EXHIBIT 10.51

MERRILL LYNCH                                FINANCIAL ASSETS SECURITY AGREEMENT

Standard

FINANCIAL ASSETS SECURITY AGREEMENT ("Security  Agreement') dated as of June 19,
2001,  given  by  RENT-A-WRECK  OF  AMERICA,   INC.  D/B/A   "RENT-A-WRECK"  AND
"PRICELESS", a corporation organized and existing under the laws of the State of
Delaware   ("Customer")  to  MERRILL  LYNCH  BUSINESS  FINANCIAL  SERVICES  INC.
("MLBFS")

1.  Definitions.  (a) In addition to terms  defined  elsewhere in this  Security
Agreement,  when used  herein  the  following  terms  shall  have the  following
meanings

(i)  "Bankruptcy  Event" shall mean any of the following (A) a proceeding  under
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt or
receivership  law or statute shall be filed or consented to by Customer;  or (B)
any such proceeding  shall be filed against  Customer and shall not be dismissed
or withdrawn  within sixty (60) days after filing;  or (C) Customer shall make a
general  assignment  for the benefit of creditors,  or (D) Customer shall become
insolvent or generally  fail to pay or admit in writing its inability to pay Its
debts as they become due, or (E)  Customer  shall be  adjudicated  a bankrupt or
insolvent

(ii)  "Business Day" shall mean any day other than a Saturday,  Sunday,  federal
holiday or other day on which the New York Stock Exchange is regularly closed

(iii)  "Collateral" shall mean (A) the Securities  Account,  (B) any free credit
balances  now or  hereafter  credited  to or owing from  MLPF&S to  Customer  in
respect of the  Securities  Account,  (C) all  financial  assets and  investment
property (including,  without limitation, all security entitlements,  securities
accounts,  stocks,  bonds,  mutual funds,  certificates of deposit,  commodities
contracts and other  securities),  money market deposit  accounts,  instruments,
general  intangibles  and other property of whatever kind or description now and
hereafter  in  or  controlled  by  the  Securities  Account  or  listed  on  any
confirmation  or periodic  report from MLPF&S as being in or  controlled  by the
Securities Account, whether now owned or hereafter acquired, (D) all proceeds of
the sale, exchange,  redemption or exercise of any of the foregoing,  including,
without limitation, all dividends,  interest payments and other distributions of
cash  or  property  in  respect  thereof,  and (E) all  rights  incident  to the
ownership of any of the foregoing

(iv) "Loan Agreements" shall mean that certain WCMA LOAN AND SECURITY  AGREEMENT
N0.  749-07V74  between  Customer  and MLBFS,  and that  certain  WCMA  REDUCING
REVOLVERTM LOAN AND SECURITY AGREEMENT N0. 7WD-07018 between Customer and MLBFS,
as either  or both of the same may from  time to time be or have  been  amended,
restated, extended or supplemented

(v) "Minimum Value" shall mean $600,000.00

(vi) "MLPF&S" shall mean MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and
its successors and assigns.

(vii) "Obligations" shall mean all obligations,  liabilities and indebtedness of
every kind and nature  now or  hereafter  owing,  arising,  due or payable  from
Customer to MLBFS, howsoever created,  arising, or evidenced,  whether direct or
indirect,  absolute or contingent,  or due or to become due  including,  without
limitation,  interest  accruing  after the filing of any petition in bankruptcy,
and all present and future obligations, liabilities and indebtedness of Customer
to MLBFS under the Loan Agreements and the agreements, instruments and documents
executed  pursuant  thereto,   including,   without  limitation,  this  Security
Agreement

(viii)  "Permitted  Liens" shall mean (A) liens in favor of MLBFS, (B) liens for
current  taxes not  delinquent  and,  if MLBFS'  rights to and  interest  in the
Collateral are not materially and adversely  affected  thereby,  liens for taxes
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being  contested  in good  faith  by  appropriate  proceedings,  (C)  any  trade
settlement liens of MLPF&S; and (D) other liens permitted in writing by MLBFS

(ix)  "Securities  Account"  shall mean that certain MLPF&S  securities  account
number  749-07V93 in the name of Customer and any and all  successor  securities
accounts at MLPF&S

