FACULTATIVE REINSURANCE AGREEMENT

                                     between

            NATIONAL UNION FIRE INSURANCE COMPANY OF PlTTSBURGH, PA.
                       (hereinafter called the "Company")

                                       and

              CONSOLIDATED AMERICAN RENTAL INSURANCE COMPANY, LTD.
                      (hereinafter called "the Reinsurer")


                                   WITNESSETH:


         WHEREAS,  the  Company  is  willing  to cede to the  Reinsurer  certain
insurance under the terms and conditions hereinafter set forth; and

         WHEREAS,  the Reinsurer is willing to reinsure  such  insurance on said
terms and conditions:

         NOW, THEREFORE, in consideration of the premiums Schedule(s) and of the
mutual  covenants and  agreements  herein set forth,  the parties  hereto hereby
covenant and agree as follows:

                                    ARTICLE I
POLICY(IES) REINSURED:
         As per Schedule(s) attached hereto and made a part hereof.

                                   ARTICLE II
TERM:
         This  Agreement is effective at 12:01 A.M.  Eastern  Standard Time, the
1st day of March, 1997.

         This Agreement shall continue in effect until terminated.
<PAGE>
                                   ARTICLE III
TERRITORY:

         This  Agreement  shall cover Losses  occurring  within the  territorial
limits provided by the Policies reinsured hereunder and listed in Schedule(s).

                                   ARTICLE IV
DEFINITIONS:
A.   The  term  "Policies"  as used in this  Agreement  shall  mean  any and all
     binders,  certificates,  policies and contracts of  insurance,  accepted or
     held covered  provisionally or otherwise and issued to the Insured named in
     Schedule(s) hereof.

B.   The term  "Ultimate  Net  Loss" as used in this  Agreement  shall  mean the
     actual  Loss  sustained  by  the  Company,   but  salvages  and  all  other
     recoveries,   including  recoveries  under  all  other  reinsurance  except
     catastrophe excess reinsurance of the Company,  shall be deducted from such
     Loss to arrive at the amount of liability, if any, attached hereunder.  All
     salvages,  recoveries, or payments recovered or received subsequent to loss
     settlement hereunder, shall be applied as if recovered or received prior to
     the aforesaid  settlement,  and all necessary  adjustments shall be made by
     the parties hereto.  Nothing in this clause shall be construed to mean that
     Losses are not recoverable hereunder, until the Company's Ultimate Net Loss
     has been ascertained.

C.   The term  "Gross  Premiums  Written" as used in this  Agreement  shall mean
     Direct Written  Premiums for Policies covered  hereunder,  adding all other
     Additional   Premiums  and   subtracting  all  other  Return  Premiums  and
     cancellations;  however,  Direct  Premiums  written on installment  premium
     payment  policies shall be deemed to be the  installment  due in the period
     for which the account is rendered, in
<PAGE>

     accordance  with the  Reports and  Remittances  article  contained  in this
     Agreement.

D.   The term "Unearned  Premiums  Reserve" as used in this Agreement shall mean
     the premium  represented by the unexpired portion of the policy in force as
     of any specified date.

E.   The term  "Losses  Paid" as used in this  Agreement  shall mean Losses Paid
     less Recoveries for Salvage and Subrogation.

F.   The term "Allocated Loss Expenses" as used in this Agreement shall mean all
     court costs and court expenses;  pre- and postjudgment  interest;  fees for
     service of process;  attorneys'  fees;  cost of  undercover  operative  and
     detective   services;   costs  of  employing   experts;   costs  for  legal
     transcripts;  costs for copies of any public records;  costs of depositions
     and   court-reported  or  recorded   statements;   costs  and  expenses  of
     subrogation and any similar fee, cost or expense  reasonably  chargeable to
     the investigation, negotiation, settlement or defense of a claim or loss or
     to the protection and perfection of the  subrogation  rights of the Company
     and/or of the Client.  "Allocated  Loss  Expenses"  shall not mean fees for
     attorneys who are employees of the Company or on permanent retainer.

G.   The term  "Unallocated  Loss Expense" as used in this Agreement  shall mean
     the Claims Service Fees charged hereunder as per Schedule(s) hereof.

H.   The term "AIGRM  Supervision Fee" shall mean the fee for services  provided
     in serving as liaison  between the Reinsurer and the Claims  Administrator,
     reviewing claims in accordance with the Claims Handling  Guidelines  issued
     by  AIG  Risk  Management,  Inc.  (AIGRM)  and  monitoring  and  evaluating
     performance of the Claims Administrator,  and shall be adjusted as shown in
     the Schedule(s).
<PAGE>
I.   The term  "Outstanding  Loss Reserves" as used in this Agreement shall mean
     losses  reported to the Company  which have been reserved but unpaid at any
     specified date.

J.   The  term  "Losses"  as used in  this  Agreement  shall  mean  payments  to
     claimants under Policies reinsured hereunder.

K.   The  term  "Loss  Escrow  Fund"  as  used in this  Agreement  shall  mean a
     non-interest  bearing  escrow fund  established  in the amount shown in the
     Schedule(s) and adjusted in accordance with Article VII.

