVERNIGHT COURIER THAT WE ELECT NOT TO CONSIDER
THIS LETTER OF CREDIT RENEWED FOR ANY SUCH ADDITIONAL PERIOD.

THIS LETTER OF CREDIT IS SUBJECT TO AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK AND THE 1993 REVISION OF THE UNIFORM  CUSTOMS AND PRACTICE FOR  DOCUMENTARY
CREDITS OF THE INTERNATIONAL  CHAMBER OF COMMERCE  (PUBLICATION 500) AND, IN THE
EVENT OF ANY CONFLICT, THE LAWS OF NEW YORK WILL CONTROL. IF THIS CREDIT EXPIRES
DURING  AN  INTERRUPTION  OF  BUSINESS  AS  DESCRIBED  IN  ARTICLE  17  OF  SAID
PUBLICATION 500, THE BANK HEREBY  SPECIFICALLY  AGREES TO EFFECT PAYMENT IF THIS
CREDIT IS DRAWN AGAINST WITHIN 30 DAYS AFTER THE RESUMPTION OF BUSINESS.

THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: 3024580


IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS  REGARDING THIS TRANSACTION,
PLEASE CALL 213-345-6632.


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                      THIS DOCUMENT CONSISTS OF 2 PAGE(S).

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