Exhibit 10.53

Merrill Lynch                                        LETTER OF CREDIT SUPPLEMENT

This LETTER OF CREDIT  SUPPLEMENT  ("Supplement")  is hereby made a part of that
certain WCMA LOAN AND SECURITY  AGREEMENT N0.  749-07V74 (the "Loan  Agreement")
between   MERRILL  LYNCH  BUSINESS   FINANCIAL   SERVICES  INC.   ("MLBFS")  and
RENT-A-WRECK OF AMERICA, INC. D/B/A "RENT-A-WRECK" AND "PRICELESS" ('Customer')

In  connection  with  Customer's  WCMA Line of Credit under the Loan  Agreement,
Customer  may from time to time apply for the opening of letters of credit by an
Issuing  Bank,  subject in each case to the consent  and  approval of MLBFS This
Supplement sets forth the understandings between MLBFS and Customer with respect
to any and all such letters of credit

Accordingly,  and  in  consideration  of the  mutual  covenants  of the  parties
hereinafter set forth, MLBFS and Customer hereby agree as follows

1 DEFINITIONS.

(a) Specific Terms. In addition to terms defined elsewhere in the Loan Agreement
or in any exhibit or amendment thereto or document  incorporated  therein (which
terms shall have the same meaning herein), when used herein, the following terms
shall have the following meanings

(i) "Application" shall mean the applicable Issuing Bank's document or documents
used to apply for and request, with MLBFS' prior approval, a Credit to be issued
by such Issuing Bank under this Supplement and the applicable CLC Agreement.

(ii  "Business  Day"  means any day upon  which the  applicable  Issuing  Bank's
principal  office is open for the  conduct of  substantially  all of its banking
functions

(iii) "CLC  Agreement"  means that agreement which Customer enters into with the
applicable  Issuing  Bank  in  consideration  of  such  Issuing  Bank's  role in
connection with the Letter of Credit Arrangement under the WCMA Program

(iv)  "Credit"  means  a  letter  of  credit  authorized  and  agreed  to by the
applicable  Issuing Bank from time to time to be issued on Customer's behalf and
which is issued by such Issuing Bank at Customer's  request with MLBFS'  consent
while this Supplement and the applicable CLC Agreement are in effect

(v)  "Document"  means not only  documents of title,  but also all other papers,
securities, invoices, certificates, letters, notices, receipts, telegrams, telex
or telephonic transmissions,  facsimiles,  computer data printouts and any other
tangible  expression  of words or data,  whether  transmitted  or  delivered  by
written, electromagnetic or other means

(vi) "Draft" means any bill of exchange or acceptance,  whether payable at sight
or at a future time. If a Credit provides for presentation of Documents  without
Drafts, references herein to Drafts, acceptances,  Documents relative thereto or
payments or acceptances thereof,  shall refer to Documents presented for payment
against  or  acceptances  of such  Documents,  and all  rights  and  obligations
hereunder shall be the same as though Drafts had accompanied such Documents

(vii)  "Issuing Bank" refers as of the date hereof to The Northern Trust Company
("Northern") or Bank of America,  N.A. ("Bank of America"),  as applicable,  and
"Issuing  Banks"  refers as of the date hereof to Northern  and Bank of America,
collectively  MLBFS  reserves  the right  without  notice to or the  consent  of
Customer to  designate  any other or  additional  financial  institutions  as an
Issuing Bank, and upon any such  designation by MLBFS,  such other or additional
financial  institutions  shall be included in the definition of Issuing Bank and
Issuing Banks for all purposes hereof
<PAGE>
(viii) "Letter of Credit  Arrangement"  shall mean the arrangement  made between
MLBFS  and each  Issuing  Bank  with  respect  to the  issuance  of  Credits  in
connection with the WCMA Program

(b) Other Terms Except as otherwise  provided  herein or in the Loan  Agreement,
other  terms  herein  shall have the meaning  assigned  to them by the  "Uniform
Customs and Practice for  Documentary  Credits"  (1993  Revision)  International
Chamber of Commerce Publication No 500 and all successor publications

2 APPLICATIONS FOR THE ISSUANCE OF CREDITS.

Each  Application  executed by Customer  shall  constitute  a  certification  by
Customer  that all  representations  and  warranties  made by  Customer  in this
Supplement,  the applicable CLC Agreement and in the Loan Agreement are true and
correct as of the date of such Application Upon receipt of an Application, MLBFS
may elect,  but shall not be required,  to request that an Issuing Bank issue or
amend a Credit  in  connection  with  MLBFS'  Letter of  Credit  Arrangement  in
response  thereto  In  no  event,  however,   shall  (i)  the  aggregate  amount
outstanding under all such Credits exceed $1,000,000.00,  or (ii) the expiration
date of any Credit  extend  beyond the Maturity  Date of the WCMA Line of Credit
Amendments to any  Application  and requests to amend any Credit issued shall be
in  accordance  with the  procedures  of the  applicable  Issuing Bank and MLBFS
governing such amendments  Customer  expressly  acknowledges  and agrees that in
order to make  Applications or request  amendments by certain means permitted by
the  procedures of the  applicable  Issuing Bank and MLBFS  (including,  but not
limited to,  microcomputer  transmissions),  Customer may be required to execute
one or more additional  agreements  governing the rights and duties of Customer,
the Issuing Bank and/or MLBFS with respect thereto Customer further acknowledges
and agrees that upon the issuance of each Credit,  the WCMA Line of Credit under
the Loan  Agreement will be reduced by the amount of such Credit so long as such
Credit remains outstanding

