Customer # 41-565672


                        PLEDGE AND ASSIGNMENT OF DEPOSITS

Secured Party:                                      Debtor(s)/Pledgor(s):

Bank of America, N.A.                               Consolidated American Rental
                                                    Insurance Company, LTD

Banking Center:                                     10324 South Dolfield Drive
10 Light Street                                     Owings Mills, Maryland 21117
Baltimore, Maryland 21202

County: Baltimore City                              County: Baltimore County

Debtor/Pledgor is: Corporation
Address is Debtor's: Place of Business
If more than one place of business Address is Debtor's/Pledgor's:
N/A


1. For good and  valuable  consideration,  the receipt and adequacy of which are
hereby acknowledged,  the Debtor/Pledgor  (hereinafter  referred to as "Debtor")
pledges,  assigns  and  grants to Bank of  America,  N.A.  ("Bank")  a  security
interest in all of the D right, title, and interest in and to the following:

     Certificate of Deposit Number 91000026168922, dated March 30, 2000.

issued  by  or  maintained   with  Bank  of  America,   N.A.   (the   "Financial
Institution"),  together  with all  moneys  or  proceeds  due or to  become  due
thereunder,  whether  by  way of  interest,  dividend,  or  otherwise,  and  all
additions,  substitutions,  or renewals thereof (collectively,  the "Deposits"),
[whether or not any such additions,  substitutions, or renewals are issued by or
maintained  with  the  Financial   Institution],   to  secure  the  payment  and
performance of the Obligations (hereinafter defined).

2. Unless and until the Bank notifies the Financial  Institution in writing that
this Pledge and  Assignment of Deposits (the "Pledge and  Assignment")  has been
terminated,  the Debtor agrees that THE FINANCIAL  INSTITUTION  SHALL NOT PERMIT
WITHDRAWALS OF THE DEPOSITS  WITHOUT THE WRITTEN  AUTHORIZATION  OF THE BANK. In
permitting such withdrawals,  the Financial Institution may conclusively rely on
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a  withdrawal  order signed by any officer of the Bank with a title of ASSISTANT
VICE  PRESIDENT or above.  The Bank is entitled to enforce its rights  hereunder
without regard to any resulting imposition by the Financial  Institution against
the Debtor of any withdrawal penalty or other charge, for which the Debtor alone
shall remain liable to the Financial Institution.

3. The  following  obligations  ("Obligations")  are  secured by this Pledge and
Assignment:  all debts,  obligations,  liabilities  and agreements of the Debtor
and/or Rent-A-Wreck of America,  Inc; Rent-A-Wreck One Way, Inc.; Bundy American
Corporation;  Rent-A- Wreck Leasing, Inc.; PRICELESS Rent-A-Car,  Inc.; to Bank,
now or hereafter existing,  arising directly or indirectly,  whether absolute or
contingent,  joint or several,  secured or unsecured, due or not due, liquidated
or  unliquidated,  arising by operation of law or  otherwise,  and all renewals,
extensions and rearrangements  thereof; all costs and expenses incurred by Bank,
including attorney's fees, to obtain, preserve, perfect, enforce and defend this
Pledge and Assignment; and all amounts which may be owed to Bank pursuant to all
other loan  documents (the "Loan  Documents")  executed by the Debtor and/or any
other party evidencing,  securing, guarantying, or in connection with any of the
foregoing.

4. The Debtor  represents,  warrants  and  covenants  that (a) the Debtor is the
owner of the Deposits  and has  authority to execute and deliver this Pledge and
Assignment;  (b) the  Deposits  are not  subject  to any liens or offsets of any
person,  firm or corporation  other than Bank; (c) it has not made, and will not
make, any pledge,  assignment or transfer of the Deposits except to Bank; (d) it
has not  withdrawn,  canceled,  been repaid or  redeemed  all or any part of the
Deposits,  nor is there any pending  application  to do so;  (e)it shall not, so
long as any Obligations are outstanding,  assign,  transfer,  withdraw,  cancel,
redeem or seek repayment of the Deposits; (f) it shall,  immediately upon Bank's
request,  execute and deliver such further  instruments and documents,  and take
all such other action, as Bank deems necessary or desirable, to further evidence
and perfect this assignment, pledge and grant of security; (g) it shall promptly
notify Bank of any claim, action or proceeding  affecting title to the Deposits,
or any part thereof,  or the security  interest  herein,  and, at the request of
Bank,  appear in and  defend  any such  action  or  proceeding;  (h) the  Debtor
authorizes  Bank to  notify  any  issuer or  depository  of  Deposits  of Bank's
interest therein;  and (i) should any funds payable with respect to the Deposits
be received by the  Debtor,  they shall  immediately  upon such  receipt  become
subject to the lien  hereof  and while in the hands of the Debtor be  segregated
<PAGE>
from all other  funds of the Debtor and be held in trust for Bank and the Debtor
shall  have  absolutely  no  dominion  or  control  over  such  funds  except to
immediately pay them into the Deposits.