(b) All terms used in this Security  Agreement  which are defined in the Uniform
Commercial  Code of Illinois  ("UCC")  shall have the  meanings set forth in the
UCC. Without limiting the foregoing,  the term "financial  assets" and "security
entitlement"  shall have the meaning set forth in Section  8-102 of the UCC, and
the term "investment property" shall have the meaning set forth in Section 9-115
of the UCC

2 Grant of Security Interest.  In order to secure payment and performance of the
Obligations,  Customer hereby pledges, grants and conveys and assigns to MLBFS a
continuing first lien and security interest upon the Collateral  subject only to
any Permitted  Liens. In furtherance  thereof,  Customer hereby  irrevocably (i)
authorizes and directs  MLPF&S to name or rename the  Securities  Account on its
books and records as the "RENT-A-WRECK OF AMERICA, INC. D/B/A "RENT-A-WRECK" AND
"PRICELESS" PLEDGED COLLATERAL ACCOUNT F/B/O MLBFS", (ii) authorizes and directs
MLPF&S and every other  person or entity now or  hereafter  holding or otherwise
having possession or control of any Collateral to hold,  possess or control such
Collateral as agent for MLBFS and subject to the rights, direction,  control and
security  interest of MLBFS,  (iii)  authorizes  and directs MLPF&S and all such
other  persons  or  entities  to  comply  with any and all  present  and  future
entitlement orders or directions of MLBFS with respect to the Securities Account
and all or any part of the Collateral, notwithstanding any contrary direction or
dispute by Customer or any other party (unless prohibited by law or the order of
a judicial body having appropriate jurisdiction), and without making any inquiry
whatsoever as to MLBFS' right or authority to give such order or direction or as
to the  application of any payment  pursuant  thereto,  (iv) waives and releases
MLPF&S and all such other persons and entities from, and agrees to indemnify and
hold  harmless  MLPF&S and all such other persons and entities from and against,
any liability  whatsoever  for  complying  with any such orders or directions of
MLBFS,  and (v) agrees with MLBFS and MLPF&S that all assets and other  property
now and from time to time hereafter in or controlled by the  Securities  Account
or listed on any  confirmation  of  periodic  report  from MLPF&S as being in or
controlled by the  Securities  Account shall be deemed to be "Financial  Assets"
within the meaning of the UCC

3. Rights and Limitations of Customer. (a) Except upon the prior written consent
of MLBFS,  Customer  shall not (i) purchase  any  financial  assets,  investment
property or other property with funds in the  Securities  Account other than (A)
publicly  held  domestic  money market funds or deposits with Merrill Lynch Bank
USA or  Merrill  Lynch  Bank & Trust Co which  are  credited  to the  Securities
Account,  or (B)  obligations  of or guaranteed or insured by the U S Government
(including insured certificates of deposit),  (ii) borrow any funds on margin or
otherwise  from anyone other than MLBFS using all or any part of the  Collateral
as  collateral,  (iii)  otherwise  grant or permit to exist any lien or security
interest upon any part of the  Collateral  other than Permitted  Liens,  or (iv)
directly or indirectly  withdraw any financial  assets,  investment  property or
other  property from the  Securities  Account  except in connection  with a sale
permitted hereby

(b) So long as no  Event of  Default  shall  have  occurred  and be  continuing,
Customer  may  without  the  consent of MLBFS (i) retain any  financial  assets,
investment  property  and  other  property  which  are in or  controlled  by the
Securities  Account on the date hereof,  (ii) sell any such property at any time
so long as the  proceeds  are either held in the  Securities  Account or used to
purchase other financial  assets or investment  property  permitted hereby which
are held in or  controlled by the  Securities  Account,  and (iii)  exercise any
voting and consensual  rights with respect to the financial  assets,  investment
property  and other  property  included  in the  Collateral  for any purpose not
inconsistent with this Security Agreement

4 Warranties. Customer warrants to MLBFS on a continuing basis that
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(a) Ownership and Priority. Except for the rights of MLBFS hereunder and for any
Permitted Lens (i) Customer is the owner of the Securities Account and all other
Collateral  free and clear of any interest or lien of any third party,  and (ii)
upon  the  acknowledgment  of this  Security  Agreement  by  MLPF&S  and/or  the
completion  of any other  action  required  by  applicable  law to  perfect  its
security  interest  hereunder,  MLBFS will have a valid and perfected first lien
and security interest upon all of the Collateral