3 PAYMENT OBLIGATIONS.

(a)  Customer  unconditionally  agrees to pay to MLBFS  (i) as to any  Drafts or
clams drawn under or made in  connection  with any Credit,  all amounts  paid or
payable by MLBFS under,  pursuant to or in connection with such Credit, (ii) all
fees and charges of MLBFS in  connection  with such Credit  and/or  Application,
which fees and  charges  shall be in such  amount or at such rate as MLBFS shall
determine in its sole discretion, and (iii) any and all expenses, obligations or
charges  paid or incurred by MLBFS,  the  applicable  Issuing Bank or any of its
correspondents  in  connection  with such  Credit,  this  Supplement  and/or the
applicable CLC Agreement A schedule of the current fees, charges and limitations
applicable to this Supplement and any Credit issued pursuant hereto is set forth
on Exhibit A attached  hereto and hereby made a part hereof The  Commitment  Fee
referred  to on said  Exhibit A shall  apply  only with  respect  to the  period
between  the date  hereof  and the  current  Maturity  Date of the WCMA  Line of
Credit.  In the event of any renewal of the WCMA Line of Credit,  an  additional
Commitment  Fee shall be  payable  in the amount  then  determined  by MLBFS The
acceptance of any  Commitment Fee by MLBFS shall not in any event obligate MLBFS
to consent to the issuance of any Credit or particular number of Credits No fees
or charges shall be refundable under any circumstances.

(b)  Provided  that  no  Event  of  Default  shall  then  have  occurred  and is
continuing,  within a reasonable  time after the  presentation  of any Drafts or
other third party claims in connection with any Credit,  MLBFS will increase the
WCMA Line of Credit by an amount equal to the lesser of (i) the aggregate amount
of such  Drafts or  claims,  or (ii) the amount by which the WCMA Line of Credit
was previously reduced on account of such Credit

(c) Without limiting in any way Customer's  obligations to pay MLBFS any amounts
due  pursuant  to or in  connection  with any  Credit,  this  Supplement  or the
applicable CLC Agreement, Customer hereby irrevocably authorizes MLBFS to pay on
Customer's  behalf any and all amounts due pursuant to or in connection with any
Credit or this  Supplement or the applicable  CLC Agreement,  upon the demand of
the applicable Issuing Bank for payment
<PAGE>
(d) In order to make such payments to the applicable  Issuing Bank on Customer's
behalf,  or to MLBFS for the fees and  charges  referred  to above or other sums
payable,  Customer hereby  irrevocably  authorizes MLBFS to (i) debit Customer's
WCMA Account, electronically, by draft, and/or by any other means that MLBFS may
in its sole discretion  deem  appropriate,  and Customer  understands and agrees
that such debit may, without limitation,  cause the redemption of any and all of
Customer's  shares in a CMA money market fund and/or the  withdrawal  of any and
all of its deposits  maintained in any ISA arrangement and Customer  irrevocably
authorizes Merrill Lynch,  Pierce,  Fenner & Smith Incorporated to redeem and/or
withdraw such fund shares and/or deposits to pay the amounts to MLBFS,  and (ii)
should an insufficient amount of or no cash, CMA money market fund shares and/or
ISA  balances be  available  in  Customer's  WCMA  Account,  advance  funds from
Customer's WCMA Line of Credit on account thereof;  all without notice to or any
separate consent of Customer

(e) All  payments to which MLBFS is entitled  shall be made to MLBFS by Customer
free and clear of and  without  deduction  for any  present  and future  foreign
taxes,  exchange regulation charges or other levies,  deductions or withholdings
of any kind, and shall be made in United States currency

4 EXAMINATION OF CREDITS, INSTRUMENTS AND DOCUMENTS; DISCREPANCIES.

(a) Customer  shall  promptly  examine a copy of each Credit (and any amendments
thereto)  sent to it by MLBFS and/or an Issuing  Bank and all other  instruments
and  documents  (or copies  thereof)  delivered to it from time to time by MLBFS
and/or such Issuing Bank in connection therewith, and Customer shall, within one
Business  Day of its receipt  thereof,  notify  MLBFS and such  Issuing  Bank by
telecommunication   or  other   expeditious   means  of   communication  of  any
discrepancy,  irregularity or claim of non-compliance  with the instructions set
forth in the  appropriate  Application or amendment  request.  Customer shall be
conclusively deemed to have waived any claim against MLBFS and such Issuing Bank
and its  correspondents  in connection with such Credit unless it notifies MLBFS
and such Issuing Bank in accordance with the term of the previous sentence

(b) In the event that MLBFS and/or the applicable Issuing Bank notifies Customer
as to any  discrepancy  between any instrument or document  presented  under any
Credit and the requirements of such Credit,  Customer shall, within one Business
Day of its receipt of such notice (or such shorter interval as circumstances may
require and of which the applicable Issuing Bank shall advise Customer),  notify
MLBFS by  telecommunication  or other  expeditious  means of communication as to
Customer's acceptance or non-acceptance  thereof Customer shall also notify such
Issuing Bank of all such  instances in accordance  with terms of the  applicable
CLC  Agreement  Customer  shall be  conclusively  deemed  to waive  any claim of
improper honor or dishonor of any Credit, or of improper payment therefor, if it
fails to so notify MLBFS and such Issuing Bank within the time and in the manner
required herein

