Bank of America                                             Customer # 41-565672

                                 LOAN AGREEMENT

     This Loan  Agreement (the  "Agreement")  dated as of March 29, 2000, by and
between Bank of America,  N.A., a national banking association  ("Bank") and the
Borrower described below.

     In  consideration  of the  Loan or Loans  described  below  and the  mutual
covenants and  agreements  contained  herein,  and intending to be legally bound
hereby, Bank and Borrower agree as follows:

     1.  DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined
herein,  the  following  terms  shall have the  meaning  set forth with  respect
thereto:

          A.  Borrowers.  Rent-A-Wreck  of  America,  Inc.  (RAWA),  a  Delaware
Corporation;  Rent-A-Wreck One Way, Inc. (RAWOW), a Maryland Corporation;  Bundy
American Corporation (BAC), a Maryland Corporation;  Rent-A- Wreck Leasing, Inc.
(RAWL), a Maryland Corporation;  PRICELESS  Rent-A-Car,  Inc. (PRAC), a Maryland
Corporation;  AND Consolidated  American Rental Insurance Company, LTD (CARI), a
Bermuda Corporation (individually as indicated, collectively the "Borrower")

          B.  Borrower's  Address:  10324 South  Dolfield  Drive  Owings  Mills,
Maryland 21117

          C. Current Assets. Current Assets means the aggregate amount of all of
Borrower's  assets which would, in accordance with GAAP,  property be defined as
current assets.

          D. Current Liabilities. Current Liabilities means the aggregate amount
of all current  liabilities  as determined in accordance  with GAAP,  but in any
event shall include all liabilities except those having a maturity date which is
more than one year from the date as of which such computation is being made.

          E.  Hazardous  Materials.  Hazardous  Materials  include all materials
defined as hazardous  materials or substances under any local,  state or federal
environmental laws, rules or regulations, and petroleum, petroleum products, oil
and asbestos.

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          F. Loan.  Any loan  described  in Section 2 hereof and any  subsequent
loan which states that it is subject to this Loan Agreement.

          G. Loan  Documents.  Loan Documents  means this Loan Agreement and any
and all  promissory  notes  executed  by Borrower in favor of Bank and all other
documents, instruments,  guarantees, certificates and agreements executed and/or
delivered by Borrower, any guarantor or third party in connection with any Loan.

          H.  Tangible  Net Worth.  Tangible Net Worth means the amount by which
total  assets  exceed  total  liabilities  less   Intercompany   and/or  Officer
-Receivables and other Intangible Assets, in accordance with GAAP.

          I. Accounting Terms. All accounting terms not specifically  defined or
specified  herein shall have the  meanings  generally  attributed  to such terms
under generally accepted accounting  principles ("GAAP"), as in effect from time
to  time,  consistently  applied,  with  respect  to  the  financial  statements
referenced in Section 3.H. hereof.

          J. Collateral Pool.  Collateral Pool means the sum of (a) the $600,000
Bank of America  Certificate  of Deposit,  plus (b) fifty  percent  (50%) of the
eligible receivables of the A/R Owners.

     2. LOANS.

          A. Loan. Bank hereby agrees to make (or has made) one or more loans to
Borrower. The obligation to repay the loans is evidenced by a promissory note or
notes of various dates (the  promissory  note or notes together with any and all
renewals,  extensions or  rearrangements  thereof being  hereafter  collectively
referred to as the "Note") having a maturity date,  repayment terms and interest
rate as set forth in the Note.

               i. Revolving  Credit  Feature.  The Loan provides for a revolving
line of credit (the "Line") under which Borrower may from time to time,  borrow,
repay and re-borrow funds.

               ii.  Borrowing  Base;  The Line is subject to the Borrowing  Base
Agreement attached hereto as Exhibit "A" and by reference made a part hereof.