L.   The term "IBNR" (Incurred But Not Reported) as used in this Agreement shall
     mean a reserve  for  liability  for  future  payment  on Losses  which have
     already  occurred  but have not yet been  reported to the Company and shall
     also include expected future development on Outstanding Loss Reserves.

M.   The term "Obligations" as used in this Agreement shall mean:

     (a)  Losses  and  Allocated  Loss  Expenses  paid  by the  Company  but not
          recovered from the Reinsurer;
     (b)  Outstanding Loss Reserves;
     (c)  Reserves for Losses Incurred But Not Reported;
     (d)  Reserves for Allocated Loss Expenses; and
     (e)  Reserves for Unearned Premium.
     (f)  Plus the  difference  between  (a) through (e) above and the amount of
          Security set by the Company.

N.   Deductible  Loss(es) as used in this Agreement shall mean those Losses paid
     by the original insured under the Policy(ies) reinsured hereunder.

                                    ARTICLE V

REINSURING CLAUSE:  As per Schedule(s).

                                   ARTICLE VI

PREMIUM AND COMMISSION:
         The Premiums due the Reinsurer for the  Reinsurance  hereunder shall be
calculated in accordance with the Schedule(s).
<PAGE>
                                   ARTICLE VII

CLAIMS:

         The Reinsurer  agrees to abide by the loss  settlements of the Company,
it being understood,  however,  that when so requested,  the Company will afford
the Reinsurer an opportunity to be associated  with the Company,  at the expense
of the  Reinsurer,  in the defense of any claim or suit or proceeding  involving
this  reinsurance,  and that the Reinsurer may cooperate in every respect in the
defense or control of such claim, suit or proceeding.

         For the payment of Losses and Loss Expenses the  Reinsurer  will fund a
Loss Escrow Fund in the amount shown in the  Schedule(s)  or two and one half (2
1/2)  months  estimated  Ultimate  Net Loss  which  will be  replenished  by the
Reinsurer at the same time as the account current shown in Schedule(s).

         The Company may deduct paid loss and loss expenses paid as provided for
in the REPORTS AND REMITTANCES  ARTICLE, and the Company shall record and advise
the  Reinsurer of these  deductions  as provided in the REPORTS AND  REMITTANCES
ARTICLE. The Company may, at its option, demand prompt payment of any loss where
the  Reinsurer's  share  exceeds the amount shown in the  Schedule(s)  where the
Reinsurer will promptly pay such amounts.

                                  ARTICLE VIII

CLAIMS SERVICE FEES:  Adjustable as per Schedule(s).

                                   ARTICLE IX

REPORTS AND REMITTANCES:

         Within the time shown in the Schedule(s)  while this Agreement  remains
in effect,  the Company shall render to the Reinsurer an account current and the
balance due shall be paid by the debtor party to the other within the time shown
in the  Schedule(s)  after  the  close  of the  month  or as soon as  reasonably
practicable thereafter.
<PAGE>
                                    ARTICLE X

RESERVE DEPOSIT (NON-ADMITTED REINSURER):

         With respect to the premium  derived from any  jurisdiction in which an
insured risk is located and in which the Reinsurer is not admitted,  the Company
shall be entitled to require from the Reinsurer any one or a combination  of the
following;  (1) a Letter of Credit complying with 11 NYCRR 79 (Regulation  133),
(2) A Security  Trust  complying with 11 NYCRR 126  (Regulation  114) and/or (3)
Cash as security for the payment of the latter's Obligations hereunder.

         The amount  required  shall  initially  equal the  amount  shown in the
Schedule(s). The amount shall be adjusted to equal the Reinsurer's Obligations.

         Upon default by the Reinsurer of sums due and owing to the Company, the
Company may  appropriate as much of the Letter of Credit,  Security Trust and/or
Cash as necessary to eliminate  the default.  The Company may,  however,  at its
discretion, require payment of any sum in default, and it shall be no defense to
any such claim that the Company might have had recourse to the Letter of Credit,
Security Trust and/or Cash.

         The Company and the  Reinsurer  hereby agree that the Letter of Credit,
Security  Trust and/or Cash,  provided  pursuant to this  Agreement may be drawn
upon at any time,  notwithstanding  any other provisions herein  contained.  The
Letter of Credit,  Security  Trust and/or Cash may be utilized by Company or any
successor by operation of law, including,  without  limitation,  any liquidator,
rehabilitator,  receiver or  conservator of the Company for any of the following
reasons:

          (i)  To reimburse  the Company for the  Reinsurer's  share of premiums
               returned to the owners of the Policy(ies) reinsured hereunder due
               to cancellations of said Policy(ies);
<PAGE>
          (ii) To reimburse the Company for the Reinsurer's  share of surrenders
               and  benefits or losses  paid by the Company  under the terms and
               provisions of the Policy(ies) reinsured hereunder;

          (iii)To fund an account  with the  Company in an amount at least equal
               to the  deduction,  for  reinsurance  ceded,  from the  Company's
               liabilities for Policy(ies)  ceded  hereunder.  Such amount shall
               include,  but not be limited  to,  amounts  for policy  reserves,
               reserves  for  claims  and  losses  incurred   (including   IBNR,
               Allocated Loss Expenses and Unearned Premiums); and

               (iv) To pay any  other  amounts  due to the  Company  under  this
                    Agreement.