5 COMPLIANCE WITH LEGAL REQUIREMENTS.

Customer  shall procure all licenses and comply with all  formalities  necessary
for the import,  export and  shipping of any  property  in  connection  with any
Credit and shall comply with all  applicable  domestic and foreign laws,  orders
and  regulations  (including  those relating to exchange)  Upon MLBFS'  request,
Customer  shall  promptly  furnish MLBFS and the Issuing Bank with  certificates
evidencing such compliance  Customer hereby certifies and warrants to MLBFS on a
continuing basis that, (i) no transactions  with respect to any property shipped
in connection with any Credit are or will be prohibited  under any United States
or foreign  law,  order or  regulation,  and (ii) each  shipment  covered by any
Credit or regulation and any Documents required thereunder,  shall fully conform
to all applicable United States and foreign laws, orders and regulations

6 LIMITATIONS.

(a) Customer agrees that neither MLBFS, the applicable  Issuing Bank, nor any of
its  correspondents  shall be responsible for, and Customer's  obligation to pay
and/or  reimburse  MLBFS shall not be affected by (i) acts or  omissions  of any
<PAGE>
other person, including,  without limitation, any beneficiary or assignee of any
Credit,  and  any  correspondent,   agent  or  sub-agent,  (ii)  the  existence,
character,  nature, quality, quantity,  condition,  packing value or delivery of
goods   purporting  to  be  represented   by  Documents,   (iii)  the  validity,
sufficiency,  genuiness or collectibility of Documents (including  insurance) or
instruments, or of any endorsements thereon, (iv) any irregularity in connection
with  shipment,  including,  without  limitation,  any  default  or fraud by the
shipper or others, the time, place, manner or order of shipment, non-shipment of
goods or partial or incomplete shipments,  failure to arrive or delay in arrival
of goods or Documents, or failure to give notice of shipment or arrival of goods
or Documents, (v) breach of contract between Customer and any Credit beneficiary
or other party, (vi) consequences of compliance with laws,  orders,  regulations
or customs in effect in places of  negotiation  or payment of any Credit,  (vii)
failure  of  Drafts or other  payment  demands  to bear  reference  or  adequate
reference to any Credit,  (viii) failure of any negotiating  bank to comply with
MLBFS' directions, (ix) failure of any party to surrender or take up any Credit,
(x)  failure of any party to note the  amount of any Draft or payment  demand on
the  reverse  side of any  Credit,  or forward  Documents  apart from  Drafts as
required by the terms of any Credit (each of which requirements may be waived by
the  applicable  Issuing  Bank even if included  in any  Credit);  (xi)  errors,
omissions,  interruptions or delays in transmission or delivery of any messages,
however sent and whether plain or in code or cipher, or errors in translation or
interpretation  of  technical  or other  terms,  or (xii)  without  limiting the
foregoing, any other act or omission not done or omitted in bad faith

(b) MLBFS shall have no duty to inquire  into (i) the  existence of any disputes
or controversies between Customer and the beneficiary of any Credit or any other
person,  including  without  limitation the  applicable  Issuing Bank and/or its
correspondents,  or (ii) the truth,  accuracy or occurrence of any fact or event
referred  to  in  any  certificate  or  other  Document  presented  under  or in
connection with any Credit MLBFS' sole  obligation  shall be limited to honoring
requests for payment by the applicable Issuing Bank made under and in compliance
with  any  Credit  notwithstanding,  (A) any  assistance  which  MLBFS  may have
rendered in connection  with the preparation of the wording of the Credit or any
certificate or other Documents required to be presented  thereunder,  or (B) any
awareness or knowledge which MLBFS may have  concerning any  transaction  giving
rise to any Credit.

7 INDEMNIFICATION AND INCREASED COSTS.

(a) Customer agrees to indemnify and hold MLBFS, the applicable Issuing Bank and
its correspondents and their respective officers, agents, directors,  successors
and assigns  harmless from and against any and all claims,  losses,  liabilities
and expenses (including  reasonable  attorneys' fees) resulting from or incurred
in connection  with this  Supplement,  any Application  and/or any Credit,  and,
without  limiting the foregoing,  Customer agrees to bear and pay all reasonable
expenses  of  every  kind  for  the  enforcement  of any of  MLBFS'  and/or  the
applicable  Issuing Bank's rights herein  mentioned or of any claim or demand by
MLBFS and/or the applicable Issuing Bank against Customer;  excluding,  however,
from said indemnity any such claims,  liabilities,  etc arising  directly out of
the willful wrongful act or active gross negligence of MLBFS or the Issuing Bank
If any  attorney is used at any time or from time to time to enforce any of said
obligations or this Supplement or to represent MLBFS and/or such Issuing Bank in
any legal proceeding concerning any Credit (including,  without limitation,  any
attempt by Customer to enjoin or delay  MLBFS'  payment for the honor of a draft
or payment demand under any Credit),  MLBFS' and such Issuing Bank's  reasonable
attorneys' fees shall be added thereto