5. The  Debtor  hereby  consents  that at any time and from time to time with or
without consideration, the Bank may, without notice to or further consent of the
Debtor  and  without  in any  manner  affecting  or  impairing  this  Pledge and
Assignment,  (a)  change the  manner,  place or terms of  payment,  or change or
extend the time of or renew,  or change any interest rate or alter any liability
or Obligation or installment  thereof, or any security therefor;  (b) make loans
or  advances  to the Debtor or any other  party  whose  Obligations  are secured
hereby,  or otherwise  incur or acquire  obligations  of the Debtor,  (c) accept
partial payments upon the Obligations or any part thereof,  (d) sell,  exchange,
release, surrender, realize upon or otherwise deal with in any manner and in any
order,  any property at any time pledged or mortgaged to secure the  Obligations
and any offset there against; (e) exercise or refrain from exercising any rights
against the Debtor or others or act or refrain from acting in any other  manner;
(f) settle or compromise any Obligation or any security therefor and subordinate
the payment of all or any part thereof to the payment of any  Obligation  of any
other parties  primarily or secondarily  liable on any of the  Obligations;  (g)
release or compromise any  obligation of the Debtor  hereunder or any obligation
of any other parties primarily or secondarily  liable on any of the Obligations;
(h) apply any sums from any sources to any of the Obligations  without regard to
any Obligations remaining unpaid; and (i) otherwise deal in any manner with: (1)
all of any part of the  Obligations;  (2) any of the Loan Documents;  (3) all or
any  part  of any  property  at  any  time  securing  all  or  any  part  of the
Obligations;  and  (4)  any  party  at any  time  liable  for  any  part  of the
Obligations.

6. In the event of any default in the payment or performance of the  Obligations
or any Loan  Documents  (whether  by  acceleration,  declaration,  extension  or
otherwise), or upon the maturity of any Deposits, the Debtor waives presentment,
demand,  protest,  notice of demand,  notice of intent to accelerate,  notice of
acceleration  of maturity,  notice of protest,  notice of nonpayment,  notice of
dishonor  and any other notice  required to be given under law to any  borrower,
endorser or  guarantor  of the  Obligations  in  connection  with the  delivery,
acceptance,  performance,  default,  enforcement,  or  indorsement  of the  Loan
Documents,  and  irrevocable  authorizes  the Bank to demand for,  withdraw  and
receive from the Financial  Institution,  and irrevocable authorizes and directs
the Financial  Institution  to pay to the Bank,  as the sole payee,  any and all
<PAGE>
finds and deposits comprising the Deposits, at such times and in such amounts as
the Bank in its sole discretion shall determine.  Financial Institution shall be
fully protected in relying upon the written  statement of Bank that the Deposits
are at the time of such demand  assigned  hereunder and that Bank is entitled to
payment of the Obligations therefrom. Bank may in its discretion either (a) hold
such funds or any portion thereof subject to the terms hereof, or (b) apply such
funds or any portion  thereof to the Obligations in such order and manner as the
Bank  may  elect.  The  Debtor  confirms  that  any  payments  by the  Financial
Institution  to Bank  pursuant to such  demand  shall,  to9 the extent  thereof,
satisfy any obligation of the Financial Institution with respect to the Deposits
and be a full and complete release,  discharge and acquittance for the Financial
Institution  making such  payment to the extent of the amount so paid.  The Bank
may at any time or from time to time take any and all  actions  with  respect to
the  Deposits  as  authorized  herein,  by  law  and by the  terms  of any  Loan
Documents.

7. This Pledge and Assignment  shall be binding upon and inure to the benefit of
the parties hereto and their respective  successors and assigns. This Pledge and
Assignment  shall  remain in full force and  effect  unless and until all of the
Obligations have been fully satisfied. The terms and conditions hereof cannot be
limited or amended without the Bank's written consent.

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

9.  WAIVER OF JURY  TRIAL.  THE  DEBTOR  WAIVES  TRIAL BY JURY IN ANY  ACTION OR
PROCEEDING  TO WHICH THE DEBTOR AND BANK MAY BE  PARTIES,  ARISING  OUT OF OR IN
CONNECTION  WITH  OR IN ANY  WAY  PERTAINING  TO  THIS  AGREEMENT,  OR THE  LOAN
DOCUMENTS.  IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF
TRIAL BY JURY OF ALL CLAIMS  AGAINST ALL PARTIES TO SUCH ACTION OR  PROCEEDINGS,
INCLUDING  CLAIMS AGAINST  PARTIES WHO ARE NOT PARTIES TO THIS  AGREEMENT.  THIS
WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE DEBTOR.

10. NOTICE OF FINAL AGREEMENT.  THIS WRITTEN ASSIGNMENT OF DEPOSIT AND ANY OTHER
DOCUMENTS EXECUTED IN CONNECTION  HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,
OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO  UNWRITTEN  ORAL
AGREEMENTS BETWEEN THE PARTIES.