         All of the foregoing apply without diminution because of the insolvency
of the Company or the Reinsurer.

                                   ARTICLE Xl

INDEMNIFICATION AND ERRORS AND OMISSIONS:

         Any  recitals  in this  Agreement  of the terms and  provisions  of the
original  policy  or  policies  are  merely  descriptive  and the  Reinsurer  is
reinsuring,  to the amount herein provided, the obligations of the Company under
the original policy or policies.  The Company shall be the sole judge as to what
shall constitute a claim or loss covered under the Company's  original policy or
policies  and as to the  Company's  liability  thereunder  and as to  amount  or
amounts  which it shall be proper  for the  Company  to pay  thereunder  and the
Reinsurer shall be bound by the judgement of the Company as to the liability and
obligation of the Company under its policy or policies.

         Any inadvertent  delay,  omission or error shall not be held to relieve
either  party  hereto from any  liability  which would attach to it hereunder if
such delay,  omission, or error had not been made, provided such delay, omission
or error is rectified as
<PAGE>

soon as possible.
                                  ARTICLE XII

TAXES:

         The Company  will be liable for taxes  (except  Federal  Excise Tax) on
premiums reported to the Reinsurer hereunder.

         Federal  Excise  Tax  applies  only to those  reinsurers  which are not
exempt from Federal Excise Tax.

         The Reinsurer has agreed to allow for the purpose of paying the Federal
Excise Tax one percent (1%) of the subject premium shown in Schedule(s), or such
other rate that may be in effect from time to time,  to the extent such  premium
is subject to Federal Excise Tax.

                                  ARTICLE XIII
INSPECTION:

         The Company  shall  place at the  disposal  of the  Reinsurer,  and the
Reinsurer shall have the right to inspect, at all reasonable times,  through its
authorized  representatives,  all books,  records  and papers of the  Company in
connection with the reinsurance hereunder, or any claims in connection herewith.

                                   ARTICLE XIV

FOLLOW THE FORTUNES CLAUSE:

         The Reinsurer's  liability shall attach simultaneously with that of the
Company and all reinsurance for which the Reinsurer shall be liable by virtue of
this Agreement shall be subject in all respects to the same risks, terms, rates,
conditions,   interpretations,   assessments,   waivers,   and   to   the   same
modifications,  alterations and cancellations,  as the respective insurances (or
reinsurances) of the Company to which such reinsurances  relate.  This Agreement
shall  further  protect  the Company in  connection  with any loss for which the
Company may be legally liable to pay in excess of the limit having been incurred
because of failure by it to settle within the policy limit or by
<PAGE>
reason of alleged or actual negligence, fraud or bad faith in rejecting an offer
of settlement or in the preparation of the defense or in the trial of any action
against  their  Insured  or in  the  preparation  or  prosecution  of an  appeal
consequent upon such action.

         The true intent of the  Agreement  being that the Reinsurer  shall,  in
every case to which this  Agreement  applies  and in the  Proportions  specified
herein, follow the fortunes of the Company.

         This  Article  shall  not  apply  insofar  as it can be shown  that the
Company has been  negligent  or guilty of bad faith in handling a claim which is
the subject matter of this Agreement.

                                   ARTICLE XV

INSOLVENCY:

         In the event of the insolvency of the Company,  reinsurance  under this
Agreement  shall be payable by the  Reinsurer  (on the basis of the liability of
the Company under contract or contracts  reinsured without diminution because of
the insolvency of the Company) to the Company or to its liquidator, receiver, or
statutory  successor,  except  as  provided  by  Section  4118 of the  New  York
Insurance Law or except:

          (1)  where the Agreement  specifically  provides another payee of such
               reinsurance in the event of the insolvency of the Company, and

          (2)  where the  Reinsurer,  with the consent of the direct  insured or
               insureds,  has assumed such policy  obligations of the Company as
               direct  obligations,  of the  Reinsurer  to the payees under such
               policies and in  substitution  for the obligations of the Company
               to such payees.

         It is agreed,  however,  that the  liquidator  or receiver or statutory
successor of the insolvent Company shall give written notice to the Reinsurer of
the pendency of a claim against the
<PAGE>
insolvent  Company on the  contract or contracts  reinsured  within a reasonable
time after such claim is filed in the insolvency proceeding and that, during the
pendency of such claim the Reinsurer may investigate such claim and interpose at
their own expense in the proceeding  where such claim is to be adjudicated,  any
defense  or  defenses  which  they  may deem  available  to the  Company  or its
liquidator or receiver or statutory successor.  The expense thus incurred by the
Reinsurer shall be chargeable,  subject to court approval  against the insolvent
Company as part of the expense of liquidation  to the extent of a  proportionate
share of the benefit  which may accrue to the Company  solely as a result of the
defense undertaken by the Reinsurer.
                                   ARTICLE XVI