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               iii. Letter of Credit Subfeature. As a subfeature under the Line,
Bank may from time to time up to and including MARCH 30, 2001,  issue letters of
credit for the account of Borrower (each, a "Letter of Credit" and collectively,
"Letters of Credit");  provided,  however,  that the form and  substance of each
Letter of Credit  shall be subject to approval  by Bank in its sole  discretion;
and  provided  further  that the  aggregate  undrawn  amount of all  outstanding
Letters of Credit shall not at any time exceed $1,000,000. Each Letter of Credit
shall be issued for a term not to exceed ONE YEAR,  as  designated  by Borrower,
provided,  however,  that no Letter  of Credit  shall  have an  expiration  date
subsequent to MARCH 31, 2001.  Letters of Credit may, at the Bank's  discretion,
contain an automatic renewal clause, The undrawn amount of all Letters of Credit
plus any and all amounts  paid by Bank in  connection  with  drawings  under any
Letter of Credit for which the Bank has not been  reimbursed  shall be  reserved
under the Line and shall not be available  for advances  thereunder.  Each draft
paid by Bank under a Letter of Credit shall be deemed an advance  under the Line
and shall be repaid in accordance with the terms of the Line;  provided however,
that if the Line is not  available  for any reason  whatsoever,  at the time any
draft is paid by Bank, or if advances are not  available  under the Line in such
amount due to any limitation of borrowing set forth herein, then the full amount
of such drafts shall be  immediately  due and payable,  together  with  interest
thereon,  from the date such  amount is paid by Bank to the date such  amount is
fully repaid by Borrower,  at that rate of interest applicable to advances under
the Line. In such event,  Borrower  agrees that Bank, at Bank's sole  discretion
may debit Borrower's deposit account with Bank for the amount of such draft.

     3. REPRESENTATIONS AND WARRANTIES.  Borrower hereby represents and warrants
to Bank as follows:

          A. Good  Standing.  Rent-A-Wreck  of America,  Inc., is a corporation,
duly organized, validly existing and in good standing under the laws of Delaware
and has the  power and  authority  to own its own  property  and to carry on its
business in each jurisdiction in which it does business.

          Rent-A-Wreck One Way, Inc., is a corporation,  duly organized, validly
existing and in good  standing  under the laws of Maryland and has the power and
authority  to own  its  own  property  and to  carry  on its  business  in  each
jurisdiction in which it does business.

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          Bundy American Corporation is a corporation,  duly organized,  validly
existing and in good  standing  under the laws of Maryland and has the power and
authority  to own  its  own  property  and to  carry  on its  business  in  each
jurisdiction in which it does business.

          Rent-A-Wreck Leasing, Inc., is a corporation,  duly organized, validly
existing and in good  standing  under the laws of Maryland and has the power and
authority  to own  its  own  property  and to  carry  on its  business  in  each
jurisdiction in which it does business.

          PRICELESS Rent-A-Car, Inc., is a corporation,  duly organized, validly
existing and in good  standing  under the laws of Maryland and has the power and
authority  to own its  own  property  and to  carry  on its  business  in  each*
jurisdiction in which it does business.

          Consolidated American Rental Insurance Company, LTD, is a corporation,
duly organized,  validly existing and in good standing under the laws of Bermuda
and has the  power and  authority  to own its own  property  and to carry on its
business in each jurisdiction in which it does business.

          B. Authority and Compliance.  Borrower has full power and authority to
execute and deliver the Loan Documents and to incur and perform the  obligations
provided for therein,  all of which have been duly  authorized by all proper and
necessary  action of the appropriate  governing body of Borrower.  No consent or
approval of any public authority or other third party is required as a condition
to the validity of any Loan  Document,  and Borrower is in  compliance  with all
laws and regulatory requirements to which it is subject.

          C. Binding  Agreement.  This  Agreement  and the other Loan  Documents
executed  by  Borrower  constitute  valid and  legally  binding  obligations  of
Borrower, enforceable in accordance with their terms.

          D. Litigation.  There is no proceeding  involving Borrower pending or,
to the  knowledge  of  Borrower,  threatened  before  any court or  governmental
authority,  agency or  arbitration  authority,  except as  disclosed  to Bank in
writing and acknowledged by Bank prior to the date of this Agreement.

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          E. No  Conflicting  Agreements.  There  is no  charter,  bylaw,  stock
provision,   partnership   agreement  or  other   document   pertaining  to  the
organization,  power or  authority  of Borrower and no provision of any existing
agreement,  mortgage, indenture or contract binding on Borrower or affecting its
property,  which  would  conflict  with or in any  way  prevent  the  execution,
delivery  or  carrying  out of the terms of this  Agreement  and the other  Loan
Documents.