(b) If any  law or  regulation,  any  change  in any law or  regulation,  or any
interpretation  thereof by any court or administrative or governmental authority
charged or claiming to be charged with the administration thereof, or any change
in  generally  accepted  accounting  principles  applicable  to MLBFS and/or the
applicable  Issuing  Bank,  shall  (i)  impose,  modify or make  applicable  any
reserve,  special deposit or similar  requirement  against any Credits issued by
such Issuing  Bank or with  respect to this  Supplement  or the  applicable  CLC
Agreement,  the Credit or any related Document or any transactions  hereunder or
<PAGE>
thereunder, or (ii) impose on MLBFS and/or the applicable Issuing Bank any other
condition regarding this Supplement, the applicable CLC Agreement, the Credit or
any related Document,  or (iii) subject MLBFS and/or the applicable Issuing Bank
to any tax, charge, fee, deduction or withholding of any kind whatsoever and the
result of any such event or any similar  measure,  shall be to increase the cost
to MLBFS or to such  Issuing  Bank with  respect to issuing or  maintaining  any
Credit or to reduce  the  amount of  principal  of,  interest  on, or any fee or
compensation  receivable  by MLBFS  and/or such  Issuing  Bank in respect of any
Credit or this Supplement,  Customer shall promptly pay to MLBFS or such Issuing
Bank,  upon  demand,  and from time to time upon  receipt from MLBFS and/or such
Issuing Bank of a certificate  as to such  increased  cost,  completed as of the
effective date of such change of  interpretation,  all additional  amounts which
are  necessary to compensate  MLBFS and/or such Issuing Bank for such  increased
cost A  certificate  from MLBFS or the  applicable  Issuing Bank as to increased
costs  shall  show the manner of  calculation  and shall be  conclusive  (absent
manifest  error) as to the amount  thereof In  addition,  without  limiting  the
foregoing,   if  any  such  change  in  applicable   law  or   regulations,   or
interpretation  thereof or in generally  accepted  accounting  principles should
occur,  but such change or  interpretation  does not increase any cost or reduce
any fee or  compensation,  Customer  nevertheless  agrees  to pay to MLBFS a fee
which will adequately  compensate  MLBFS, in its' reasonable  judgment,  for any
adverse non-monetary impact on MLBFS.

8.  INSURANCE.  Customer shall keep all property  shipped in connection with any
Credit  insured in such  amounts,  against such risks,  upon such terms and with
such  insurers as may be required by MLBFS from time to time,  and shall furnish
to MLBFS on request a certificate  or other  evidence  satisfactory  to MLBFS of
such insurance Customer understands and agrees that any insurance required to be
obtained  pursuant to this  Section is and shall be deemed  supplemental  to any
required by or obtained in favor of the applicable Issuing Bank

9.  RESERVATION  OF RIGHTS OF MLBFS MLBFS RESERVES THE RIGHT AT ANY TIME WITHOUT
NOTICE TO OR THE  CONSENT  OF  CUSTOMER  AND IN MLBFS'  SOLE  DISCRETION  TO (i)
TERMINATE  OR MODIFY IN ANY  MANNER ITS  LETTER OF CREDIT  ARRANGEMENT  WITH ANY
ISSUING BANK, (ii) TERMINATE ITS LETTER OF CREDIT PROGRAM,  (iii) REFUSE WITH OR
WITHOUT CAUSE TO APPROVE ANY REQUEST OR REQUESTS OF CUSTOMER FOR THE ISSUANCE OR
AMENDMENT  OF A CREDIT OR WAIVER OF ANY  DISCREPANCY  IN A DRAWING  OF A CREDIT,
(iv)  LIMIT THE  NUMBER OF LETTERS OF CREDIT  ISSUED  PURSUANT  HERETO,  AND (v)
TERMINATE OR AMEND THIS SUPPLEMENT AND CUSTOMER'S RIGHTS HEREUNDER

10 MISCELLANEOUS.

(a) Customer  shall furnish  MLBFS with a list of persons  authorized to act for
Customer in  connection  with this  Supplement,  any  Application  or any Credit
issued  pursuant to this  Supplement  MLBFS shall be authorized  and entitled to
rely upon any written or tele-transmitted  Application or other communication or
any message or conversation  by telephone  received or purporting to be received
from one of such persons or any other person reasonably  believed by MLBFS to be
duly authorized to act for Customer hereunder

(b) Customer  shall not assign any of its rights  and/or  obligations  hereunder
unless the prior  written  consent of each of MLBFS and the  applicable  Issuing
Bank is obtained  Customer  acknowledges and agrees that MLBFS may freely assign
or delegate any of its rights and duties  hereunder,  or in connection  with any
Credit, to any entity without notice to or the consent of Customer

(c) No delay on the part of MLBFS and/or the applicable  issuing Bank, or on the
part of any assignee,  in exercising any power or right  hereunder shall operate
as a waiver of any power or right nor shall any  single or partial  exercise  of
any power or right hereunder preclude oilier of further exercise thereof, or the
exercise of any other power or right The rights and  remedies  herein  expressly
specified are cumulative and not exclusive of any other rights or remedies which
MLBFS and/or the  applicable  Issuing Bank or any of their assigns may otherwise
have or would have under applicable law
<PAGE>
(d) MLBFS is hereby  irrevocably  authorized,  but not obligated,  to obtain and
receive any and all  communications  and/or  material  of any nature  whatsoever
relating to Credits or in connection  with  Customer's  participation  in MLBFS'
Letter  of  Credit  Arrangement,  including,  without  limitation,  any  and all
communications from or to the applicable Issuing Bank

(e) All notices and other  communications  required or permitted hereunder shall
be given and shall  become  effective in the manner and at the time set forth in
the Loan Agreement