ARBITRATION CLAUSE:

         All disputes or differences  arising out of the  interpretation of this
Agreement shall be submitted to the decision of two (2)  Arbitrators,  one to be
chosen by each party,  and in the event the  Arbitrators  fail to agree,  to the
decision  of an  Umpire to be chosen by the  Arbitrators.  The  Arbitrators  and
Umpire  shall  be  executive   officials  of  Fire  and  Casualty  Insurance  or
Reinsurance  Companies.  If either of the parties fails to appoint an Arbitrator
within one (1) month  after  being  required by the other party in writing to do
so, or if the Arbitrators  fail to appoint an Umpire,  within one (1) month of a
request in writing by either of them to do so, such Arbitrator or Umpire, as the
case may be,  shall at the request of either  party be appointed by a Justice of
the Supreme Court of the State of New York.

         The Arbitration proceedings shall take place in New York, New York. The
applicant  shall submit its case within one (1) month after the  appointment  of
the Court of Arbitration,  and the respondent  shall submit his reply within one
(1) month after
<PAGE>
receipt of a claim.  The  Arbitrators  and Umpire are relieved from all Judicial
formality  and may abstain from  following  the strict rules of law.  They shall
settle any dispute under this Agreement  according to an equitable rather than a
strictly legal interpretation of its terms and their decision shall be final and
not subject to appeal.

         Each party shall bear the expenses of its  Arbitrator and shall jointly
and  equally  share  with  the  other  the  expenses  of the  Umpire  and of the
Arbitration.

         This Article shall survive the termination of this Agreement.

                                  ARTICLE XVII
RESERVES:

         The Reinsurer  will maintain legal reserves with respect to Outstanding
Losses and Loss Expenses and Unearned Premium
Reserves.
                                  ARTICLE XVIII

TERMINATION:

A.   Neither the Company nor the Reinsurer may terminate  this  Agreement  while
     the Policy(ies) listed in the Schedule(s), Item B are in force; however, if
     the policy(ies)  listed in the  Schedule(s),  item B are in fact terminated
     then in that  event and that event only this  Agreement  may be  terminated
     simultaneously therewith.

B.   However,  the  Company  shall have the right to  terminate  this  Agreement
     immediately by giving the Reinsurer  notice:  (1) If the performance of the
     whole or any part of this Agreement be prohibited or rendered impossible de
     jure or defacto in particular  and without  prejudice to the  generality of
     the preceding  words in  consequence  of any law or regulation  which is or
     shall be in force in any  state or  territory  or if any law or  regulation
     shall prevent directly
<PAGE>
     or  indirectly  the  remittance of any or all or any part of the balance or
     payments due to or from the Reinsurer.

     (2)  If the reinsurer at any time shall:

          (a)  Become insolvent, or

          (b)  Suffer any impairment of capital, or

          (c)  File a Petition in bankruptcy, or

          (d)  Go into liquidation or rehabilitation, or

          (e)  Have a receiver appointed, or

          (f)  Be  acquired  or  controlled  by any other  insurance  company or
               organization.

     (3)  In the event of the severance or  obstruction  of free and  unfettered
          communication  and/or normal commercial  and/or financial  intercourse
          between  the  United  States of America  and the  country in which the
          Reinsurer is incorporated  or has its principal  office as a result of
          war,  currency  regulations,  or  any  circumstances  arising  out  of
          political, financial or economic emergency. All notices of termination
          in accordance  with any of the  provisions of this paragraph may be by
          Telex or Telegram and shall be deemed to be served upon  dispatch,  or
          where communications between the parties are interrupted, upon attempt
          dispatch.

C.   All notices of termination  served in accordance with any of the provisions
     of this  Article  shall be  addressed  to the party  concerned  at its head
     office or at any other address previously designated by that party herein.

D.   In the event of this Agreement being  terminated the rights and obligations
     of both  parties to this  Agreement  shall  remain in full force  until the
     effective date of termination.

E.   As  respects  coverage  hereunder,  it is  understood  and agreed that upon
     termination of this Agreement, coverage will



<PAGE>
     continue   hereunder   beyond  such  termination  date  until  the  natural
     expiration date, the cancellation date, or the date which the Company, as a
     matter of law,  may  terminate  coverage  under the  Policy(ies)  listed in
     Article I hereof.

F,   Should this Agreement terminate while a loss occurrence is in progress, the
     Reinsurer shall be liable to the extent of their  interest,  subject to the
     other conditions of this contract,  for all losses resulting from such loss
     occurrence whether such losses arise before or after such termination.

                                   ARTICLE XIX
SERVICE OF SUIT:

         It is agreed that in the event of the failure of the  Reinsurer  hereon
to pay any amount  claimed to be due  hereunder,  the Reinsurer  hereon,  at the
request  of the  Company,  will  submit  to the  jurisdiction  of any  court  of
competent  jurisdiction  within  the  United  States  and will  comply  with all
requirements  necessary to give such court  jurisdiction  and all matter arising
hereunder  shall be determined  in accordance  with the law and practice of such
court.