          F. Ownership of Assets. Borrower has good title to its assets, and its
assets  are free  and  clear  of  liens,  except  those  granted  to Bank and as
disclosed to Bank in writing prior to the date of this Agreement.

          G. Taxes.  All taxes and  assessments due and payable by Borrower have
been paid or are being  contested in good faith by appropriate  proceedings  and
the Borrower has filed all tax returns which it is required to file.

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          H.  Financial   Statements.   The  financial  statements  of  Borrower
heretofore  delivered to Bank have been prepared in accordance with GAAP applied
on a  consistent  basis  throughout  the  period  involved  and  fairly  present
Borrower's  financial  condition as of the date or dates thereof,  and there has
been no material adverse change in Borrower's  financial condition or operations
since March 31, 1999.  All factual  information  famished by Borrower to Bank in
connection  with this  Agreement  and the ither  Loan  Documents  is and will be
accurate and complete on the date as of which such  information  is delivered to
Bank and is not and will not be  incomplete by the omission of any material fact
necessary to make such information not misleading.

          I. Place of Business. Borrower's chief executive office is located at

                           10324 South Dolfield Drive
                           Owings Mills, Maryland 21117

          J.  Environmental.  The conduct of Borrower's  business operations and
the condition of  Borrower's  property does not and will not violate any federal
laws,  rules or ordinances  for  environmental  protection,  regulations  of the
Environmental  Protection  Agency,  any  applicable  local or state  law,  rule,
regulation or rule of common law or any judicial interpretation thereof relating
primarily to the environment or Hazardous Materials.

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          K. Continuation of Representations and Warranties. All representations
and warranties made under this Agreement shall be deemed to be made at and as of
the date hereof and at and as of the date of any advance under any Loan.

     4.  AFFIRMATIVE  COVENANTS.  Until  full  payment  and  performance  of all
obligations of Borrower  under the Loan  Documents,  Borrower will,  unless Bank
consents otherwise in writing (and without limiting any requirement of any other
Loan Document):

          A. Financial  Condition.  Maintain  Borrower's  financial condition as
follows,  determined  in  accordance  with GAAP  applied on a  consistent  basis
throughout the period  involved  except to the extent  modified by the following
definitions:

          Maintain Tangible Net Worth of not less than:

          $1,500,000.00 at all times, to be measured quarterly.

          B. Financial  Statements and Other  Information.  Maintain a system of
accounting  satisfactory  to Bank  and in  accordance  with  GAAP  applied  on a
consistent  basis  throughout  the period  involved,  permit Bank's  officers or
authorized  representatives to visit and inspect Borrower's books of account and
other records at such reasonable times and as often as Bank may desire,  and pay
the reasonable fees and disbursements of any accountants or other agents of Bank
selected by Bank for the foregoing  purposes.  Unless  written notice of another
location  is given to Bank,  Borrower's  books and  records  will be  located at
Borrower's  chief  executive  office set forth above.  All financial  statements
called for below shall be prepared in form and content acceptable to Bank and by
independent certified public accountants acceptable to Bank.

In addition, Borrower will:

     i. Furnish to Bank audited  financial  statements  (SEC filing) of Borrower
for each fiscal year of  Borrower,  within 120 days after the close of each such
fiscal year.

     ii. Furnish to Bank SEC filings of Borrower for each QUARTER of each fiscal
year of Borrower, within 45 days after the close of each such period.

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     iii. Furnish to Bank accounts receivable agings, accompanied by a completed
borrowing base  certificate  for each quarter of Borrower,  within 45 days after
the close of each such period.

     iv.  Furnish to Bank  promptly  such  additional  information,  reports and
statements  respecting  the  business  operations  and  financial  condition  of
Borrower, from time to time, as Bank may reasonably request.