(b) Collateral Not Restricted;  Enforceability.  Except as enforceability may be
limited by bankruptcy  and other similar laws  affecting the rights of creditors
generally or by general  principles of equity (i) neither  Customer nor any part
of the  Collateral  is subject to any legal,  contractual  or other  restriction
which  might  hinder  or  prevent  the grant to or  enforcement  by MLBFS of the
security  interest in the Collateral  pursuant to this Security  Agreement,  and
(ii) this  Security  Agreement  is the legal,  valid and binding  obligation  of
Customer, enforceable against Customer in accordance with its terms

(c) Right, Power and Authority. Customer has the full right, power and authority
to make, execute and deliver this Security Agreement

5. Covenants.

(a) No Other Liens.  Except upon the prior  written  consent of MLBFS,  Customer
will not  cause or  permit to exist any  security  interests  or liens  upon the
Collateral other than Permitted Liens.

(b)  Maintenance of Perfection.  Customer will execute and deliver to MLBFS such
Uniform Commercial Code financing statements,  continuation statements and other
agreements,  instruments and documents as MLBFS may from time reasonably require
in order to  establish,  perfect and  maintain  perfected  the lien and security
interest of MLBFS hereunder

(c) Change in Principal  Place of Business.  Customer will provide not less than
30 days prior  written  notice of any change in  Customer's  principal  place of
business

(d) Change With MLPF&S.  Customer will provide MLBFS with prompt  written notice
of any change known to Customer in the account number of the Securities Account,
the Financial  Consultant at MLPF&S  assigned to Customer or the address of said
Financial Consultant's office at MLPF&S

(e) Minimum  Collateral  Value.  Customer  further  warrants and agrees that the
aggregate  immediate market value of the Collateral will at all times during the
term hereof be not less than the Minimum Value In  determining  the value of the
Collateral  for the  purposes  of this  Section,  no value  will be given to any
financial assets or investment  property in or controlled through the Securities
Account for less than 30 calendar days where such financial assets or investment
property  either  (i)  have  been  issued  by  an  open-end  investment  company
(including  money market funds and other  open-end  mutual  funds) other than in
connection with reinvestment of dividends;  or (ii) are part of a new issue with
respect  to which  MLPF&S  participated  as a  member  of the  selling  group or
syndicate

6 Event of Default.  The occurrence of any of the following  will  constitute an
"Event of Default" hereunder (a) the occurrence of an Event of Default under the
terms of any of the Loan Agreements,  or (b) if Customer shall breach or violate
any of its  covenants or  warranties  herein  contained,  and does not cure such
breach or violation  within 10 Business  Days after notice from MLBFS;  or (c) a
default or Event of Default by Customer shall occur under the terms of any other
agreement,  instrument  or document  with or intended  for the benefit of MLBFS,
MLPF&S or any of their affiliates, and any required notice shall have been given
and  required  passage  of  time  shall  have  elapsed,  or  (d)  if  Customer's
subscription  to the Securities  Account shall be terminated for any reason,  or
(e) any event shall occur  which shall  reasonably  cause MLBFS to in good faith
believe  that the  prospect  of  payment or  performance  by  Customer  has been
materially  impaired  (determined  in a manner  consistent  with the  intent  of
Section 1-208 of the UCC), or (f) if at any time the aggregate  immediate market
value of the Collateral shall be or become an amount less than the Minimum Value
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(determined in a manner consistent with Section 5(e) hereof), and Customer shall
not within 1 Business Day of written demand by MLBFS deposit into the Securities
Account additional  financial assets or investment  property acceptable to MLBFS
sufficient to increase  such  aggregate  immediate  market value to at least the
Minimum Value, or (g) any Bankruptcy Event shall occur