         It is further  agreed that  service of process in such suit may be made
upon the parties  indicated in the  Schedule(s)  and that in any suit instituted
against any of them upon this  contract,  the Reinsurer  will abide by the final
decision of such court or appellate court in the event of an appeal.

         The Reinsurer  will abide by the final decision of such court or of any
appellate court in the event of an appeal.

         The party(ies) listed in the Schedule(s) are authorized and directed to
accept  service of process on behalf of the  Reinsurer  in any such suit  and/or
upon the  request of the  Company to give a written  undertaking  to the Company
that they will enter a general  appearance  upon the  Reinsurer's  behalf in the
event such a suit shall be instituted.
<PAGE>
         Further,  pursuant to any statute of any state,  territory, or district
of the United States which makes  provisions  therefor,  Reinsurer hereon hereby
designates the  Superintendent,  Commissioner  or Director of Insurance or other
officer  specified  for  that  purpose  in  the  statute,  or his  successor  or
successors in office,  as their true and lawful attorney upon whom may be served
any lawful process in any action, suit or proceeding  instituted by or on behalf
of the Company or any  beneficiary  hereunder  arising out of this  Agreement of
reinsurance, and hereby designate the above named as the person to whom the said
office is authorized to mail such process or a true copy thereof.

                                   ARTICLE XX

FOREIGN EXCHANGE:

         All  premium  and loss  payments  hereunder  shall be in United  States
Currency.

         Premiums due  hereunder in other than United States  Currency  shall be
paid by the Company in United  States  Dollars at the rates of exchange at which
the original  accounts were settled.  Failing this the rate of exchange  applied
shall be that used by the Company in their own books of account or in accordance
with any subsequent adjustments thereto.

         The amounts recoverable for losses in other than United States Currency
shall be converted  into United States  Dollars at the same rates of exchange as
were applied in the settlement of the original losses.  Failing this the rate of
exchange  applied shall be that used by the Company in their own books either at
the time of the  settlement  or in  accordance  with any  subsequent  adjustment
thereto.

                                   ARTICLE XXI
OFFSET CLAUSE:

         The  Company  and the  Reinsurer  shall  have the right to  offset  any
balance(s) due from one to the other under this Agreement.
<PAGE>
The party  asserting  the right of offset  may  exercise  such right at any time
whether the balance(s) due are on account of premiums or losses or otherwise.

         In the event of the insolvency of a party hereto, offsets shall only be
allowed in accordance  with the  provisions of Section 7427 of the Insurance Law
of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives in New York, New York this 5th
day of May, 1998.

                                    NATIONAL UNION FIRE INSURANCE COMPANY OF
                                    PITTSBURGH, PA.


                                    BY: /s/ Jeff Engelbrecht 
                                       ------------------------ 
                                    TITLE: Attorney in Fact
                                    ADDRESS: 70 Pine Street
                                             New York, NY 10270
<PAGE>
and in Bermuda this 30 day of Apr, 1998

                                    CONSOLIDATED AMERICAN RENTAL INSURANCE
                                    CO., LTD.

                                    BY: 
                                    TITLE: DIRECTOR 
                                          ---------------------- 
                                    ADDRESS: 40 CHURCH STREET
                                             HAMILTON, BERMUDA
<PAGE>
                                  SCHEDULE # 1
                       (Facultative Reinsurance Agreement)

                         March 1, 1997 to March 1, 1998

         Reinsurer Name       Consolidated American Rental
                              Insurance Company, Ltd.
         Address              C/O Willis Corroon Management
                              40 Church Street
                              Hamilton, Bermuda

         Original Insured     Rent a Wreck of America, Inc.
         Address              11460 Cronridge Drive, Suite 118
                              Owings Mills, MD. 21117

         Agent for Service
         of Process           Willis Corroon of Maryland
         Address              10 North Park Drive
                              Hunt Valley, MD. 21030

                                    ARTICLE I

POLICY(IES) REINSURED:

A.       Policy Number(s):

         (l) RMCA 5273030
         (2) RMCA 5273031
         (3) RMCA 5273032

which are incorporated herein by reference and made a part
hereof.

B.       Territory: As per policy(ies) listed in Item A

C.       Policy Period:

         12:01 A.M.  Eastern  Standard Time, March 1, 1997 to 12:01 A.M. Eastern
         Standard Time, March 1, 1998.

D.       Policy Limits:

Policy Number(s):    RMCA 5273030
                     RMCA 5273031
                     RMCA 5273032
<PAGE>
Automobile Liability: $100,000 Bodily Injury each Person
                      $300,000 Bodily Injury each Accident
                      $100,000 Property Damage each Accident

Automobile Physical Damage:   Actual Cash Value Comprehensive
                              Actual Cash Value  Collision

E. REINSURER'S SHARE: Exceeds $25,000 before Company may
request prompt payment.

F. REINSURING TERMS:

(l) The Reinsurers  aggregate  limit of liability is the most the reinsurer will
pay. The  estimated  aggregate  limit of liability is one million  three hundred
thousand dollars ($1,300,000).  This limit of liability is subject to adjustment
as follows:

         Adjustment Basis                  Adjustment Rate               Per  
         ----------------                  ---------------               ---  
        [redacted pending                  [redacted pending             each 
        confidentiality                    confidentiality 
        request with SEC]                  request with SEC] 
        Subject to a maximum downward adjustment of 10%.