(f) If Customer  shall fail to do any act or thing it has covenanted to do under
this  Supplement or the  applicable  CLC Agreement or if any  representation  or
warranty  on the  part  of  Customer  contained  in this  Supplement  or the CLC
Agreement  shall be breached,  MLBFS may, in its sole  discretion,  after 5 days
written notice is sent to Customer, do the same or cause it to be done or remedy
any such  breach,  and may  expend its funds for such  purpose,  and any and all
amounts so expended by MLBFS shall be repayable to MLBFS by Customer immediately
upon MLBFS' demand therefor, with interest at the Interest Rate described in the
Loan  Agreement  during  the  period  from and  including  the date funds are so
expended by MLBFS to the date of  repayment,  and any such amounts due and owing
MLBFS shall be additional Obligations of Customer to MLBFS secured hereunder and
under the Loan Agreement

(g)  Customer  agrees to do such  further  acts and things  and to  execute  and
deliver to MLBFS such additional agreements,  instruments and documents as MLBFS
may  reasonably  require or deem  advisable to carry into effect the purposes of
this Supplement,  or to confirm unto MLBFS its rights, powers and remedies under
this Supplement

(h) This Supplement  shall be governed by and interpreted  under the laws of the
State of Illinois,  and may be enforced by MLBFS in any  jurisdiction  where the
Loan Agreement may be enforced

(i) Whenever possible, each provision of this Supplement shall be interpreted is
such manner as to be effective and valid under  applicable  law Any provision of
this Supplement which is prohibited or unenforceable in any jurisdiction  shall,
as to such  jurisdiction,  be ineffective only to the extent of such prohibition
or  unenforceability  without  invalidating  the  remaining  provisions  of this
Supplement or affecting the validity or  enforceability of such provision in any
other jurisdiction

(j) This  Supplement  is an  Additional  Agreement  under  the  Loan  Agreement,
constitutes the entire understanding and represents the full and final agreement
between the parties with respect to the subject  matter  hereof,  and may not be
contradicted by evidence of prior written  agreements or prior,  contemporaneous
or  subsequent  oral  agreements  of the parties.  There are no  unwritten  oral
agreements between the parties.
<PAGE>
IN WITNESS WHEREOF, this Supplement has been executed as of June 19, 2001

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/
   ----------------------------
<PAGE>
EXHIBIT A

ATTACHED TO AND HEREBY MADE A PART OF THAT CERTAIN  LETTER OF CREDIT  SUPPLEMENT
TO WCMA LOAN AND SECURITY AGREEMENT NO. 749-07V74 BETWEEN MERRILL LYNCH BUSINESS
FINANCIAL SERVICES INC. AND RENT-A-WRECK OF AMERICA,  INC. D/B/A  "RENT-A-WRECK"
AND "PRICELESS".

Stand-By Letters of Credit

Commitment Fee.        1/4% flat
Processing Fee         $1,500 each
Amendment Fee          $150 each (for amendments other than an annual extension)
Stand-By Commission    1.0% flat, or $1,000,  whichever is higher
Negotiation Fees       1/2% flat or $500 minimum per draw

Documentary Letters of Credit:

Commitment Fee         1/4% flat
Issuance Fee.          1/4% flat or $200.00, whichever is higher
Amendment Fees         1/4% flat or $150.00, whichever is higher
Cancellation Fees.     $150.00
Negotiation Fees       3/4% flat or $250.00 minimum per draw
Cable Fees             $50.00 each

Note The  above are per  annum  charges.  Fees  subject  to change  There may be
additional fees if any additional services are required.
<PAGE>
                         EXHIBIT A TO SERVICE AGREEMENT

                            CONTINUING AGREEMENT FOR
                          LETTERS OF CREDIT FOR CLIENTS
                            OF MERRILL LYNCH BUSINESS
                             FINANCIAL SERVICES INC.

The Northern Trust Company
55 South LaSalle Street
Chicago, Illinois 60675

Attention: Division Head, Financial Institutions Division

Gentlemen:

In  consideration  for the issuance by THE NORTHERN  TRUST  COMPANY (the "Bank")
from time to time, upon receipt of Applications  AND solely at the option of the
Bank,  of one or more letters of credit (each a "Credit" and  collectively,  the
"Credits") in connection with the Merrill Lynch Business Financial Services Inc.
("MLBFS")  letter of credit  arrangement,  Rent-A-Wreck  of  America,  Inc.  , a
corporation (the "Applicant") hereby agrees with MLBFS and the Bank with respect
to each Credit issued by the Bank, as follows:

1.  Definitions. As used in this Agreement:

(a) An  "Application"  means  the  Application  by the  Applicant  for a Credit,
substantially in the form of Annex 1 or Annex 2 hereto,  as applicable,  as such
Application may be amended or modified from time to time.

(b) An  "Instrument"  means any  draft,  receipt,  acceptance,  teletransmission
(including,  but not limited to, telex or cable),  or other  written  demand for
payment made in connection with a Credit.

(c) "Property"  means goods and merchandise  and any and all documents  relating
thereto,  securities,  funds,  chooses in action and any and all other  forms of
property, whether real, personal or mixed and any right or interest therein.

(d) "Uniform  Customs and  Practice"  with respect to a Credit means the Uniform
Customs and Practice for  Documentary  Credits  (1993  Revision),  International
Chamber of Commerce  Publication  No. 500 and any  subsequent  revision  thereof
adhered to by the Bank on the date such Credit-is  issued.  The Uniform  Customs
and Practice shall serve, in the absence of proof expressly to the contrary,  as
evidence of general bank usage.