         IN WITNESS  WHEREOF,  and  intending to create an  instrument  executed
under seal, the Debtor has duly executed this Pledge and  Assignment  under seal
as of the 29 day of MARCH, 2000.


Corporate or Partnership Debtor/Pledgor:
Consolidated American Rental Insurance Company, Ltd.


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

------------------------------
Attest (If Applicable)

(Corporate Seal)
<PAGE>
                           RECEIPT AND ACKNOWLEDGMENT


     Receipt,  acknowledgment  and acceptance of the terms and provisions of the
above  Pledge  and  Assignment  and  authorization  to pay the Bank  are  hereby
acknowledged and confirmed. WE AGREE TO PREVENT WITHDRAWAL OF ANY PORTION OF THE
DEPOSITS  BY ANY PARTY  OTHER THAN THE BANK,  and to remit all funds held in the
Deposits  directly  to and  payable  solely to the  other of the Bank,  upon the
Bank's  demand  therefor  made  pursuant  to the terms of the above  Pledge  and
Assignment.

     We confirm to the Bank as follows:  (a) our records reflect no assignments,
liens,  security  interests,  or other  encumbrances  of the Deposits other than
those  mentioned in the above Pledge and  Assignment;  (b)  signature(s)  on the
above Pledge and Assignment  compare  favorably with our records and constitutes
sufficient  authority to enable Bank to withdraw,  renew, or otherwise deal with
the Deposits as the holder thereof; (c) the present balance of funds represented
by the  Deposits  is  $600,000  and  we are  not in  receipt  of any  notice  of
withdrawal  or notice not to renew;  (d) the maturity  date, if any, is 3/30/01;
and (e) we have  marked  our  books and  records  to  indicate  the  pledge  and
assignment in favor of Bank and Bank's interest in the Deposits.

     If the Deposits are certificated or accompanied by passbooks,  we agree not
to issue any additional or replacement certificates or passbooks, as applicable,
to any party without prior written authorization of the Bank.

     We agree and  acknowledge  that any right of set off, b lien or other claim
(including  any claim for  penalties) we may have or which may  hereafter  arise
with respect to the funds in the Deposits is and shall remain subordinate to the
Bank's  rights under the above Pledge and  Assignment.  Upon the maturity of the
Deposits, if any, and upon each subsequent maturity, if any, we may act upon the
instructions of our depositor  identified  above as "Debtor," only to the extent
that such  instructions  (a)  advise us on the terms of  renewal  desired by our
depositor,  and (b) do not contradict any other instruction to us from the Bank,
whether contained herein or in any other writing.

     I hereby  certify that I am an officer or other  official of the  Financial
Institution  duly authorized to execute this Receipt and  Acknowledgment  and to
bind the Financial Institution to the terms hereof this 30 day of March, 2000.

                                      Bank of America, N.A.
                                      (Name of Financial Institution)


                                      By: /s/ Patrick M. Moore (SEAL)
                                      Name:  Patrick M. Moore
                                      Title: VP
<PAGE>
BO03 STPR                  * BOSS-S/T ACCOUNT PROFILE *        00/04/04 12.23.31
CONVERSATION O                                                       ENTITY: NMD
         ACCOUNT: 91000026168922              PRODUCT: CDS
ACCOUNT TITLE AND ADDRESS:                    TYPE: 215 FIXED TERM CD 12-17
                                                   MOS.
CONSOLIDATED AMERICAN RENTAL INSURANCE        STATUS: ACTIVE   SSN/EIN:
                                              980181386
10324 S DOLFIELD RD                           BANKING CTR: 5012605
OWINGS MILLS MD 21117-3510                    SVC LVL:             LOB: COM
                                              REL MANAGER: 82131
                                              REGION CODE: 001
                                              DOB:
                                              OPEN: 03/30/00       CLOSE:
         COUNTRY OF CITIZENSHIP:              LST RENW:            MAT: 03/30/01
                                              SYSTEM TYPE: 200 COMMERCIAL
                                              RATE: 5.89000        APY: 6.05000
                                              TERM: 12 MONTHS PRNT TYPE: REGULAR
CURRENT BALANCE:        600,000.00            COMPOUND FREQUENCY: MONTHLY
ACCRUED INTEREST:           484.11            RET MAIL: 0
                                              SPEC MAIL: DOMESTIC
HOLDS:                         .00            LAST MNT:04/04/00
                                              BOSS MNT: 3/31/00
CD COLLATERAL:          600,000.00            LAST CUST ACTIVITY: 03/30/00
LAST STMT:                     .00
IRA UPGRADED THIS YEAR:

                                                                FILE DATE 040300
PF9=ST MENU
PF4=MAIN MENU PF5= HELP PF6=NEW CONVERSATION PF7= OLD CONVERSATION
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