(2) Subject to (1) above,  Automobile Liability  (including  Automobile Physical
Damage if agreed) under the Company's Policy Number RMCA 5273030,  RMCA 5273031,
RMCA 5273032, the Reinsurer agrees to reinsure the Company and be liable for One
Hundred Percent (100%) of the first One Hundred Thousand  Dollars  ($100,000) of
the Company's  Ultimate Net Loss per Bodily  Injury each Person.  

(3) Subject to (l) above,  Automobile Liability  (including  Automobile Physical
Damage if agreed) under the Company's Policy Number RMCA 5273030,  RMCA 5273031,
RMCA 5273032, the Reinsurer agrees to reinsure the Company and be liable for One
Hundred Percent (100%) of the first Three Hundred Thousand Dollars ($300,000) of
the Company's Ultimate Net Loss per Bodily Injury each Accident.
<PAGE>
(4) Subject to (1) above,  Automobile Liability  (including  Automobile Physical
Damage if agreed) under the Company's Policy Number RMCA 5273030,  RMCA 5273031,
RMCA 5273032, the Reinsurer agrees to reinsure the Company and be liable for One
Hundred Percent (100%) of the first One Hundred Thousand  Dollars  ($100,000) of
the Company's  Ultimate Net Loss per Property Damage each Accident.  

(5) Subject to (1) above,  Allocated Loss Expense:  Reinsurer agrees to reinsure
the Company  against and be liable for Allocated Loss Expense under the policies
covered  hereunder as follows:  1) if Ultimate Net Loss is contained  within the
Reinsured  Limit(s) - Reinsurer  will pay all  Allocated  Loss  Expenses;  2) if
Ultimate  Net Loss  exceeds the  Reinsured  Limit(s) -  Reinsurer  will pay that
amount of Allocated  Loss  Expenses  that is in proportion to the ratio that the
Reinsured Limit(s) bears to the Loss paid under the Policy(ies);  or 3) if there
is no Ultimate Net Loss - Reinsurer  will pay all Allocated  Loss Expenses up to
the Reinsured  Limit(s) and fifty  percent (50%) of the Allocated  Loss Expenses
which exceed the Reinsured Limit(s).

G. PREMIUM AND COMMISSION:

         Premium  and  Commission  due from the  Reinsurer  for the  Reinsurance
hereunder shall be calculated in accordance with the following  schedule.  Gross
Premiums Written shown are estimates for the beginning of the Agreement period.

1.       Gross Premiums Written                               $*
         LESS

2.       Excess Premium                                       $*
         EQUALS

3.       Subject Premium                                      $*
         LESS

4.       Taxes, Board, Bureaus
         and Residual Market
         Charges; and FET adjustable - see note # 1           $*
<PAGE>
5.       Claims Service Fees
         Adjustable in Accordance
         With Article VIII; and                               $*

6.       Profit and Adminis-
         tration; adjustable [redacted pending                $*
                              confidentiality request
                              with SEC]

7.       Sub-total (4,5,6)                                    $*

     EQUALS

8.       Gross Ceded Premium
         (line 3 less line 7)                                 $*

9.       Net Ceded Premium
         (Line 8 less line 10)                                $*

10.      Loss Escrow Fund                                     $*
         *Redacted pending confidentiality request with SEC

Note:  #l) Taxes,  Boards & Bureaus,  Federal  Excise Tax, and  Residual  Market
Loadings  will  be  adjusted  per  the  terms  of the  Large  Risk  Rating  Plan
Endorsement located on policyn # RMCA 5273031.

H.       CESSION STATEMENTS

         Account Current  Statements will be rendered 30 days after the close of
the  month  or as soon as  reasonably  practicable  thereafter,  as shown in the
attached form or in such other simplified form as prepared by the Company.

                  1. Gross Premiums Written                 __________

                  EQUALS

                  2. Excess Reinsurance                     __________

                  3. Subject Premium                        __________

                  LESS

                  4. Taxes, Board, Bureaus and              __________
                  Residual Market Charges; and

                  5. Claims Service Fees; and               __________
<PAGE>
                  6.  Profit  and  Administration;   and    __________  

                  7.  Direct Commission;  and               __________ 

                  8. Sub-total (4,5,6,7)                    __________

                  EQUALS 

                  9. Gross Ceded Premium                    __________ 
                  (line 3 less line 8)

                  10. Federal Excise Tax                    __________
                  (line 3 x 1%)

                  11. Net Ceded Premium                     __________
                  (line 9 less line 10)

                  LESS

                  12. Escrow Fund Reimbursement; and        __________

                  13. Paid Losses                           __________

                  EQUALS

                  14. Balance Due To (From) Reinsurer       __________

         B. The  balance  due  shall be paid by the  debtor  party to the  other
         within  __(45)  days  after  the  close  of the  month  or as  soon  as
         reasonably practicable thereafter.

