<PAGE>
                                                                    EXHIBIT 10.2

                               FIRST AMENDMENT TO
                       ASSET AND STOCK PURCHASE AGREEMENT

                  FIRST AMENDMENT TO ASSET AND STOCK PURCHASE AGREEMENT, dated
as of September 10, 2002 (the "First Amendment"), by and among Budget Group,
Inc., a Delaware corporation ("Seller"), the Subsidiaries of Seller listed on
Schedule 1 (collectively with Seller, "Seller Parties"), Cendant Corporation, a
Delaware corporation ("Parent"), and Cherokee Acquisition Corporation, a
Delaware corporation ("Buyer").

                  WHEREAS, Parent, Cherokee and Seller Parties have entered into
the Asset and Stock Purchase Agreement, dated as of August 22, 2002 (the
"Purchase Agreement"); and

                  WHEREAS, Parent, Cherokee and Seller Parties desire to amend
the Purchase Agreement as set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, the parties agree as follows:

                  1.       Defined Terms. Capitalized terms used but not defined
in this First Amendment shall have the respective meanings assigned thereto in
the Purchase Agreement.

                  2.       Amendment to the Purchase Agreement.

                           (a)      The definition of the term "Cash Purchase
Price" in Section 1.1 of the Purchase Agreement is hereby amended by replacing
"$107,500,000" with "$110,000,000."

                           (b)      Section 2.5(a)(vi) of the Purchase Agreement
is hereby amended by adding ", or on account of the fees and expenses, including
the fees and expenses of attorneys and professionals, of the Indenture Trustees
of (i) the 9 1/8% Senior Notes Due 2006, (ii) the 6.85% Convertible Subordinated
Notes, Series B, Due 2007 and (iii) the Remarketable Term Income Deferrable
Equity Securities Due 2028" after the words "Additional DIP Asset-Backed
Financing" in the fourteenth line thereof.

                           (c)      Section 8.6(b)(i) of the Purchase Agreement
is hereby amended by adding the following proviso at the end of such Section:

                  "; provided, further, that if Buyer terminates this Agreement
                  pursuant to Sections 8.3(a) or 8.3(b) and Buyer's recovery is
                  not limited to $3,500,000 by virtue of the immediately
                  preceding proviso (i) or (ii) above, Buyer shall be entitled
                  to receive (A) 23.34% of the Termination Amount (i.e.,
                  $3,500,000) within two Business Days of such termination and
                  (B)

<PAGE>

                  76.66% of the Termination Amount (i.e., $11,500,000) upon the
                  closing of an Alternative Transaction or (C) if no Alternative
                  Transaction closes, such additional amount, not to exceed
                  $11,500,000, as the Bankruptcy Court determines pursuant to a
                  Final Order compensates Buyer and Parent for their reasonable
                  pre-Petition and post-Petition costs, fees and expenses
                  (including pre-Petition and post-Petition attorneys',
                  accountants' and financial advisors' fees and expenses)
                  incurred in connection with the transaction contemplated by
                  this Agreement (including their due diligence with respect to
                  the Debtors, the Acquired Assets and the Assumed Liabilities,
                  the drafting and negotiation of this Agreement (including the
                  schedules and exhibits hereto and the Seller Parties
                  Disclosure Schedule) and the Ancillary Agreements), such
                  reasonableness to be determined from the point of view of a
                  reasonable potential buyer of the Acquired Business after
                  taking into account the actual payment of the $3,500,000
                  referred to above."

                  3.       Continuing Effect of Purchase Agreement. Except as
specifically amended pursuant to this First Amendment, the provisions of the
Purchase Agreement are and shall remain in full force.

                  4.       Counterparts. This First Amendment may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement, and the executed counterparts taken together shall be deemed to be
one originally executed document.

                  5.       Governing Law. Except to the extent the mandatory
provisions of the Bankruptcy Code apply, this First Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely in such state without
regard to principles of conflicts or choice of laws or any other law that would
make the laws of any other jurisdiction other than the State of New York
applicable hereto.

                [Remainder of this page intentionally left blank]


                                       2
<PAGE>

                  IN WITNESS WHEREOF, Parent, Cherokee and Seller Parties have
caused this First Amendment to be signed by their respective officers thereunto
duly authorized, all as of the date first written above.

                                    BUDGET GROUP, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    CHEROKEE ACQUISITION
                                    CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Eric J. Bock
                                    Title: Secretary

                                    CENDANT CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Eric J. Bock
                                    Title: Executive Vice President, Law and
                                    Corporate Secretary

                                    BGI AIRPORT PARKING, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       3
<PAGE>

                                    BGI SHARED SERVICES, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    BGI SHARED SERVICES, LLC



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    VEHICLE RENTAL ACCESS
                                    COMPANY, LLC



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    PREMIER CAR RENTAL LLC



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       4
<PAGE>

                                    AUTO RENTAL SYSTEMS, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    RYDER TRS, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    RYDER MOVE MANAGEMENT, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    MASTERING THE MOVE REALTY, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       5
<PAGE>

                                    THE MOVE SHOP, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    RYDER RELOCATION SERVICES, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    BUDGET STORAGE CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    BUDGET RENT A CAR CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       6
<PAGE>

                                    CONTROL RISK CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    PHILIP JACOBS INSURANCE AGENCY,
                                    INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    BUDGET RENT-A-CAR
                                    INTERNATIONAL, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    BUDGET CAR SALES, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       7
<PAGE>

                                    TCS PROPERTIES, LLC



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    IN MOTORS VI, LLC



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    VALCAR RENTAL CAR SALES, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    DIRECTORS ROW MANAGEMENT
                                    COMPANY, LLC



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       8
<PAGE>

                                    TEAM CAR SALES OF SOUTHERN
                                    CALIFORNIA, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    TEAM CAR SALES OF SAN DIEGO,
                                    INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    TEAM CAR SALES OF RICHMOND,
                                    INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    TEAM CAR SALES OF PHILADELPHIA,
                                    INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       9
<PAGE>

                                    TEAM CAR SALES OF DAYTON, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    TEAM CAR SALES OF CHARLOTTE,
                                    INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    WARREN WOOTEN FORD, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    PAUL WEST FORD, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       10
<PAGE>

                                    CARSON CHRYSLER PLYMOUTH
                                    DODGE JEEP EAGLE, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    BUDGET SALES CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    RESERVATION SERVICES, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    TEAM REALTY SERVICES, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       11
<PAGE>

                                    TEAM HOLDINGS CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    BUDGET RENT-A-CAR SYSTEMS, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President



                                    BUDGET -RENT-A-CAR OF ST. LOUIS,
                                    INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    BUDGET -RENT-A-CAR OF THE
                                    MIDWEST, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       12
<PAGE>

                                    BVM, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    DAYTON AUTO LEASE COMPANY,
                                    INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    MOSIANT CAR SALES, INC



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    NYRAC INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       13
<PAGE>

                                    BUDGET RENT A CAR CARIBE
                                    CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    BUDGET FLEET FINANCE
                                    CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President



                                    TRANSPORTATION AND STORAGE
                                    ASSOCIATES



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       14
<PAGE>

                                    BRAC CREDIT CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President

                                    TEAM FLEET SERVICES CORPORATION



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President



                                    BUDGET RENT A CAR ASIA-PACIFIC,
                                    INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President



                                    BUDGET RENT A CAR OF JAPAN, INC.



                                    By:
                                       -------------------------------
                                    Name: Robert L. Aprati
                                    Title: Executive Vice President


                                       15
<PAGE>

                                   SCHEDULE 1

                                 SELLER PARTIES

BGI Airport Parking, Inc.
BGI Shared Services, Inc.
BGI Shared Services, LLC
Vehicle Rental Access Company, LLC
Premier Car Rental LLC
Auto Rental Systems, Inc.
Ryder TRS, Inc.
Ryder Move Management, Inc.
Mastering the Move Realty, Inc.
The Move Shop, Inc.
Ryder Relocation Services, Inc.
Budget Storage Corporation
Budget Rent a Car Corporation
Control Risk Corporation
Philip Jacobs Insurance Agency, Inc.
Budget Rent-A-Car International, Inc.
Budget Car Sales, Inc.
TCS Properties, LLC
IN Motors VI, LLC
ValCar Rental Car Sales, Inc.
Directors Row Management Company, LLC
Team Car Sales of Southern California, Inc.
Team Car Sales of San Diego, Inc.
Team Car Sales of Richmond, Inc.
Team Car Sales of Philadelphia, Inc.
Team Car Sales of Dayton, Inc.
Team Car Sales of Charlotte, Inc.
Warren Wooten Ford, Inc.
Paul West Ford, Inc.
Carson Chrysler Plymouth Dodge Jeep Eagle, Inc.
Budget Sales Corporation
Reservation Services, Inc.
Team Realty Services, Inc.
Team Holdings Corporation
Budget Rent-A-Car Systems, Inc.
Budget Rent-A-Car of St. Louis, Inc.
Budget Rent-A-Car of the Midwest, Inc.
BVM, Inc.
Dayton Auto Lease Company, Inc.
Mosiant Car Sales, Inc.
NYRAC Inc.
Budget Rent a Car Caribe Corporation

<PAGE>

Budget Fleet Finance Corporation
Transportation and Storage Associates
BRAC Credit Corporation
Team Fleet Services Corporation
Budget Rent a Car Asia-Pacific, Inc.
Budget Rent a Car of Japan, Inc.


                                       ii