Bank of America

                                 Promissory Note

                                                             Customer# 41-565672

Date March 29, 2000 [X]New  []Renewal Amount  $1,000,000.00  Maturity Date March
31, 2001

Bank:                                Borrower:

Bank of America, N.A.                         Rent-A-Wreck of America, Inc.;
Banking Center:                               Rent-A-Wreck One Way, Inc.;
                                              Bundy American Corporation

         Commercial Banking                   Rent-A-Wreck Leasing, Inc.;
         10 Light Street                      PRICELESS Rent-A-Car, Inc.; AND
         Baltimore, Maryland 21202            Consolidated American Rental
                                              Insurance Company, LTD
         County: Baltimore City               10324 South Dolfield Drive
                                              Owings Mills, Maryland 21117

                                              County:           Baltimore County


FOR VALUE RECEIVED,  the undersigned  Borrower  unconditionally (and jointly and
severally,  if  more  than  one)  promises  to pay to the  order  of  Bank,  its
successors  and  assigns,  without  setoff,  at  its  offices  indicated  at the
beginning of this Note, or at such other place as may be designated by Bank, the
principal amount of One Million and 00/100 Dollars ($ 1,000,000.00),  or so much
thereof as may be advanced  from time to time in  immediately  available  funds,
together with  interest  computed  daily on the  outstanding  principal  balance
hereunder,  at an annual  interest  rate,  and in  accordance  with the  payment
schedule, indicated below.

[This Note contains some provisions preceded by boxes. If a box is

marked,  the provision  applies to this  transaction;  if it is not marked,  the
provision does not apply to this transaction.]

1.   Rate.

Prime Rate. The Rate shall be the Prime Rate, plus 1.50 percent,  per annum. The
"Prime Rate" is the fluctuating  rate of interest  established by Bank from time
to time,  at its  discretion,  whether  or not  such  rate  shall  be  otherwise
published.  The Prime Rate is established by Bank as an index and may or may not
at any time be the best or lowest rate charged by Bank on any loan.

MDO41                                  1                      Approved: 09-21-95
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Notwithstanding  any  provision  of this  Note,  Bank  does not ito  charge  and
Borrower shall not be required to pay any amount of interest or other charges in
excess of the maximum  permitted by the applicable law of the State of Maryland;
if any higher rate ceiling is lawful, then that higher rate ceiling shall apply,
Any payment in excess of such maximum  shall be refunded to Borrower or credited
against principal, at the option of Bank.

2. Accrual Method.  Unless otherwise  indicated,  interest at the Rate set forth
above will be  calculated  by the 365/360 day method (a daily amount of interest
is computed for a  hypothetical  year of 360 days;  that amount is multiplied by
the actual number of days for which any principal is outstanding hereunder).  If
interest is not to be computed using this method, the method shall be: N/A.

3. Rate Change  Date.  Any Rate based on a  fluctuating  index or base rate will
change,  unless otherwise provided,  each time and as of the date that the index
or base rate changes. If the Rate is to change on any other date or at any other
interval, the change shall be: N/A. In the event any index is discontinued, Bank
shall  substitute  an index  determined  by Bank to be  comparable,  in its sole
discretion.

4. Payment Schedule.  All payments received  hereunder shall be applied first to
the payment of any expense or charges payable  hereunder or under any other loan
documents  executed  in  connection  with this Note,  then to  interest  due and
payable,  with the balance applied to principal,  or in such other order as Bank
shall determine at its option.

Single Principal Payment. Principal shall be paid in full in a single payment on
MARCH 31 2001.  Interest thereon shall be paid MONTHLY,  commencing on APRIL 30,
2000, and continuing on the LAST day of each successive month,  quarter or other
period (as applicable)  thereafter,  with a final payment of all unpaid interest
at the stated maturity of this Note.

5. Revolving Feature.

[X] Borrower  may borrow,  repay and  reborrow  hereunder  at any time,  up to a
maximum  aggregate  amount  outstanding  at any one time equal to the  principal
amount  of this  Note,  provided,  that  Borrower  is not in  default  under any
provision of this Note,  any other  documents  executed in connection  with this
Note,  or any other note or other loan  documents  now or hereafter  executed in
connection with any other  obligation of Borrower to Bank, and provided that the
borrowings  hereunder do not exceed any  borrowing  base or other  limitation on
borrowings by Borrower. Bank shall incur no liability for its refusal to advance

MDO41                                  2                      Approved: 09-21-95
jt                                                              Revised 08-30-99
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funds based upon its determination  that any conditions of such further advances
have not been met. Bank records of the amounts  borrowed from time to time shall
be conclusive proof thereof.