I.       CLAIMS SERVICE FEES

         The  Company has  engaged,  through AIG Risk  Management,  Inc.,  Hertz
Claims Management Corporation to handle Claims Administration for claims arising
hereunder. Claims shall be paid for as follows:

         a.       Automobile Liability - Bodily Injury
                  $525.00 per claim

         b.       Automobile Liability - Property Damage
                  $ 155.00 per claim

         c.       Automobile Liability - No Fault
                  $ 525.00 per claim

         d.       Automobile Liability - Physical Damage
                  $ 135.00 per claim
<PAGE>
         In addition, any other fees, charges or expenses will be adjustable per
         the terms  contained in that  certain  contract  between  AIGRM and the
         Claims Administrator for the period covered by this Schedule.

J.       INITIAL SECURITY:  Amount $800,000; form Letter of Credit.
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives in New York, New York this 5th
day of May, 1998.

                                                NATIONAL UNION FIRE INSURANCE
                                                COMPANY OF PITTSBURGH, PA.

                                                BY: /s/ Jeff Engelbreiht
                                                TITLE: Attorney in fact
                                                ADDRESS: 70 Pine Street
                                                         New York, NY 10270

and in Bermuda, this 30 day of Apr, 1998.

                                                CONSOLIDATED AMERICAN RENTAL
                                                INSURANCE CO., LTD.

                                                BY: ________________________
                                                TITLE:    Director
                                                ADDRESS:  40 Church Street
                                                          Hamilton, Bermuda

<PAGE>
                                  SCHEDULE # 1
                       (Facultative Reinsurance Agreement)

                         March 1, 1998 to March 1, 1999

         Reinsurer Name    Consolidated American Rental Insurance
                           Company, Ltd.
                           C/O Willis Corroon Management
                           40 Church Street
                           Hamilton, Bermuda


         Original Insured  Rent a Wreck of America, Inc.
         Address           11460 Cronridge Drive, Suite 118
                           Owings Mills, MD. 21117

         Agent for Service
         of Process        Willis Corroon of Maryland
         Address           10 North Park Drive
                           Hunt Valley, MD. 21030


                                    ARTICLE I

POLICY(IES) REINSURED:

A.       Policy Number(s):

         (l) RMCA 3208643
         (2) RMCA 3208644
         (3) RMCA 3208645

which are incorporated herein by reference and made a part
hereof.

B.       Territory:  As per policy(ies) listed in Item A

C.       Policy Period:

         12:01 A.M.  Eastern  Standard Time, March 1, 1998 to 12:01 A.M. Eastern
         Standard Time, March 1, 1999.
<PAGE>
D.       Policy Limits:

Policy Number(s): RMCA 3208643
                  RMCA 3208644
                  RMCA 3208645

Automobile Liability: $100,000 Bodily Injury each Person
                      $300,000 Bodily Injury each Accident
                      $100,000 Property Damage each Accident

Automobile Physical Damage:  Actual Cash Value Comprehensive
                             Actual Cash Value Collision

E.       REINSURER'S SHARE:  Exceeds $25,000 before Company may
         request prompt payment.

F.       REINSURING TERMS:

(1)      The Reinsurers  aggregate  limit of liability is the most the reinsurer
         will pay.  The  estimated  aggregate  limit of liability is one million
         three hundred thousand dollars ($1,300,000). This limit of liability is
         subject to adjustment as follows:

         Adjustment Basis          Adjustment Rate          Per
         ----------------          ---------------          ---

         [redacted pending         [redacted pending        each
         confidentiality request   confidentiality request
         with SEC]                 with SEC]

         Subject to a maximum downward adjustment of 10%.

(2)      Subject  to  (1)  above,  Automobile  Liability  (including  Automobile
         Physical  Damage if agreed)  under the  Company's  Policy  Number  RMCA
         3208643,  RMCA 3208644,  RMCA 3208645, the Reinsurer agrees to reinsure
         the Company and be liable for One Hundred  Percent  (100%) of the first
         One Hundred Thousand Dollars  ($100,000) of the Company's  Ultimate Net
         Loss per Bodily Injury each Person.

(3)      Subject  to  (1)  above,  Automobile  Liability  (including  Automobile
         Physical  Damage if agreed)  under the  Company's  Policy  Number  RMCA
         3208643,  RMCA 3208644,  RMCA 3208645, the Reinsurer agrees to reinsure
         the Company and be liable for One Hundred  Percent  (100%) of the first
         Three Hundred Thousand Dollars ($300,000) of the Company's Ultimate Net
         Loss per Bodily Injury each Accident.
<PAGE>
(4)      Subject  to  (1)  above,  Automobile  Liability  (including  Automobile
         Physical  Damage if agreed)  under the  Company's  Policy  Number  RMCA
         3208643,  RMCA 3208644,  RMCA 3208645, the Reinsurer agrees to reinsure
         the Company and be liable for One Hundred  Percent  (100%) of the first
         One Hundred Thousand Dollars  ($100,000) of the Company's  Ultimate Net
         Loss per Property Damage each Accident.