7  Remedies.  Upon  the  occurrence  of any  Event  of  Default  and at any time
thereafter  during the  continuance  thereof,  MLBFS may, at its option,  and in
addition  to all other  rights and  remedies  available  to MLBFS (a) by written
notice to MLPF&S,  terminate  all rights of Customer  with respect to control of
the Collateral (it being  understood,  however,  that upon the occurrence of any
Bankruptcy  Event  all  rights  of  Customer  with  respect  to  control  of the
Collateral shall  automatically  terminate without notice or other action on the
part of MLBFS),  and  thereby  obtain the right to  exclusive  control  over the
Collateral,  including,  without limitation, the right to cancel any open orders
and close any and all  outstanding  contracts,  liquidate all or any part of the
Collateral,  transfer the Securities Account or any other Collateral to the name
of MLBFS  or its  nominee,  and  withdraw  any  Collateral  from the  Securities
Account;  and (b)  exercise  any one or more of the  rights  and  remedies  of a
secured  party under the UCC Any sale of Collateral  pursuant to this  Paragraph
may be made at MLBFS'  discretion  on any  exchange or other  market  where such
business is usually transacted,  or at public auction or private sale, and MLBFS
or MLBFS' agent may at any such sale be the  purchaser  for the account of MLBFS
or such agent The proceeds of sale or other disposition of any of the Collateral
shall be applied by MLBFS on account of the  Obligations,  with any excess  paid
over to Customer or its successors or assigns, as their interests and rights may
appear,  or whoever  else may then be adjudged  entitled  thereto To the fullest
extent permitted by law,  Customer waives notice of any sale,  advertisement and
all other notices and formalities  whatsoever All rights and remedies  available
to MLBFS  hereunder  shall be cumulative and in addition to all other rights and
remedies otherwise  available to it at law, in equity or otherwise,  and any one
or  more  of  such  rights  and  remedies  may be  exercised  simultaneously  or
successively No waiver by MLBFS of any Event of Default shall waive any other or
subsequent Event of Default None of the provisions  hereof shall be held to have
been waived by any act or knowledge of MLBFS,  but only by a written  instrument
executed by an officer of MLBFS and delivered to Customer.

8. Power of Attorney.  Customer  further agrees that MLBFS shall have and hereby
irrevocably  grants to MLBFS,  effective  upon the  occurrence  and  during  the
continuance of any Event of Default,  the full and irrevocable  right, power and
authority  in the name of  Customer or in MLBFS' own name,  to demand,  collect,
withdraw,  receipt for and sue for the Securities  Account and any or all of the
other Collateral,  and all amounts due or to become due and payable upon or with
respect to the Collateral;  to execute any withdrawal receipts respecting any or
all of the Collateral, to endorse the name of Customer on any and all commercial
paper and other instruments  given in payment therefor,  and, in its discretion,
to take any and all further action (including,  without limitation, the transfer
of the  Securities  Account or any other  Collateral to the name of MLBFS or its
nominee)  which MLBFS shall deem necessary or appropriate to preserve or protect
its interests hereunder

9 Rights  Absolute.  The  rights  of MLBFS  hereunder  and with  respect  to the
Collateral are absolute and unconditional, and nothing that MLBFS does or leaves
undone shall affect such rights of MLBFS Without  limiting the foregoing,  MLBFS
shall  not as a  condition  of such  rights be  required  to resort to any other
collateral  or security,  pursue or exhaust any remedy  against  Customer or any
other party or observe any formality of notice or otherwise (except as expressly
provided  herein);  and (ii) Customer  hereby consents to, and waives notice of,
any  extension,  renewal  or  modification  from time to time of any of the Loan
Agreements or any other agreement, instrument or document evidencing or securing
the Obligations, any extensions, forbearances, compromises or releases of any of
the Obligations, and the release of any party primarily or secondarily obligated
for the Obligations or of any other collateral therefor

10.  Limitation  of  MLBFS'  Obligations.  MLBFS  shall  not as a result of this
Security  Agreement be subjected to any  obligation  or liability of Customer of
any manner or type with respect to the  Collateral,  including,  but not limited
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to, the duty to perform any covenants and  agreements  made by Customer,  all of
which obligations and liabilities shall continue to rest upon Customer as though
this Security Agreement had not been made

11 MLPF&S Not Authorized.  CUSTOMER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING
THE  AFFILIATION   BETWEEN  MLBFS  AND  MLPF&S,  AND  THE  AGENCY   RELATIONSHIP
ACKNOWLEDGED  BY MLPF&S IN THE  CONSENT  HERETO,  NEITHER  MLPF&S NOR ANY OF ITS
EMPLOYEES ARE  AUTHORIZED TO WAIVE ON BEHALF OF MLBFS ANY PROVISION  HEREOF,  OR
CONSENT ON BEHALF OF MLBFS TO ANY ACTION OR INACTION BY  CUSTOMER,  OR OTHERWISE
BIND MLBFS.