          C. Insurance.  Maintain insurance with responsible insurance companies
on  such of its  properties,  in such  amounts  and  against  such  risks  as is
customarily  maintained by similar  businesses  operating in the same  vicinity,
specifically  to include  fire and  extended  coverage  insurance  covering  all
assets,  business  interruption  insurance,  workers compensation  insurance and
liability  insurance,  all to be with such  companies and in such amounts as are
satisfactory  to Bank and providing for at least 30 days prior notice to Bank of
any  cancellation  thereof.  Satisfactory  evidence  of such  insurance  will be
supplied  to Bank prior to funding  under the  Loan(s) and 30 days prior to each
policy renewal.

          D. Existence and Compliance. Maintain its existence, good standing and
qualification  to  do  business,  where  required  and  comply  with  all  laws,
regulations  and  governmental   requirements  including,   without  limitation,
environmental  laws  applicable  to it or  to  any  of  its  property,  business
operations and transactions.

          E. Adverse  Conditions or Events.  Promptly  advise Bank in writing of
(i) any condition, event or act which comes to its attention that would or might
materially  adversely  affect  Borrower's  financial  condition or operations or
Bank's rights under the Loan Documents,  (ii) any litigation filed by or against
Borrower,  (iii) any event that has occurred  that would  constitute an event of
default under any Loan  Documents and (iv) any uninsured or partially  uninsured
loss through fire, theft, liability or property damage.

          F. Taxes and Other Obligations.  Pay all of its taxes, assessments and
other obligations,  including, but not limited to taxes, costs or other expenses
arising out of this transaction,  as the same become due and payable,  except to
the extent the same are being contested in good faith by appropriate proceedings
in a diligent manner.

          G.  Maintenance.  Maintain  all  of  its  tangible  property  in  good
condition and repair and make all necessary  replacements  thereof, and preserve
and  maintain  all  licenses,  trademarks,   privileges,   permits,  franchises,
certificates and the like necessary for the operation of its business.

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          H.  Environmental.  Immediately  advise Bank in writing of (i) any and
all enforcement, cleanup, remedial, removal, or other governmental or regulatory
actions instituted,  completed or threatened pursuant to any applicable federal,
state,  or local laws,  ordinances  or  regulations  relating  to any  Hazardous
Materials affecting Borrower's business operations;  and (ii) all claims made or
threatened   by  any  third  party   against   Borrower   relating  to  damages,
contribution,  cost recovery,  compensation,  loss or injury  resulting from any
Hazardous  Materials.  Borrower  shall  immediately  notify Bank of any remedial
action  taken by  Borrower  with  respect  to  Borrower's  business  operations.
Borrower will not use or permit any other party to use any  Hazardous  Materials
at any of  Borrower's  places  of  business  or at any other  property  owned by
Borrower except such materials as are incidental to Borrower's  normal course of
business,  maintenance  and repairs and which are handled in compliance with all
applicable  environmental  laws.  Borrower  agrees to permit  Bank,  its agents,
contractors  and  employees  to enter and  inspect any of  Borrower's  places of
business or any other  property of Borrower at any  reasonable  times upon three
(3)  days  prior  notice  for  the  purposes  of  conducting  an   environmental
investigation  and audit  (including  taking  physical  samples)  to insure that
Borrower is complying  with this covenant and Borrower  shall  reimburse Bank on
demand for the costs of any such environmental investigation and audit. Borrower
shall provide Bank, its agents, contractors,  employees and representatives with
access to and copies of any and all data and  documents  relating  to or dealing
with any Hazardous Materials used, generated,  manufactured,  stored or disposed
of by  Borrower's  business  operations  within  five  (5)  days of the  request
therefore.

          I. Advance Rate.  The Borrower may borrow,  at the Bank's  discretion,
amounts equal to fifty percent (50%) of the "Eligible Receivables" of RAWA, BAC,
RAWOW, RAWL, PRAC  (collectively,  the "A/R Owners") in amounts,  up to, but not
exceeding at any one time  outstanding,  the aggregate amount of the outstanding
commitment on the Line. An "Eligible Receivable" is defined as a receivable with
an age of ninety (90) days or less from the invoice  date and not subject to any
cash or noncash offset.