(5)      Subject to (l)  above,  Allocated  Loss  Expense:  Reinsurer  agrees to
         reinsure the Company  against and be liable for Allocated  Loss Expense
         under the policies  covered  hereunder  as follows:  1) if Ultimate Net
         Loss is contained  within the Reinsured  Limit(s) - Reinsurer  will pay
         all  Allocated  Loss  Expenses;  2) if  Ultimate  Net Loss  exceeds the
         Reinsured  Limit(s) - Reinsurer  will pay that amount of Allocated Loss
         Expenses that is in proportion to the ratio that the Reinsured Limit(s)
         bears to the Loss  paid  under  the  Policy(ies);  or 3) if there is no
         Ultimate Net Loss - Reinsurer  will pay all Allocated  Loss Expenses up
         to the Reinsured Limit(s) and fifty percent (50%) of the Allocated Loss
         Expenses which exceed the Reinsured Limit(s).

G.       PREMIUM AND COMMISSION:

         Premium  and  Commission  due from the  Reinsurer  for the  Reinsurance
hereunder shall be calculated in accordance with the following  schedule.  Gross
Premiums Written shown are estimates for the beginning of the Agreement period.
<PAGE>

1.        Gross Premiums Written                              $*
         LESS

2.        Excess Premium                                      $*

         EQUALS

3.        Subject Premium                                     $*
         LESS

4.        Taxes, Board, Bureaus
          and Residual Market
          Charges;         adjustable-see note# 1.            $*

5.        Claims Service Fees
          Adjustable in Accordance
          With Article VIII; and                              $*

6.        Profit and Adminis-
          tration; adjustable [redacted pending               $*
          confidentiality request with SEC]

7.        Sub-total (4,5,6)                                   $*

         EQUALS

8.        Gross Ceded Premium
          (line 3 less line 7)                                $*

9.        Net Ceded Premium
          (line 8 less line 9)                                $*

10.       Loss Escrow Fund                                    $*

         *Redacted  pending  confidentiality  request with SEC 

Note: #1) Taxes, Boards & Bureaus, and Residual Market Loadings will be adjusted
per the terms of the Large Risk  Rating  Plan  Endorsement  located on policy #
RMCA 3208644.

H.       CESSION STATEMENTS

         Account Current  Statements will be rendered 30 days after the close of
the  month  or as soon as  reasonably  practicable  thereafter,  as shown in the
attached form or in such other simplified form as prepared by the Company.
<PAGE>

                  1.       Gross Premiums Written      ____________

                  EQUALS

                  2.       Excess Reinsurance          ____________

                  3.       Subject Premium             ____________

                  LESS

                  4. Taxes, Board, Bureaus and
                  Residual Market Charges; and         ____________

                  5.       Claims Service Fees; and    ____________

                  6.       Profit and Administration;
                  and                                  ____________

                  7.       Direct Commission; and      ____________

                  8.       Sub-total (4,5,6,7)         ____________

                  EQUALS

                  9.       Gross Ceded Premium         ____________
                  (line 3 less line 8)

                  10.      Federal Excise Tax          ____________
                  (line 3 x 1%)

                  11.      Net Ceded Premium           ____________
                  (line 9 less line 10)

                  LESS

                  12.      Escrow Fund Reimbursement; and    ____________

                  13.      Paid Losses                       ____________

                  EQUALS

                  14.      Balance Due To (From) Reinsurer   ____________

         B. The  balance  due  shall be paid by the  debtor  party to the  other
         within  ___  (45)  days  after  the  close  of the  month or as soon as
         reasonably practicable thereafter.

I.       CLAIMS SERVICE FEES
<PAGE>
         The Company has engaged through AIG Risk Management, Inc., Hertz Claims
Management  Corporation  to handle  Claims  Administration  for  claims  arising
hereunder. Claims shall be paid for as follows:

         a.       Automobile Liability - Bodily Injury
                  $ 525.00 per claim

         b.       Automobile Liability - Property Damage
                  $ 155.00 per claim

         c.       Automobile Liability - No Fault
                  $ 525.00 per claim

         d.       Automobile Liability - Physical Damage
                  $135.00 per claim

         In addition, any other fees, charges or expenses will be adjustable per
         the terms  contained in that  certain  contract  between  AIGRM and the
         Claims Administrator for the period covered by this Schedule.

J.       INITIAL SECURITY:  Amount $500,000. Security to be provided as follows:
         $300,000 in the form a Letter of Credit, and $200,000 in the form of a
         Bond.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly  authorized  representatives  in New York,  New York this
_____ day of __________, 19__.


                                             NATIONAL UNION FIRE INSURANCE
                                             COMPANY OF PITTSBURGH, PA.


                                             BY:___________________________
                                             TITLE:________________________
                                             ADDRESS: 70 Pine Street
                                                      New York, NY 10270

<PAGE>
and in Bermuda, this 30 day of Apr, 1998.

                                             CONSOLIDATED AMERICAN RENTAL
                                             INSURANCE CO., LTD.


                                             BY:___________________________
                                             TITLE: DIRECTOR
                                             ADDRESS: 40 CHURCH STREET
                                                      HAMILTON, BERMUDA