[ ] Uncommitted Facility. Borrower acknowledges and-agrees that, notwithstanding
any provisions of this Note or any other  documents  executed in connection with
this Note, Bank has no obligation to make any advance, and that all advances are
at the sole discretion of Bank.

[ ] Out-Of-Debt  Period.  For a period of at least -  consecutive  days during H
each fiscal year, [I any consecutive 1 2-month period,  Borrower shall fully pay
down the balance of this Note, so that no amount of principal or interest and no
other obligation under this Note remains outstanding,.

6. Automatic Payment.

[ ] Borrower has elected to authorize Bank to effect payment of sums due under
this Note by means of debiting Borrower's account number 003929313118. This
authorization shall not affect the obligation of Borrower to pay such sums when
due, without notice, if there are insufficient funds in such account to make
such account to make such payment in full on the due date thereof, or if Bank
fails to debit the account.

7. Waivers, Consents and Covenants.  Borrower, any indorser, or guarantor hereof
or  any  other  party  hereto   (individually   an  "Obligor"  and  collectively
"Obligors")  and each of them  jointly  and  severally:  (a) waive  presentment,
demand,  protest,  notice of demand,  notice of intent to accelerate,  notice of
acceleration  of maturity,  notice of protest,  notice of nonpayment,  notice of
dishonor, and any other notice required to be given under the law to any Obligor
in connection with the delivery, acceptance, performance, default or enforcement
of this Note, any  indorsement or guaranty of this Note, or any other  documents
executed in connection  with this Note or any other note or other loan documents
now or hereafter  executed in connection with any obligation of Borrower to Bank
(the "Loan Documents"); (b) consent to all delays, extensions, renewals or other
modifications of this Note or the Loan Documents,  or waivers of any term hereof
or of the Loan Documents, or release or discharge by Bank of any of Obligors, or
release, substitution or exchange of any security for the payment hereof, or the
failure to act on the part of Bank,  or any  indulgence  shown by Bank  (without
notice to or  further  assent  from any of  Obligors),  and  agree  that no such
action,  failure to act or failure to exercise any right or remedy by Bank shall
in any way affect or impair the  obligations  of any Obligors or be cas a waiver
by Bank of, or otherwise affect, any of Bank's rights under this Note, under any

MDO41                                  3                      Approved: 09-21-95
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indorsement or guaranty of this Note or nder any of the Loan Documents;  and (c)
agree to pay, on demand, all costs and expenses of collection or defense of this
Note or of any  indorsement or guaranty hereof and/or the enforcement or defense
of  Bank's  rights  with  respect  to,  or  the   administration,   supervision,
preservation, protection of, or realization upon, any

property  securing payment hereof,  including,  without  limitation,  reasonable
attorney's  fees,  including fees related to any suit,  mediation or arbitration
proceeding,   out  of  court  payment  agreement,   trial,  appeal,   bankruptcy
proceedings or other  proceeding,  in the amount of 16 % of the principal amount
of this Note,  or such greater  amount as may be  determined  reasonable  by any
arbitrator or court, whichever is applicable.

8.  Prepayments.  Prepayments may be made in whole or in part at any time on any
loan for which the Rate is based on the Prime  Rate or on any other  fluctuating
Rate or index which may change  daily.  All  prepayments  of principal  shall be
applied in the inverse  order of maturity,  or in such other order as Bank shall
determine  in its sole  discretion.  No  prepayment  of any other  loan shall be
permitted  without  the prior  written  consent  of Bank.  Notwithstanding  such
prohibition,  if there is a prepayment  of any such loan,  whether by consent of
Bank, or because of acceleration or otherwise, Borrower shall, within 15 days of
any  request by Bank,  pay to Bank any loss or  expense  which Bank may incur or
sustain as a result of such  prepayment.  For the  purposes of  calculating  the
amounts owed only, it shall be assumed that Bank actually funded or committed to
fund the loan through the purchase of an underlying deposit in an amount and for
a term  comparable  to the  loan,  and  such  determination  by  Bank  shall  be
conclusive, absent a manifest error in computation.

9. Delinquency  Charge. To the extent permitted by law, a delinquency charge may
be imposed in an amount not to exceed four  percent  (4%) of any payment that is
more than fifteen days late.

10. Events of Default.  The following are events of default  hereunder:  (a) the
failure to pay or perform  any  obligation,  liability  or  indebtedness  of any
Obligor  to  Bank,  or to  any  affiliate  or  subsidiary  of  Bank  of  America
Corporation,  whether  under  this Note or any Loan  Documents,  as and when due
(whether upon demand, at maturity or by acceleration); (b) the failure to pay or
perform any other  obligation,  liability or  indebtedness of any Obligor to any
other party; (c) the death of any Obligor (an  individual);  (d) the resignation
or  withdrawal  of any  partner oa  material  owner/Guarantor  of  Borrower,  as
determined by Bank in its sole discretion;  (a) the commencement of a proceeding
against any Obligor for dissolution or liquidation, the voluntary or involuntary
termination or dissolution of any Obligor or the merger or  consolidation of any
Obligor with or into another entity; (f) the insolvency of, the business failure
of, the appointment of a custodian,  trustee,  liquidator or receiver for or for

MDO41                                  4                      Approved: 09-21-95
jt                                                              Revised 08-30-99
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any of the property of, the  assignment  for the benefit of creditors by, or the
filing of a petition under bankruptcy,  insolvency or debtor's relief law or the
filing  of a  petition  for  any  adjustment  of  indebtedness,  composition  or
extension  by  or  against  any  O  (g)  the  determination  by  Bank  that  any
representation  or warranty made to Bank by any Obligor in any Loan Documents or
otherwise is or was, when it was made, untrue or materially misleading;  (h) the
failure of any Obligor to timely  deliver such financial  statements,  including
tax returns,  other statements of condition or other information,  as Bank shall
request from time to time; (i) the entry of a judgment against any Obligor which
Bank deems to be of a material nature, in Bank's sole discretion; Q) the seizure
or  forfeiture  of, or the issuance of any writ of  possession,  garnishment  or
attachment,  or any  turnover  order for any  property of any  Obligor;  (k) the
determination by Bank that it is insecure for any reason;  (1) the determination
by Bank that a material  adverse change has occurred in the financial  condition
of any Obligor; or (m) the failure of Borrower's business to comply with any law
or regulation controlling its operation.

11.  Remedies upon Default.  Whenever there is a default under this Note (a) the
entire balance outstanding hereunder and all other obligations of any Obligor to
Bank  (however  acquired  or  evidenced)  shall,  at the option of Bank,  become
immediately  due and  payable  and any  obligation  of  Bank to  permit  further
borrowing under this Note shall immediately  cease and terminate,  and/or (b) to
the extent  permitted by law, the Rate of interest on the unpaid principal shall
be increased at Bank's  discretion  up to the maximum rate allowed by law, or if
none, 25% per annum (the "Default  Rate").  The provisions  herein for a Default
Rate  shall not be deemed to extend  the time for any  payment  hereunder  or to
constitute a "grace  period"  giving  Obligors a right to cure any  default.  At

MDO41                                  5                      Approved: 09-21-95
jt                                                              Revised 08-30-99
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Bank's option, any accrued and unpaid interest, for charges may, for purposes of
computing and accruing  interest on a daily basis after the due date of the Note
or any installment thereof, be deemed to be a part of the principal balance, and
interest shall accrue on a daily compounded basis after such date at the Default
Rate provided in this Note until the entire outstanding balance of principal and
interest is paid in full.  Bank is hereby  authorized at any time to set off and
charge  against  any  deposit  accounts  of any  Obligor,  as well as any money,
instruments,  securities,  documents,  chattel paper, credits,  claims, demands,
income and any other property,  rights and interests of any Obligor which at any
time shall come into the  possession  or custody or under the control of Bank or
any of its agents,  affiliates or correspondents,  without notice or demand, any
and all obligations due hereunder.  Additionally, Bank shall have all rights and
remedies  available under each of the Loan Documents,  as well as all rights and
remedies available at law or in equity.

DEBTOR  AUTHORIZES ANY ATTORNEY  ADMITTED TO PRACTICE BEFORE ANY COURT OF RECORD
IN THE  UNITED  STATES TO APPEAR ON BEHALF OF DEBTOR IN ANY COURT IN ONE OR MORE
PROCEEDINGS,  OR  BEFORE  ANY  CLERK  THEREOF  OR  PROTHONOTARY  OR OTHER  COURT
OFFICIAL,  AND TO CONFESS JUDGMENT AGAINST DEBTOR IN FAVOR OF THE HOLDER OF THIS
AIN THE FULL  AMOUNT  DUE UNDER THIS  AGREEMENT  (INCLUDING  PRINCIPAL,  ACCRUED
INTEREST AND ANY AND ALL CHARGES,  FEES AND COSTS) PLUS ATTORNEYS' FEES EQUAL TO
FIFTEEN  PERCENT  (15%) OF THE AMOUNT DUE,  PLUS COURT COSTS,  ALL WITHOUT PRIOR
NOTICE OR OPPORTUNITY  OF DEBTOR FOR PRIOR  HEARING.  DEBTOR AGREES AND CONSENTS
THAT VENUE AND  JURISDICTION  SHALL BE PROPER IN THE CIRCUIT COURT OF ANY COUNTY
OF THE STATE OF MARYLAND OR OF BALTIMORE CITY, MARYLAND, OR IN THE UNITED STATES
DISTRICT  COURT FOR THE DISTRICT OF MARYLAND.  DEBTOR  WAIVES THE BENEFIT OF ANY
AND EVERY  STATUTE,  ORDINANCE,  OR RULE OF COURT WHICH MAY BE  LAWFULLY  WAIVED
CONFERRING  UPON DEBTOR ANY RIGHT OR PRIVILEGE OF EXEMPTION,  HOMESTEAD  RIGHTS,
STAY OF  EXECUTION,  OR  SUPPLEMENTARY  PROCEEDINGS,  OR OTHER  RELIEF  FROM THE
ENFORCEMENT OR IMMEDIATE  ENFORCEMENT OF A JUDGMENT OR RELATED  PROCEEDINGS ON A
JUDGMENT.  THE  AUTHORITY  AND POWER TO APPEAR  FOR AND ENTER  JUDGMENT  AGAINST
DEBTOR  SHALL  NOT BE  EXHAUSTED  BY ONE OR MORE  EXERCISES  THEREOF,  OR BY ANY
IMPERFECT  EXERCISE  THEREOF,  AND SHALL  NOT BE  EXTINGUISHED  BY ANY  JUDGMENT
ENTERED  PURSUANT  THERETO;  SUCH AUTHORITY AND POWER MAY BE EXERCISED ON ONE OR
MORE  OCCASIONS  FROM TIME TO TIME, IN THE SAME OR DIFFERENT  JURISDICTIONS,  AS
OFTEN AS THE HOLDER SHALL DEEM NECESSARY, CONVENIENT, OR PROPER.

12.  Non-waiver.  The failure at any time of Bank to exercise any of its options
or any other rights  hereunder shall not constitute a waiver thereof,  nor shall

MDO41                                  6                      Approved: 09-21-95
jt                                                              Revised 08-30-99
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it be a bar to the exercise of any of its options or rights at a later date. All
rights and  remedies  of Bank  shall be  cumulative  and may be pursued  singly,
successively  or together,  at the option of Bank. The acceptance by Bank of any
partial payment shall not constitute a waiver of any default or of any of Bank's
rights  under  this  Note.  No waiver  of any of its  rights  hereunder,  and no
modification  or  amendment  of this  Note,  shall be  deemed to be made by Bank
unless the same shall be in writing,  duly  signed on behalf of Bank;  each such
waiver  shall apply only with  respect to the specific  instance  involved,  and
shall in no way impair the rights of Bank or the  obligations of Obligor to Bank
in any other respect at any other time.

13.  Applicable  Law,  Venue  and  Jurisdiction.  This Note and the  rights  and
obligations  of  Borrower  and Bank  shall be  governed  by and  interpreted  in
accordance  with  the  law of the  State  of  Maryland.  In  any  litigation  in
connection  with or to enforce this Note or any  indorsement or guaranty of this
Note or any Loan Documents,  Obligors,  and each of them, irrevocably consent to
and confer  personal  jurisdiction on the courts of the State of Maryland or the
United  States  located  within the State of Maryland  and  expressly  waive any
objections  as to venue in any such  courts.  Nothing  contained  herein  shall,
however,  prevent Bank from bringing any action or exercising  any rights within
any other state or jurisdiction or from obtaining  personal  jurisdiction by any
other means available under applicable law.

14. Partial Invalidity.  The  unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other provision
herein and the invalidity or  unenforceability  of any provision of this Note or
of the Loan  Documents  to any  person  or  circumstance  shall not  affect  the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

15.  Waiver  of Jury  Trial.  Obligors  waive  trial  by jury in any  action  or
proceeding  to which  Obligors  and  Bank may be  parties,  arising  out of,  in
connection with or in any way pertaining to, this Note or the Loan Documents. It
is agreed and understood that this waiver  constitutes a waiver of trial by jury
of all claims  against  all  parties to such  action or  proceedings,  including
claims  against  parties  who are not  parties  to this  Note.  This  waiver  is
knowingly, willingly and voluntarily made by Obligors.