(e) "Instructions" means oral or written instruction or instructions transmitted
by  teleprocessor  given on behalf of the  Applicant by one or more  officers or
employees  of the  Applicant  (each such  officer or  employee,  or  combination
thereof, being hereinafter referred to as an "authorized person").

2.  Applications  for the Issuance of Credits.  The Applicant  shall request the
issuance  of any Credit  pursuant to this  Agreement  by  completing  the Bank's
then-current  Application.  The present forms of Application are attached hereto
at Annex 1 and Annex 2. Each Application shall constitute a certification by the
Applicant that any representation,  warranty or commitment made by the Applicant
in this Agreement is true and correct as of the date of such  Application.  Upon
the Bank's  receipt of an  Application,  the Bank may, but shall not be required
to,  issue a Credit in  response  thereto.  However,  if the  Bank,  in its sole
discretion,  chooses not to issue a Credit,  the Bank will notify the  Applicant
and MLBFS promptly of its decision.  Amendments to any  Application and requests
to amend any Credit  issued by the Bank shall be in  accordance  with the Bank's
procedures  governing  such  amendments.  The  Bank  will  promptly  notify  the
Applicant and MLBFS of its decision upon such requests.
<PAGE>
3.  Reimbursement  Obligation.  On behalf of the  Applicant,  MLBFS will pay the
Bank, on demand at the Bank's principal office, in immediately  available funds,
the  amount  required  to pay each  Instrument  or other  amount  paid  under or
purporting  to be  under  a  Credit  upon  documents  presented  in  substantial
compliance  with the  terms  of the  Credit.  Such  payment  shall be made  with
interest from the date of the Bank's  payment to the date of  reimbursement.  If
the  Instrument is in foreign  currency,  such payment shall be in United States
currency at the Bank's selling rate for cable  transfers to the place of payment
of the Instrument  current on the date of payment or of the Bank's settlement of
its  obligation,  as the Bank may  require.  If, for any  cause,  on the date of
payment or  settlement,  as the case may be,  there is no selling  rate or other
rate of exchange  generally  current in New York for effecting  such  transfers,
MLBFS  will pay the Bank on behalf of the  Applicant,  on  demand,  an amount in
United States currency equivalent to the Bank's actual cost of settlement of its
obligation  however  or  whenever  the Bank  shall  make such  settlement,  with
interest from the date of settlement to the date of payment.  The Applicant will
comply with all governmental exchange regulations now or hereafter applicable to
each Credit or Instrument or payment related thereto and MLBFS will pay the Bank
on behalf of the Applicant, on demand, in United States currency, such amount as
the  Bank  may be or may  have  been  required  to  expend  on  account  of such
regulations.

4.  Payment  of  Commissions,  Expenses  and  Interest.  MLBFS on  behalf of the
Applicant will pay the Bank, on demand,  the Bank's  commission and all charges,
costs,  and expenses paid or incurred by the Bank in connection with any Credit,
and interest where  chargeable,  including fees and charges of counsel and costs
allocated  by the  Bank's  internal  legal  department  in  connection  with the
performance or enforcement  of this  Agreement or any Credit.  Unless  otherwise
agreed:

(a) commissions  payable  hereunder shall be at the rate customarily  charged by
the Bank at the time in like circumstances;

(b)  interest  payable  hereunder  on amounts  not paid when due shall be at the
highest  non-default  interest rate  provided for in the  agreement  between the
Applicant  and  MLBFS  governing  the  Applicant's  Working  Capital  Management
Account; and

(c) in addition to commissions,  fees and amounts otherwise payable with respect
to the issuance of any Credit, MLBFS on behalf of the Applicant shall pay to the
Bank on demand such amounts as the Bank in its sole  discretion  determines  are
necessary  to  compensate  it for any  cost  or  reduction  of  rate  of  return
attributable to the existence of this Agreement,  any Application or its issuing
or having  outstanding  such Credits  resulting from the application of any law,
rule or  regulation  applicable to the Bank (whether or not having force of law)
regarding  any reserve,  assessment,  capital  adequacy or similar  requirements
relating  to  letters of credit or the  reimbursement  agreements  with  respect
thereto or to similar  liabilities or assets of the Bank whether existing at the
time of issuance of the Credit or adopted thereafter; provided, however, that in
the case of a sale of a  participation  permitted  by  paragraph  15 hereof  all
amounts  payable by MLBFS on behalf of the Applicant under paragraph 3(c) hereof
shall  be  determined  as if the  Bank  had not  sold  such  participation.  The
Applicant  acknowledges that there may be various methods of allocation costs to
the Credits and agrees that the Bank's  allocation  for purposes of  determining
the costs  referred  to above shall be  conclusive  and  binding  provided  such
allocation is made in good faith.

5.  Authorization of MLBFS. The Applicant hereby  irrevocably  authorizes MLBFS,
and MLBFS  agrees,  to pay to the Bank on behalf  of the  Applicant  any and all
amounts due to the Bank in accordance  with the terms of or in  connection  with
any Credit or this Agreement, including but not limited to all amounts specified
in Sections 3 and 4 of this Agreement.  MLBFS agrees to make payment as follows:
MLBFS shall debit Applicant's WCMA Account at MLBFS's affiliate,  Merrill Lynch,
Pierce,  Fenner & Smith  Incorporated,  and apply the proceeds to the payment of
any amount due the Bank in accordance with the terms of any Credit. In the event
there  are not  sufficient  funds or  assets  available  to  debit in such  WCMA
Account,  MLBFS shall advance the funds  required to pay the Bank any amount due
in accordance with the terms of any Credit. The Applicant shall remain obligated
<PAGE>
to  reimburse  MLBFS  any  amount  paid to the Bank  pursuant  to the  foregoing
sentence in  accordance  with the  provisions  of the  Applicant's  WCMA Account
Agreement and the supplement  thereto entered into in connection with the letter
of credit arrangement.