12 Term. This Security Agreement shall become effective when signed by Customer,
and shall  continue in effect so long  thereafter as any of the Loan  Agreements
shall be in effect or there shall be any Obligations outstanding

13 Miscellaneous

(a) Customer waives notice of the acceptance hereof by MLBFS.

(b) Titles to Paragraphs are for convenience only and shall not be considered in
the interpretation hereof.

(c) This Security  Agreement shall be binding upon Customer and Customers heirs,
personal representatives, successors and assigns, as applicable, and shall inure
to the benefit of MLBFS and its successors and assigns If there is more than one
"Customer", their obligations hereunder are joint and several

(d) THIS WRITTEN SECURITY AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT  MATTER  HEREOF,  MAY BE MODIFIED  ONLY BY A
WRITTEN  INSTRUMENT  EXECUTED  BY  BOTH  MLBFS  AND  CUSTOMER,  AND  MAY  NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(e) THIS SECURITY AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE
STATE OF ILLINOIS.  WITHOUT LIMITING THE RIGHT OF MLBFS TO ENFORCE THIS SECURITY
AGREEMENT  IN ANY  JURISDICTION  AND VENUE  PERMITTED  BY  APPLICABLE  LAW:  (I)
CUSTOMER  AGREES  THAT THIS  SECURITY  AGREEMENT  MAY AT THE  OPTION OF MLBFS BE
ENFORCED  BY  MLBFS IN ANY  JURISDICTION  AND  VENUE  IN  WHICH  ANY OF THE LOAN
AGREEMENTS  MAY  BE  ENFORCED,  (Il)  CUSTOMER  IRREVOCABLY  SUBMITS  ITSELF  TO
JURISDICTION IN THE STATE OF ILLINOIS AND VENUE IN ANY STATE OR FEDERAL COURT IN
THE  COUNTY OF COOK FOR SUCH  PURPOSES,  AND (III)  CUSTOMER  WAIVES ANY AND ALL
RIGHTS TO CONTEST SAID  JURISDICTION  AND VENUE AND THE  CONVENIENCE OF ANY SUCH
FORUM AND ANY AND ALL RIGHTS TO REMOVE SUCH ACTION FROM STATE TO FEDERAL  COURT.
CUSTOMER  FURTHER AGREES THAT ANY CLAIM BY CUSTOMER  AGAINST MLBFS  HEREUNDER OR
WITH  RESPECT TO ANY OF THE  TRANSACTIONS  CONTEMPLATED  HEREBY SHALL BE BROUGHT
AGAINST MLBFS ONLY IN AN ACTION OR PROCEEDING IN A FEDERAL OR STATE COURT IN THE
COUNTY OF COOK AND STATE OF ILLINOIS, AND CUSTOMER WAIVES THE RIGHT TO BRING ANY
SUCH ACTION OR PROCEEDING OR ASSERT ANY COUNTERCLAIM  AGAINST MLBFS IN ANY OTHER
JURISDICTION  OR BEFORE ANY OTHER FORUM.  CUSTOMER  FURTHER  WAIVES THE RIGHT TO
BRING ANY NON-COMPULSORY COUNTERCLAIMS.

(f) CUSTOMER AND MLBFS HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL
BY JURY IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM  BROUGHT  BY EITHER OF THE
PARTIES  AGAINST  THE OTHER  PARTY IN ANY WAY  RELATED TO OR ARISING OUT OF THIS
SECURITY  AGREEMENT,  ANY  OF THE  LOAN  AGREEMENTS  OR ANY OF THE  TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
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Dated as of the day and year first above written

RENT-A-WRECK OF AMERICA, INC. D/B/A "RENT-A-WRECK" AND "PRICELESS"

By /s/ Ken Blum, Jr.                          /s/ Mitra Ghahramanlou
   ----------------------------               ----------------------------
   Signature (1)                              Signature (2)

   Ken Blum, Jr.                              Mitra Ghahramanlou
   ----------------------------               ----------------------------
   Printed Name                               Printed Name

   President                                  CAO
   ----------------------------               ----------------------------
   Title                                      Title

ACCEPTED AT CHICAGO, ILLINOIS

MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.

BY /s/
   ----------------------------