16. Binding Effect.  This Note shall be binding upon and inure to the benefit of
Borrower, Obligors and Bank and their respective successors,  assigns, heirs and

MDO41                                  7                      Approved: 09-21-95
jt                                                              Revised 08-30-99

<PAGE>
personal representatives,  provided, however, that no obligations of Borrower or
Obligors hereunder can be assigned without prior written consent of Bank.

17. Controlling Document. To the extent that this Note conflicts with or is in
any way incompatible with any other Loan Document concerning this obligation,
the Note shall control over any other document, and if the Note does not address
an issue, then each other document shall control to the extent that it deals
most specifically with an issue.

18. YEAR 2000 REPRESENTATIONS AND WARRANTIES.

     (A) Borrower has (i) begun  analyzing  the  operations  of Borrower and its
subsidiaries  and  affiliates  that could be  adversely  affected  by failure to
become  Year 2000  compliant  (that is,  that  computer  applications,  imbedded
microchips  and other systems will be able to perform  date-sensitive  functions
prior to and after  December 31, 1999) and;  (ii)  developed a plan for becoming
Year  2000  compliant  in a timely  manner,  the  implementation  of which is on
schedule in all material  respects.  Borrower  reasonably  believes that it will
become Year 2000 compliant for its operations and those of its  subsidiaries and
affiliates  on a timely basis except to the extent that a failure to do so could
not reasonably be expected to have a material  adverse effect upon the financial
condition of Borrower.

     (B)  Borrower  reasonably  believes  any  suppliers  and  vendors  that are
material to the operations of Borrower or its  subsidiaries  and affiliates will
be Year 2000 compliant for their own computer  applications except to the extent
that a failure  to do so could not  reasonably  be  expected  to have a material
adverse effect upon the financial condition of Borrower.

     (C) Borrower will  promptly  notify Bank in the event  Borrower  determines
that any computer  application  which is material to the operations of Borrower,
its  subsidiaries or any of its material  vendors or suppliers will not be fully
Year 2000  compliant on a timely  basis,  except to the extent that such failure
could not  reasonably  be  expected to have a material  adverse  effect upon the
financial condition of Borrower.

Borrower represents to Bank that the proceeds of this loan are to be used
primarily for business, commercial or agricultural purposes. Borrower
acknowledges having read and understood, and agrees to be bound by, all terms
and conditions of this Note, and hereby executes this Note intending to create
an instrument executed under seal.

MDO41                                  8                      Approved: 09-21-95
jt                                                              Revised 08-30-99
<PAGE>
NOTICE OF FINAL  AGREEMENT.  THIS WRITTEN  PROMISSORY  NOTE REPRESENTS THE FINAL
AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS.

Corporate or Partnership Borrower

Rent-A-Wreck of America, Inc.

By: /s/ Kenneth Blum Jr. (Seal)
Name: Kenneth Blum Jr
Title: President

--------------------------
Attest (if Applicable)

[Corporate Seal]

                                               SIGNATURES CONTINUED ON NEXT PAGE

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jt                                                              Revised 08-30-99
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                                         SIGNATURES CONTINUED FROM PREVIOUS PAGE

Rent-A-Wreck One Way, Inc.

By: /s/ Kenneth Blum, Jr. (Seal)
Name: Kenneth Blum, Jr.
Title: President

--------------------------
Attest (if Applicable)

[Corporate Seal]

Bundy American Corporation

By: /s/ Kenneth Blum, Jr. (Seal)
Name: Kenneth Blum, Jr.
Title: President

--------------------------
Attest (if Applicable)

[Corporate Seal]

Rent-A-Wreck Leasing, Inc.

By: /s/ Kenneth Blum, Jr. (Seal)
Name: Kenneth Blum, Jr.
Title: President

--------------------------
Attest (if Applicable)

[Corporate Seal]

PRICELESS Rent-A-Car, Inc.

By: /s/ Kenneth Blum, Jr. (Seal)
Name: Kenneth Blum, Jr.
Title: President

--------------------------
Attest (if Applicable)

[Corporate Seal]

Consolidated American Rental Insurance Company, LTD

By: /s/ Kenneth Blum, Jr.(Seal)
Name: Kenneth Blum, Jr.
Title: President

--------------------------
Attest (if Applicable)

[Corporate Seal]

MDO41                                  10                     Approved: 09-21-95
jt                                                              Revised 08-30-99