6. Proper Drawing;  Bank's  Honoring.  The Bank may honor, as complying with the
terms of the Credit and of the  Application,  any  instrument or other  document
otherwise  in  order  signed  or  issued  by  a  person   purporting  to  be  an
administrator,  executor, trustee in bankruptcy, debtor in possession,  assignee
for the benefit of creditors, liquidator, receiver or other legal representative
of the party  authorized  under such Credit to draw or issue such instruments or
other documents. The Bank shall have no duty to determine the proper identity of
any one  appearing in any draft or document as a  transferee  and any payment by
the  Bank to any  purported  transferee  as  determined  by the  Bank is  hereby
authorized. The Bank may accept and pay drafts without requiring the delivery of
shipping documents.

7. Amendment,  Change,  Modification;  No Waiver. In the event of any amendment,
change or modification, with the consent of the Applicant and MLBFS, relating to
any Credit or any  Instruments  or documents  called for  thereunder,  including
waiver of  noncompliance  of any such Instruments or documents with the terms of
such Credit,  this Agreement shall be binding upon the Applicant <1> with regard
to such  Credit as so  amended,  changed,  or  modified,  and with regard to any
action taken by MLBFS, the Bank or any of their correspondents relative thereto.
No amendment,  change,  waiver,  or  modification to which MLBFS or the Bank has
consented  shall be deemed to mean that  MLBFS or the Bank will  consent  or has
consented to any other or subsequent request to amend, change,  modify, or waive
a term of such Credit.  MLBFS or the Bank shall not be deemed to have waived any
of  their  respective  rights  hereunder,  unless  MLBFS  or the  Bank or  their
respective  authorized agents shall have signed such waiver in writing.  No such
waiver,  unless  expressly  stated  therein,   shall  be  effective  as  to  any
transaction  which occurs  subsequent to the date of such waiver,  nor as to any
continuance of a breach after such waiver.

8. U.C.P.; Agreements and Acknowledgments;  Indemnification. The Uniform Customs
and Practice shall be binding on this Agreement,  each Credit  hereunder and all
transactions in connection  therewith  except to the extent that it is otherwise
expressly agreed. It is also agreed that:

(a) user(s) of any Credit shall not be deemed agents of the Bank;

(b) none of MLBFS, the Bank, their affiliates, their subsidiaries, or the Bank's
correspondents  shall be  responsible  for any  act,  error,  neglect,  default,
omission, insolvency or failure in the business of any of their correspondents;

(c) any action,  inaction or omission on the part of MLBFS or the Bank or any of
their affiliates,  subsidiaries or  correspondents,  under or in connection with
any Credit or the relative Instruments, documents or Property, if in good faith,
shall be binding upon the Applicant  <2> and shall not place MLBFS,  the Bank or
any of its  correspondents  under any  liability to the  Applicant <3> and in no
event shall the Bank or any  correspondent be liable for any special,  punitive,
exemplary or consequential damages; and

(d) the Applicant will promptly examine:  (i) the copy of any Credit (and of any
amendments  thereof)  sent to it by the  Bank;  and  (ii)  all  Instruments  and
documents  delivered to it from time to time,  and, in the event of any claim of
noncompliance  with the  Applicant's  instructions  or other  irregularity,  the
Applicant will  immediately  notify the Bank thereof in writing,  with a copy to
MLBFS,  the Applicant  being  conclusively  deemed to have waived any such claim
against MLBFS, the Bank and their correspondents  unless such notice is given as
aforesaid.

9.  Instructions;  No Liability.  Instructions  (whether  oral, or by telephone,
teletransmission  or by other  means)  may be  honored  by MLBFS or the Bank (as
applicable)  when received from anyone  purporting to be authorized to give such
instructions  for the  Applicant.  Applicant  agrees to furnish the Bank (with a
copy to MLBFS) with written  confirmation of each such instruction signed by the
<PAGE>
person giving such instruction,  or other authorized officer, but MLBFS's or the
Bank's  responsibility  with respect to any instruction shall not be affected by
the. failure to receive, or the content of, such confirmation. Neither MLBFS nor
the Bank shall have any  responsibility to notify Applicant of any discrepancies
between Applicant's instructions and its written confirmation,  and in the event
of any such discrepancy,  the original  instructions shall govern. MLBFS and the
Bank shall be fully  protected in, and shall incur no liability to the Applicant
for, acting upon any oral,  telephone,  teletransmission  or other  instructions
which  MLBFS  or the  Bank in good  faith  believes  to have  been  given by any
authorized  person,  and in no event  shall  MLBFS or the Bank be liable for any
special,  punitive,  exemplary or consequential damages.  Either of MLBFS or the
Bank may, at its option, use any means of verifying instructions received by it.
Either of MLBFS or the Bank also may, at its option,  refuse to act on any oral,
telephone,  teletransmission  or other instruction or any part thereof,  without
incurring any responsibility  for any loss,  liability or expense arising out of
such refusal.

