Filing F- $20.00
Recordation Tax: N/A                                         Parcel Tax ID#: N/A
Debtor's principal place of business is located in Baltimore County, Maryland

                                                            FINANCING STATEMENT
Bank of America, N.A.                                       Customer # 41-565672
10 Light Street
Baltimore, Maryland 21202

1.   To be Recorded among the Financing Statement Records at MDSDAT.

2.   Not Subject to Recordation Tax.

3.   Debtor(s) Names(s) and Address(es):

     PRICELESS Rent-A-Car, Inc.
     10324 South Dolfield Drive
     Owings Mills, Maryland 21117

4.   Secured Party Name and Address:

     Bank of America, N.A.
     P.O. Box 31152
     Charlotte, NC 28231-1152

     ATTENTION: Commercial Loan Service Center
     MAILSTOP: NC1-014-13-02

5.   Collateral:  This Financing  Statement covers, and the Debtor hereby grants
     the Secured Party, a security interest in the following property:

          Accounts:  Any and all  accounts  and  other  rights  of Debtor to the
payment for goods sold or leased or for services  rendered whether or not earned
by performance,  including,  without  limitation,  contract rights,  book debts,
checks, notes, drafts, instruments,  chattel paper, acceptances, and any and all
amounts  due to  Debtor  from  a  factor  or  other  forms  of  obligations  and
receivables, now existing or hereafter arising.

The Debtor also grants the Secured Party a security interest in property related
to the above described property, including specifically, but without limitation:
(a) all related present and future substitutions,  replacements,  appurtenances,
accessories  and accessions for such property;  (b) all of the Debtor's  related
books, records, computer programs, other software,  computer files and diskettes
or disk storage media and rights under any and all

MD086                                                         Approved: 06/25/96
jt                                                             Revised: 08/30/99

                                        1
<PAGE>
Filing F- $20.00
Recordation Tax: N/A                                         Parcel Tax ID#: N/A
Debtor's principal place of business is located in Baltimore County, Maryland

                                                            FINANCING STATEMENT
Bank of America, N.A.                                       Customer # 41-565672
10 Light Street
Baltimore, Maryland 21202

licenses to use computer programs, software, files and hardware that are related
to such  property;  (c) all  proceeds  (cash and  noncash,  including  insurance
proceeds) and products of all such property, in any form whatsoever; and (d) all
accounts,  chattel paper, instruments,  inventory,  general intangibles or other
goods or property  purchased or acquired with cash and/or  non-cash  proceeds of
such property.  Debtor also grants the Secured Party a security  interest in all
amounts now and in the future owed by the Secured  Party or any affiliate of the
Secured Party to the Debtor  and/or on deposit in any account  maintained by the
Debtor with the Secured Party or any affiliate of the Secured Party.

                                       DEBTOR:

                                       PRICELESS Rent-A-Car, Inc.

                                       By: /s/ Kenneth Blum Jr.(SEAL)
                                           -------------------------------------
                                       Name: Kenneth Blum, Jr.

                                       Title: President

MD086                                                         Approved: 06/25/96
jt                                                            Revised: 08/30/99