     5.  NEGATIVE   COVENANTS.   Until  full  payment  and  performance  of  all
obligations of Borrower under the Loan Documents, Borrower will not, without the
prior written consent of Bank (and without limiting any requirement of any other
Loan Documents):

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          A.  Transfer of Assets or Control.  Sell,  lease,  assign or otherwise
dispose of or transfer any assets,  except in the normal course of its business,
or enter into any merger or  consolidation,  or transfer control or ownership of
the Borrower or form or acquire any subsidiary.

          B. Liens.  Grant,  suffer or permit any contractual or  noncontractual
lien on or security interest in its assets,  except in favor of Bank, or fail to
promptly  pay when due all  lawful  claims,  whether  for  labor,  materials  or
otherwise.

          C.  Extensions of Credit.  Make or permit any  subsidiary to make, any
loan or advance to any person or entity,  or purchase or otherwise  acquire,  or
permit any  subsidiary  to purchase or other wise  acquire,  any capital  stock,
assets,  obligations,  or other securities of, make any capital contribution to,
or otherwise invest in or acquire any interest in any entity,  or participate as
a partner or joint  venturer with any person or entity,  except for the purchase
of direct obligations of the United States or any agency thereof with maturities
of less than one year.

          D. Borrowings.  Create,  incur,  assume or become liable in any manner
for any indebtedness  (for borrowed money,  deferred payment for the purchase of
assets,  lease  payments,  as surety or guarantor  for the debt for another,  or
otherwise)  other than to Bank,  except for normal  trade debts  incurred in the
ordinary  course of Borrower's  business,  and except for existing  indebtedness
disclosed to Bank in writing and  acknowledged by Bank prior to the date of this
Agreement.

          E. Character of Business.  Change the general character of business as
conducted at the date hereof,  or engage in any type of business not  reasonably
related to its business as presently conducted.

          F.  Management  Change.  Make any  substantial  change in its  present
executive or management personnel.

     6. DEFAULT.  Borrower  shall be in default  under this  Agreement and under
each of the other Loan Documents if:

          A. It shall  default in the payment of any amounts due and owing under
the Loan or should it fail to timely and properly  observe,  keep or perform any
term, covenant, agreement or condition in any Loan Document or in any other loan
agreement,  promissory note, security  agreement,  deed of trust, deed to secure

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debt,  mortgage,  assignment or other contract securing or evidencing payment of
any  indebtedness  of Borrower to Bank or any affiliate or subsidiary of Bank of
America Corporation.

          B.  The  Collateral  Pool  falls  below  $1,000,000.00  at any  fiscal
quarter-end.

     7. REMEDIES UPON  DEFAULT.  if an event of default shall occur,  Bank shall
have all rights,  powers and remedies available under each of the Loan Documents
as well as all rights and remedies  available at law or in equity,  In the event
the  Collateral  Pool  falls  below  $1,000,000.00  at any  fiscal  quarter-end,
Borrower shall  immediately  provide an updated  accounts  receivable  aging and
borrowing  base  certificate  showing that the  Collateral  Pool has returned to
$1,000,000.  If there are insufficient accounts receivable  available,  Borrower
shall immediately provide additional collateral in the form of a Bank of America
Certificate of Deposit in an amount  sufficient to return the Collateral Pool to
$ 1,000,000.

     8. NOTICES. All notices, requests or demands which any party is required or
may desire to give to any other party under any provision of this Agreement must
be in writing delivered to the other party at the following address:

     Borrowers:     Rent-A-Wreck of America, Inc. (RAWA);
                    Rent-A-Wreck One Way, Inc. (RAWOW);
                    Bundy American Corporation (BAC;
                    Rent-A-Wreck Leasing, Inc. (RAWL);
                    PRICELESS Rent-A-CAR, Inc. (PRAC); AND
                    Consolidated American Rental Insurance Company,
                    LTD (CARI)
                    10324 Dolfield Drive
                    Owings Mills, Maryland 21117
                    Fax No. 410-581-1566

     Bank:          Bank of America, N.A.
                    Attn: Patrick Moore
                    10 Light Street
                    Baltimore, Maryland 21202
                    Fax No. 410-539-7508

or to such other  address as any party may  designate  by written  notice to the
other party. Each such notice,  request and demand shall be deemed given or made
as follows:

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          A. If sent by mail,  upon the  earlier  of the date of receipt or five
(5) days after deposit in the U.S. Mail, first class postage prepaid;

          B. If sent by any other means, upon delivery.

     9.  COSTS,  EXPENSES  AND  ATTORNEYS'  FEES.  Borrower  shall  pay to  Bank
immediately  upon  demand the full amount of all costs and  expenses,  including
reasonable  attorneys'  fees (to include  outside counsel fees and all allocated
costs of Bank's in-house  counsel if permitted by applicable  law),  incurred by
Bank in connection  with (a)  negotiation  and preparation of this Agreement and
each of the Loan  Documents,  and (b) . all  other  costs  and  attorneys'  fees
incurred by Bank for which Borrower is obligated to reimburse Bank in accordance
with the terms of the Loan Documents.

     10. MISCELLANEOUS. Borrower and Bank further covenant and agree as follows,
without limiting any requirement of any other Loan Document:

          A.  Cumulative  Rights and No Waiver.  Each and every right granted to
Bank under any Loan Document, or allowed it by law or equity shall be cumulative
of each other and may be  exercised  in addition to any and all other  rights of
Bank,  and no delay in exercising  any right shall operate as a waiver  thereof,
nor shall any single or partial exercise by Bank of any right preclude any other
or  future  exercise  thereof  or the  exercise  of any  other  right.  Borrower
expressly waives any presentment,  demand,  protest or other notice of any kind,
including  but not  limited  to notice of intent  to  accelerate  and  notice of
acceleration.  No notice to or demand on Borrower in any case shall,  of itself,
entitle  Borrower  to any other or future  notice or demand in  similar or other
circumstances.

          B.  Applicable Law. This Loan Agreement and the rights and obligations
of the parties hereunder shall be governed by and interpreted in accordance with
the laws of Maryland and applicable United States federal law.

          C. Amendment.  No  modification,  consent,  amendment or waiver of any
provision  of this Loan  Agreement,  nor  consent to any  departure  by Borrower
therefrom,  shall be effective unless the same shall be in writing and signed by
an officer of Bank, and then shall be effective  only in the specified  instance
and for the  purpose  for which  given.  This Loan  Agreement  is  binding  upon
Borrower,  its  successors  and assigns,  and inures to the benefit of Bank, its
successors and assigns;  however,  no assignment or other transfer of Borrower's
rights or  obligations  hereunder  shall be made or be effective  without Bank's
prior  written  consent,  nor  shall  it  relieve  Borrower  of any  obligations
hereunder. There is no third party beneficiary of this Loan Agreement.

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          D.  Documents.  All documents,  certificates  and other items required
under this Loan  Agreement to be executed  and/or  delivered to Bank shall be in
form and content satisfactory to Bank and its counsel.

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

          F. Indemnification. Notwithstanding anything to the contrary contained
in  Section  10(G),  Borrower  shall  indemnify,  defend  and hold  Bank and its
successors  and assigns  harmless from and against any and all claims,  demands,
suits, losses, damages,  assessments,  fines, penalties, costs or other expenses
(including  reasonable  attorneys'  fees and court costs) arising from or in any
way related to any of the transactions  contemplated  hereby,  including but not
limited  to actual or  threatened  damage to the  environment,  agency  costs of
investigation, personal injury or death, or property damage, due to a release or
alleged  release  of  Hazardous  Materials,  arising  from  Borrower's  business
operations,  any other  property  owned by  Borrower or in the surface or ground
water arising from Borrower's business operations,  or gaseous emissions arising
from Borrower's  business  operations or any other condition existing or arising
from  Borrower's  business  operations  resulting  from the use or  existence of
Hazardous  Materials,  whether such claim  proves to be true or false.  Borrower
further agrees that its indemnity obligations shall include, but are not limited
to,  liability  for damages  resulting  from the personal  injury or death of an
employee  of the  Borrower,  regardless  of whether  the  Borrower  has paid the
employee  under the  workmen's  compensation  laws of any state or other similar
federal or state legislation for the protection of employees. The term "property
damage" as used in this paragraph includes, but is not limited to, damage to any
real or personal  property of the Borrower,  the Bank, and of any third parties.
The Borrower's  obligations  under this paragraph shall survive the repayment of
the Loan  and any  deed in lieu of  foreclosure  or  foreclosure  of any Deed to
Secure Debt, Deed of Trust, Security Agreement or Mortgage securing the Loan.

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          G.  Survivability.  All  covenants,  agreements,  representations  and
warranties  made herein or in the other Loan Documents  shall survive the making
of the Loan and shall  continue  in full force and effect so long as the Loan is
outstanding  or the  obligation of the Bank to make any advances  under the Line
shall not have expired.

     11. NO ORAL  AGREEMENT.  THIS  WRITTEN  LOAN  AGREEMENT  AND THE OTHER LOAN
DOCUMENTS  REPRESENT  THE FINAL  AGREEMENT  BETWEEN  THE  PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed under seal by their duly authorized representatives as of the date
first above written.

BORROWERS:                                   BANK:

Rent-A-Wreck of America,                     Bank of America, N.A.

By:  /s/                           (Seal)    By: /s/                      (Seal)
     ------------------------------              -------------------------

Name:  Kenneth Blum Jr.                      Name: Patrick Moore
     ------------------------------

Title: President                             Title: Vice President
     ------------------------------

[Corporate Seal]

If the  Borrower  is a  corporation,  the  signature  should be  attested by the
Secretary  or Assistant  Secretary of the  corporation  and the  corporate  seal
affixed.

Attest:                            (Seal)
       ----------------------------

Name:
     ------------------------------

Title:
     ------------------------------

Rent-A-Wreck One Way, Inc.

BY:  /s/                           (Seal)
     ------------------------------

Name:  Kenneth
     ------------------------------

Title: President
     ------------------------------

[Corporate Seal]

                                       13
<PAGE>
If the  Borrower  is a  corporation,  the  signature  should be  attested by the
Secretary  or Assistant  Secretary of the  corporation  and the  corporate  seal
affixed.

Attest:                            (Seal)
       ----------------------------

Name:
     ------------------------------

Title:
     ------------------------------

Bundy American Corporation

By:  /s/                           (Seal)
     ------------------------------

Name:  Kenneth Blum Jr.
     ------------------------------

Title: President
     ------------------------------

[Corporate Seal]

If the  Borrower  is a  corporation,  the  signature  should be  attested by the
Secretary  or Assistant  Secretary of the  corporation  and the  corporate  seat
affixed.

Attest:                            (Seal)
       ----------------------------

Name:
     ------------------------------

Title:
     ------------------------------

Rent-A-Wreck Leasing, Inc.

By:  /s/                           (Seal)
     ------------------------------

Name:  Kenneth Blum Jr.
     ------------------------------

Title: President
     ------------------------------

[Corporate Seal]

If the  Borrower  is a  corporation,  the  signature  should be  attested by the
Secretary  or Assistant  Secretary of the  corporation  and the  corporate  seal
affixed.

Attest:                            (Seal)
       ----------------------------

Name:
     ------------------------------

Title:
     ------------------------------

                                       14
<PAGE>
PRICELESS Rent-A-Car, Inc.

By:  /s/                           (Seal)
     ------------------------------

Name:  Kenneth Blum Jr.
     ------------------------------

Title: President
      -----------------------------

[Corporate Seal]

If the  Borrower  is a  corporation,  the  signature  should be  attested by the
Secretary  or Assistant  Secretary of the  corporation  and the  corporate  seal
affixed.

Attest:                            (Seal)
       ----------------------------

Name:
     ------------------------------

Title:
     ------------------------------

Consolidated American Rental Insurance Company, LTD

By:  /s/                           (Seal)
     ------------------------------

Name:  Kenneth Blum Jr.
     ------------------------------

Title: President
     ------------------------------

(Corporate Seal]

If the  Borrower  is a  corporation,  the  signature  should be  attested by the
Secretary  or Assistant  Secretary of the  corporation  and the  corporate  seal
affixed.

Attest:                            (Seal)
       ----------------------------

Name:
     ------------------------------

Title:
     ------------------------------

                                       15