10. Indemnification.  The Applicant agrees to hold MLBFS, the Bank, each officer
and employee and each branch, affiliate and subsidiary of MLBFS or the Bank, and
their correspondents  indemnified and harmless against any and all claims, loss,
liability, damage or cost, including reasonable counsel fees and allocated costs
of internal  counsel,  howsoever  arising from or in connection with any Credit,
including without limitation all amounts adjudicated or otherwise ordered by any
court or other  tribunal  to be  payable  in  connection  with the Credit to the
beneficiary or its successors or assigns,  and any such claim, loss,  liability,
damage or cost  arising  out of any  transfer,  sale,  delivery,  surrender,  or
endorsement  of any  document at any time(s)  held by MLBFS,  the Bank or any of
their officers, employees,  branches,  affiliates or subsidiaries,  held for the
account  of any  one of  them  by any  correspondent  of  any  one of  them,  in
connection  with such  Credit,  or arising out of any action for  injunctive  or
other judicial or  administrative  relief  arising out of or in connection  with
such Credit and  affecting,  directly  or  indirectly,  MLBFS,  the Bank or such
affiliate or subsidiary.

11. Licenses;  Insurance;  Regulations.  The Applicant will procure promptly any
necessary import, export or other licenses for the import, export or shipping of
the Property shipped under or pursuant to or in connection with such Credit, and
will comply with all foreign and domestic governmental  regulations in regard to
the shipment of such  Property or the financing  thereof,  and will furnish such
certificates  in that respect as the Bank may at any time(s)  require,  and will
keep such Property adequately covered by insurance.

12. Continuing  Rights and Obligations.  MLBFS's and the Bank's rights hereunder
shall continue  unimpaired,  and the Applicant shall be and remain  obligated in
accordance with the terms and provisions  hereof.  No delay,  extension of time,
renewal,  compromise or other  indulgence which may occur or be granted by MLBFS
or the Bank shall impair  MLBFS's or the Bank's rights or powers  hereunder.  If
the Applicant is a  partnership,  its  obligations  hereunder  shall continue in
force  and  apply,   notwithstanding  any  change  in  the  membership  of  such
partnership,  whether  arising  from  the  death  or  retirement  of one or more
partners or the accession of one or more new  partners.  If more than one entity
and/or person signs this Agreement,  each of them shall be jointly and severally
liable  hereunder  and all  the  terms  and  provisions  regarding  liabilities,
obligations  and Property of such  entities  and/or  persons  shall apply to any
liabilities, obligations and Property of any and all of them.

13. Jurisdiction and Venue;  Service of Process;  Appointment of Agent;  Waiver.
The Applicant hereby consents to the non-exclusive jurisdiction (i) of any court
of record of the State in which the branch of the Bank to which  this  Agreement
is  addressed  is  located  (ii) of the  United  States  District  Court for the
appropriate  District of such State and agrees that such court shall be a proper
forum for any action or suit arising out of or in connection with this Agreement
or any  Credit.  Service of process in any such  action or suit may be made upon
the  Applicant by mailing a copy of the summons to the  Applicant  either at the
address set forth below or at the Applicant's last address  appearing in MLBFS's
or the Bank's records. The Applicant also waives:
<PAGE>
(a) the right to trial by jury in the event of any  litigation to which MLBFS or
the Bank and the  Applicant  are parties in respect of any matter  arising under
any Credit (including,  but not limited to, this Agreement and any Application),
whether  or not  such  litigation  has been  commenced  in  respect  of a Credit
(including,  but not limited to, this Agreement and any Application) and whether
or not other persons are also parties thereto;

(b) any  immunity  it or its  Property  may now or  hereafter  have  from  suit,
jurisdiction,  attachment  (whether  prior to judgment or in aid of  execution),
execution or other legal process; and

(c) any claim against MLBFS or the Bank for consequential,  exemplary,  punitive
or special damages.

Notice of acceptance of this Agreement by the Applicant is waived.

14.  Consent to Disclose.  Applicant  hereby  consents to the  dissemination  to
subsidiaries and affiliates of the Bank of information in the Bank's  possession
relating to the  Application in connection with any proposed  participations  by
the Bank of any of the rights and obligations hereunder.

15. Non-Waiver by MLBFS and Bank. It is expressly recognized and acknowledged by
the Applicant that  notwithstanding  anything to the contrary  contained herein,
MLBFS and the Bank do not waive their common law or statutory  rights of set-off
or any other rights generally available to creditors.

16.  Assignment;  Applicable Law. The Bank may assign or sell  participations in
all or any  part of each  Credit  or this  Agreement  to  another  entity.  This
Agreement may not be assigned by the Applicant without the prior written consent
of  MLBFS  and  the  Bank.  This  Agreement  and  all  rights,  obligations  and
liabilities  arising hereunder shall be binding upon and inure to the benefit of
MLBFS  and the  Bank and the  Applicant  and  their  respective  successors  and
permitted  assigns.  This  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the State of Illinois,  provided that to the extent
there is any conflict  between such laws and the Uniform  Customs and  Practice,
the Uniform Customs and Practice shall control.

17.  Conflict.  In the  event  that the  terms  hereof  conflict  with the terms
contained in any Application, the terms of this Agreement shall control.

Very truly yours,

/s/ Ken Blum, Jr.

(APPLICANT)

ACKNOWLEDGED AND AGREED TO:

MERRILL LYNCH BUSINESS
FINANCIAL SERVICES, INC.

By:  /s/
Its: VP

THE NORTHERN TRUST COMPANY

By:

Its: