PRICELE$$ AUTO RENTAL
                               FRANCHISE AGREEMENT
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                                TABLE OF CONTENTS

SECTION                                                              Page

1.   THE FRANCHISE.....................................................1

2.   DEVELOPMENT AND OPENING OF THE BUSINESS...........................2

3.   FLEET REQUIREMENTS................................................3

4.   FEES..............................................................4

5.   TRAINING AND GUIDANCE.............................................5

6.   BUSINESS IMAGE AND OPERATING STANDARDS............................6

7.   ADVERTISING AND PROMOTION.........................................9

8.   MARKS............................................................10

9.   KNOW-HOW.........................................................12

10.  RELATIONSHIP OF THE PARTIES/INDEMNIFICATION......................12

11.  RECORDS AND REPORTS..............................................13

12.  COMPANY'S RIGHT TO INSPECT AND AUDIT THE BUSINESS................14

13.  ASSIGNMENT.......................................................14

14.  TERMINATION OF THE FRANCHISE BY COMPANY..........................17

15.  RIGHTS OF COMPANY AND OBLIGATIONS OF FRANCHISEE
     UPON TERMINATION OR EXPIRATION OF THE FRANCHISE..................19

16.  ENFORCEMENT......................................................21

17.  NOTICES AND PAYMENTS.............................................25

EXHIBITS AND ATTACHMENTS

     STATE SPECIFIC RIDERS TO THE FRANCHISE AGREEMENT
     EXHIBIT A - AGREEMENT TERMS
     EXHIBIT B - ASSIGNMENT OF TELEPHONE NUMBERS AND LISTINGS
     GUARANTY AND ASSUMPTIONS OF OBLIGATIONS
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                              PRICELE$$ AUTO RENTAL
                               FRANCHISE AGREEMENT

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     THIS AGREEMENT is made and entered into this _____ day of ____________, 19_
by and between BUNDY  AMERICAN  CORPORATION,  a Maryland  corporation,  with its
principal  office at 11460 Cronridge  Drive,  Suite 120, Owings Mills,  Maryland
21117 ("COMPANY") and __________________________________________________________
________________________________________________________________________________
whose principal address is _____________________________________________________
________________________________ ("FRANCHISEE").

1. THE FRANCHISE.

         A. PREAMBLES.

         COMPANY has  developed a system for the  operation of a vehicle  rental
and leasing business under the name  "PRICELE$$".  COMPANY uses and licenses the
trade and  service  mark  "PRICELE$$"  and related  logo,  and other marks which
COMPANY has  developed and may develop in the future (the  "Marks").  FRANCHISEE
has  applied for a franchise  to own and operate a PRICELE$$  business  and such
application   has  been  approved  by  COMPANY  in  reliance  upon  all  of  the
representations made therein.

         COMPANY expressly disclaims the making of, and FRANCHISEE  acknowledges
that he has not  received or relied upon,  any warranty or guaranty,  express or
implied,  as to  the  revenues,  profits  or  success  of the  business  venture
contemplated by this Agreement.  FRANCHISEE  acknowledges  that he has read this
Agreement and COMPANY's Franchise Offering Circular and that he has no knowledge
of any  representations by COMPANY,  or its officers,  directors,  shareholders,
employees  or agents  that are  contrary  to the  statements  made in  COMPANY's
Franchise Offering Circular or to the terms herein.

         B. GRANT.

         Subject to the provisions of this  Agreement,  COMPANY hereby grants to
FRANCHISEE a franchise (the  "Franchise")  to operate a PRICELE$$  business (the
"BUSINESS")  offering  vehicles  for rental  and  utilizing  COMPANY's  formats,
methods,  standards,  operating  procedures  and the  Marks at (and only at) the
premises  (the  "Premises")  identified  in  Section 1 of  Exhibit  A,  which is
attached hereto and made a part hereof by this reference, for a term of ten (10)
years commencing on the date of execution  hereof.  Termination or expiration of
this Agreement constitutes termination or expiration of the Franchise.  Provided
that FRANCHISEE is in compliance with this Agreement,  COMPANY shall not operate
or grant a franchise  for the  operation of another  PRICELE$$  Business  within
FRANCHISEE's  primary service area (the "Primary Service Area"), as described in
Section 2 of  Exhibit A.  FRANCHISEE  may not  regularly  deliver  vehicles  to,
transport  customers to or pick-up  customers  at  locations  within the primary
service area of another  PRICELE$$  business  during the term of this Agreement.
FRANCHISEE  acknowledges  that COMPANY may enter into national account contracts
and, subject to FRANCHISEE's  qualification  for participation in such accounts,
FRANCHISEE  will be  offered  the  opportunity  to  service  such  accounts.  If
FRANCHISEE is not qualified to participate,  COMPANY shall have the right to use
other sources to service such accounts, wherever located.

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         C. RENEWAL.

         FRANCHISEE shall have the right to obtain a renewal franchise ("Renewal
Franchise"),  and successive renewal franchises  thereafter,  each for a term of
five (5) years,  at  FRANCHISEE's  sole  option,  if  FRANCHISEE  is in complete
compliance  with the terms and conditions of the Franchise  Agreement,  notifies
COMPANY in writing  of his  desire to obtain a Renewal  Franchise  no later than
ninety (90) days but no earlier than one hundred  eighty (180) days prior to the
expiration of this  Agreement,  releases  COMPANY of any and all possible claims
related  to  this  Agreement  and/or  FRANCHISEE's  relationship  with  COMPANY,
terminates this Agreement and executes COMPANY's  then-current form of franchise
agreement containing the then-current terms, conditions,  fees and contributions
for the  operation  of the  BUSINESS  modified  to reflect  that  FRANCHISEE  is
receiving  a  Renewal  Franchise  and  such  ancillary  agreements  as are  then
customarily used by COMPANY in granting renewal franchises.

2. DEVELOPMENT AND OPENING OF THE BUSINESS.

         A. LOCATION OF THE BUSINESS PREMISES.

         FRANCHISEE  may  operate  the  BUSINESS  only at the  Premises  or at a
substitute location and premises hereafter approved by COMPANY in writing. On or
before the execution of this  Agreement,  FRANCHISEE  shall provide at COMPANY's
request: (1) evidence of FRANCHISEE's ownership of premises for the BUSINESS; or
(2) a copy of a lease for the premises of the BUSINESS on terms  satisfactory to
COMPANY and which shall be executed prior to the opening of the BUSINESS.

         B. DEVELOPMENT AND OPENING OF THE BUSINESS.

         FRANCHISEE  agrees to develop the BUSINESS  and have the BUSINESS  open
and operating within ninety (90) days of the date of this Agreement.

         C. SIGNS, EQUIPMENT AND FORMS.

         FRANCHISEE  must  prominently  display on or near the Premises,  a sign
that COMPANY has approved as meeting its specifications and standards for design
and appearance.  FRANCHISEE agrees to purchase,  install and prominently display
an illuminated sign on or near the Premises.  FRANCHISEE also agrees to acquire:
(1) a fax machine capable of receiving  transmissions 24 hours a day; and (2) at
such  time as  FRANCHISEE  has a fleet of ten (10) or more  Rental  Vehicles,  a
computer system meeting COMPANY's specifications and standards.  FRANCHISEE also
agrees to purchase all rental agreement forms only from COMPANY.

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3. FLEET REQUIREMENTS.

         A. DEFINITION OF "RENTAL VEHICLE".

         As used in this  Agreement,  the term "Rental  Vehicle"  shall mean any
vehicle carried on or otherwise  covered by an insurance policy of FRANCHISEE or
the BUSINESS.  Rental  Vehicle  includes but is not limited to vehicles  rented,
leased or sold on a rent to own basis.

         B. DEFINITION OF "AGREEMENT YEAR".

         As used in this  Agreement,  the term  "Agreement  Year"  shall  mean a
one-year  period of time  commencing on an anniversary  date of the execution of
this Agreement and ending on the day before the next anniversary date. The first
Agreement Year commences on the date of execution hereof.

         C. THE FLEET.

         FRANCHISEE  agrees  to have  the  minimum  number  of  Rental  Vehicles
available  for lease or rental in the Rental  Vehicle fleet of the BUSINESS (the
"Fleet") as specified in Section 3 of Exhibit A.

         D. COMPANY VEHICLES.

         COMPANY may place Rental  Vehicles at the BUSINESS and FRANCHISEE  must
make  such  vehicles  available  to  customers.  COMPANY  will pay the  costs of
maintenance  and  insurance  on such  vehicles.  COMPANY  will pay  FRANCHISEE a
commission on all rentals of these  vehicles.  Such vehicles will not be subject
to Monthly Fees (defined below) or advertising contributions.

4. FEES.

         A. INITIAL FRANCHISE FEE.

         FRANCHISEE  agrees to pay to COMPANY a nonrecurring  initial  franchise
fee in the amount  specified in Section 4 of Exhibit A which shall be payable to
COMPANY upon the execution of this Agreement. The initial franchise fee shall be
fully earned by COMPANY and nonrefundable.

         B. CONTINUING FRANCHISE FEE.

            1.  MONTHLY  FEE.  FRANCHISEE  agrees  to pay to  COMPANY  a monthly
      continuing  franchise  fee (the  "Monthly  Fee") in the  amount  of thirty
      dollars  ($30.00)  for each Rental  Vehicle in the Fleet.  The Monthly Fee
      must be  received  by COMPANY  on or before  the tenth  (10th) day of each
      month for the average total number of Rental  Vehicles in the Fleet during
      the immediately preceding calendar month. In order to verify the number of
      Rental Vehicles in FRANCHISEE's Fleet

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      each month, FRANCHISEE will submit to COMPANY (along with the Monthly Fee)
      a copy  of each  of  FRANCHISEE's  monthly  insurance  statements  for the
      preceding  month  showing  the  number of Rental  Vehicles.  The amount of
      Monthly  Fees paid by  FRANCHISEE  shall be  subject  to the  minimum  fee
      schedule provided in Section 4B(2) of this Agreement.

            2.  MINIMUM  FEE.  The minimum  annual total of Monthly Fees paid by
      FRANCHISEE  (the  "Minimum  Fee")  shall be as  specified  in Section 5 of
      Exhibit  A. If in any  Agreement  Year,  the  total  Monthly  Fees paid by
      FRANCHISEE in such  Agreement  Year are less than the Minimum Fee for such
      Agreement  Year provided  herein,  FRANCHISEE  agrees to pay to COMPANY an
      amount  equal to the  difference  between  the  Monthly  Fees paid and the
      Minimum  Fee  for  such  Agreement  Year.  Such  amount  shall  be paid by
      FRANCHISEE  to COMPANY  within thirty (30) days after the last day of such
      Agreement Year.

            3.  MONTHLY FEE AND MINIMUM FEE  INCREASES.  COMPANY  shall have the
      right to increase the Monthly Fee once per Agreement  Year.  The amount of
      such  increase  shall not  exceed ten  percent  (10%) of the  Monthly  Fee
      charged as of the date of such increase. Additionally, the maximum Monthly
      Fee COMPANY  will  charge  during the initial  term of this  Agreement  is
      Forty-Five Dollars ($45) per Rental Vehicle per month.  COMPANY shall have
      the  right to  increase  the  Minimum  Fee once per  Agreement  Year.  The
      increase in Minimum Fee shall not exceed ten percent  (10%) of the Minimum
      Fee specified in the Minimum Fee schedule in Exhibit A for that  Agreement
      Year. For each subsequent  Agreement Year, the increase in the Minimum Fee
      shall not exceed ten percent  (10%) of the  Minimum Fee for the  preceding
      Agreement Year.

         C. LATE PAYMENT FEES AND INTEREST ON LATE PAYMENTS.

         Monthly Fees owed by  FRANCHISEE  may be assessed a late payment fee on
the first  business  day  after  their due date,  which  late  payment  shall be
immediately  due and payable and equal to five  percent (5%) of the amount owed.
Additionally,  all amounts owed COMPANY shall bear interest after their due date
accruing at the highest applicable rate for open account business credit, not to
exceed two percent (2%) per month.  FRANCHISEE acknowledges that this Section 4C
shall not constitute  COMPANY's agreement to accept such payments after same are
due or a  commitment  by  COMPANY  to  extend  credit to the  BUSINESS  and that
FRANCHISEE's  failure to pay all amounts when due shall  constitute  grounds for
termination of this Agreement.

         D. APPLICATION OF PAYMENTS.

         Notwithstanding any designation by FRANCHISEE,  COMPANY shall have sole
discretion to apply any payments received from FRANCHISEE or any indebtedness of
COMPANY to FRANCHISEE,  to any past due  indebtedness  of FRANCHISEE for Monthly
Fees,  contributions  to the Funds (as defined  below in Section 7A),  purchases
from  COMPANY or its  Affiliates,  late  payment  fees,  interest,  or any other
indebtedness of FRANCHISEE to COMPANY or its Affiliates.

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5. TRAINING AND GUIDANCE.

         A. TRAINING.

         COMPANY  shall  furnish  to  FRANCHISEE  a  training  program  for  the
operation of the BUSINESS as  designated  by COMPANY prior to the opening of the
BUSINESS.  The training program shall be furnished at COMPANY's principal office
and/or at such other  location  designated  by  COMPANY.  FRANCHISEE  may attend
additional initial training at a location  designated by COMPANY which is within
driving  distance  of  the  Premises  of  the  BUSINESS.   FRANCHISEE  shall  be
responsible  for any travel and living  expenses which he or his employees incur
in connection with such training.  FRANCHISEE and  FRANCHISEE's  general manager
(the  person(s)  identified  in Section 6D) shall be  required  to complete  the
training program to the satisfaction of COMPANY.

         B. HIRING AND TRAINING OF EMPLOYEES BY FRANCHISEE.

         FRANCHISEE  shall hire all  employees of the BUSINESS,  be  exclusively
responsible  for the  terms of their  employment  and  compensation  and for the
proper  training of such  employees in the operation of the  BUSINESS,  provided
that supervisory employees hired by FRANCHISEE after the opening of the BUSINESS
may, subject to reasonable limitations prescribed by COMPANY and at FRANCHISEE's
expense for travel and living costs,  enroll in training  programs  conducted by
COMPANY.

         C. GUIDANCE.

         COMPANY  shall furnish to  FRANCHISEE  guidance in connection  with the
operation  of the  BUSINESS.  Such  guidance  shall be  furnished in the form of
COMPANY's operating manual (the "Operating  Manual"),  bulletins,  other written
materials,  group meetings and consultations by telephone and/or  consultants at
the offices of COMPANY or at the BUSINESS.

6. BUSINESS IMAGE AND OPERATING STANDARDS.

         A. BUSINESS IMAGE, OPERATING STANDARDS AND COMPANY PROGRAMS.

         FRANCHISEE agrees to maintain the appearance of the BUSINESS consistent
with the image of a BUSINESS as a clean,  attractive  and  efficiently  operated
business  for the rental and lease of  vehicles.  FRANCHISEE  further  agrees to
conspicuously  identify  himself  at  the  Premises  and in  all  dealings  with
customers,  suppliers,  public officials and others as the owner of the BUSINESS
under a franchise from COMPANY.  FRANCHISEE  agrees not to use this Agreement or
the  Franchise as  collateral  to secure any  personal or corporate  obligation.
FRANCHISEE,  if requested by COMPANY,  agrees to acquire,  at FRANCHISEE's  sole
expense,   computer   hardware   and   software   programs   meeting   COMPANY's
specifications to assist in the operation of the BUSINESS.

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         B. UNIFORM IMAGE AND SPECIFICATIONS, STANDARDS AND PROCEDURES.

         The  presentation  of a uniform  image to the  public  is an  essential
element of a successful  franchise  system and FRANCHISEE  agrees to operate the
BUSINESS  in  accordance  with  the  specifications,  standards  and  procedures
prescribed by COMPANY,  including without limitation:  (1) mechanical condition,
running order,  safety,  repair, age and appearance of Rental Vehicles;  (2) the
safety,  maintenance and appearance of the Premises; (3) appearance and training
of employees;  (4) use of standard rental and leasing  agreements and forms; (5)
minimum  standards  with  respect to  customers  and hours of  operation  of the
BUSINESS;  (6) compliance  with and  participation  in COMPANY's  programs;  (7)
compliance with all reasonable  insurance  policy  requirements of COMPANY;  (8)
establishment  of minimum  daily  business  hours for the  BUSINESS;  (9) proper
display of the Marks;  (10)  quality  business  and  advertising  practices  and
controls; and (11) obtain an automobile dealer's license, where possible.

         Mandatory specifications, standards and operating procedures prescribed
from time to time by  COMPANY in the  Operating  Manual  for the  BUSINESSES  or
communicated  to  FRANCHISEE  in writing,  shall  constitute  provisions of this
Agreement as if set forth herein.  All references herein to this Agreement shall
include all such mandatory specifications, standards and operating procedures.

         COMPANY will loan to  FRANCHISEE  during the term of the  Franchise one
copy of the  Operating  Manual.  COMPANY  shall  have  the  right  to add to and
otherwise  modify the Operating  Manual from time to time to reflect  changes in
the  specifications,  standards  or  operating  procedures  for  a  RENT-A-WRECK
business.  FRANCHISEE shall keep his copy of the Operating  Manual current.  The
master  copy of the  Operating  Manual  shall be  maintained  by  COMPANY at its
principal office and shall be controlling in the event of a dispute.

         C. COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES.

         FRANCHISEE  shall secure and  maintain in force all required  licenses,
permits and  certificates  relating to the  operation  of the BUSINESS and shall
operate the BUSINESS in full compliance with all applicable laws, ordinances and
regulations.  The BUSINESS shall in all dealings with its customers,  suppliers,
COMPANY and the public  adhere to the highest  standards of honesty,  integrity,
fair dealing and ethical conduct. FRANCHISEE agrees to refrain from any business
or  advertising  practice  which may be  injurious  to COMPANY and the  goodwill
associated  with the Marks  and other  PRICELE$$  businesses.  FRANCHISEE  shall
notify  COMPANY  in  writing  within  five (5) days of the  commencement  of any
action, suit or proceeding which may adversely affect the operation or financial
condition of FRANCHISEE or the BUSINESS.

         D. MANAGEMENT OF THE BUSINESS.

         The BUSINESS shall, at all times during the term of this Agreement,  be
under the direct,  on-premises  supervision  of a trained and competent  general
manager who has completed  COMPANY's training program or equivalent  training to
COMPANY's satisfaction, and who is employed on a full-time basis to work for and
at the  BUSINESS.  The  person(s)  specified  in  Section  6 of  Exhibit  A will

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initially exercise the functions of general manager with respect to all elements
of the  BUSINESS.  FRANCHISEE  shall keep  COMPANY  informed at all times of the
identity of the general manager of the BUSINESS.

         E. INSURANCE.

         FRANCHISEE shall maintain  reasonable  coverage for the rental or lease
of any vehicle  owned,  rented or leased by  FRANCHISEE  or the BUSINESS and any
other vehicle which is rented,  leased,  or sold on a rent-to-own  basis,  or is
available for rental,  lease or sale to customers of FRANCHISEE.  Such insurance
shall provide coverage  against bodily and personal  injury,  death and property
damage  caused  by or  occurring  in  conjunction  with the  rental  or lease of
vehicles,  the  operation of the BUSINESS or otherwise in  conjunction  with the
conduct of business by FRANCHISEE  pursuant to the  Franchise  with such minimum
limits  as  COMPANY  specifies  in  writing  from time to time.  Such  insurance
coverage shall be maintained  under one or more policies of insurance  issued by
carriers rated "A" or better by Alfred M. Best & Company, Inc., unless otherwise
approved in writing by Company.  COMPANY may designate one or more  suppliers of
rental vehicle liability  insurance,  and the designated supplier may be COMPANY
or an affiliate,  and FRANCHISEE must purchase such coverage from the designated
supplier. All liability insurance policies required hereunder shall name COMPANY
(and its officers,  directors and employees) as an additional insured, contain a
waiver by the insurance  carrier of all  subrogation  rights against COMPANY and
shall  provide that COMPANY  receive  thirty (30) days prior  written  notice of
termination,  expiration or  cancellation  or  modification  of any such policy.
FRANCHISEE  shall furnish to COMPANY  annually a copy, of the  certificate of or
other  evidence  of the  renewal or  extension  of each such  insurance  policy.
COMPANY may  reasonably  increase the minimum  protection  requirement as of the
renewal date of any policy, and reasonably require different or additional kinds
of insurance at any time, including excess liability (umbrella) insurance, which
COMPANY deems, in COMPANY's sole discretion,  to be necessary or advantageous to
FRANCHISEE  or COMPANY's  system of  franchises.  FRANCHISEE  shall at all times
during  the  term  of the  Franchise  maintain  in  force  at his  sole  expense
comprehensive  general liability insurance coverage (including,  but not limited
to, coverage for personal injury,  property damage and product and motor vehicle
liability) against claim's arising from the operation of the Business.

         FRANCHISEE appoints COMPANY its  attorney-in-fact to direct any and all
of  FRANCHISEE's  insurers to provide  COMPANY,  upon  COMPANY's  request,  with
information showing the number of vehicles FRANCHISEE has insured at any time.

         F. COMPANY PROGRAMS.

         FRANCHISEE  shall  subscribe to,  participate in and comply with any of
the programs,  promotions,  campaigns or activities  which COMPANY  enters into,
engages in or  reasonably  prescribes  (e.g.,  credit card  programs,  telephone
service  programs or  advertising  programs).  FRANCHISEE  shall  supervise  and
service such programs,  promotions and activities pursuant to the terms thereof.
FRANCHISEE  shall  contribute to the expenses  thereof,  if any, on the same pro
rata basis as other franchisees.  FRANCHISEE shall encourage and solicit vehicle
rental  customers  to  patronize  other   RENT-A-WRECK   businesses,   and  will
exclusively   refer,   commission  free,  all  vehicle   reservations  to  other
franchisees  or COMPANY  rental  locations,  when there is such a franchisee  or

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COMPANY rental location in the area  concerned.  FRANCHISEE also shall provide a
24-hour emergency road service. If COMPANY offers a national program, FRANCHISEE
may be required to participate in such program. FRANCHISEE shall provide COMPANY
with information about  FRANCHISEE's  emergency service providers and shall keep
such  information  current so that  COMPANY  can make  arrangements  when and if
necessary.  FRANCHISEE is  authorized  to expend up to seventy  dollars ($70) on
behalf of another franchisee without his authorization.  Any amount in excess of
seventy  dollars  ($70)  shall  require  the oral  authorization  from the other
franchisee.  FRANCHISEE  agrees  to bill the  franchisee  from whom such car was
rented,  only  for the  actual  out-of-pocket  cost of  such  servicing,  and to
promptly pay other franchisees who assist one of its customers.

7. ADVERTISING AND PROMOTION.

         A. BY COMPANY.

         Recognizing  the value of  uniform  advertising  and  promotion  to the
goodwill and public image of PRICELE$$ businesses of COMPANY,  COMPANY agrees to
maintain  and  administer  an  advertising  fund (the  "National  Fund") for the
preparation of advertising  materials and such  advertising  programs as COMPANY
may deem necessary or appropriate.  FRANCHISEE  shall contribute to the National
Fund  seven  dollars  ($7.00)  for  each  Rental  Vehicle  in  the  Fleet.  Such
contribution  is due and  payable  by the tenth  (10th) day of each month on the
average  total  number of Rental  Vehicles in the Fleet  during the  immediately
preceding  month.  In order to verify the number of Rental Vehicles in the Fleet
each  month,  FRANCHISEE  will  submit to COMPANY  (along  with the  advertising
contribution)  a copy  of  FRANCHISEE's  monthly  insurance  statements  for the
preceding month showing the number of Rental Vehicles. Additionally,  FRANCHISEE
agrees to contribute,  as specified from time to time by COMPANY,  to a regional
advertising  fund  (the  "Regional   Fund");   provided,   however,   that  such
contribution  may not exceed  FRANCHISEE's  payment  to the  National  Fund.  If
FRANCHISEE's  advertising  contributions are not current, then FRANCHISEE may be
excluded from participating in any program paid for by the National Fund.

         FRANCHISEE  agrees that the National and Regional  Funds (the  "Funds")
may be used to meet any and all costs of maintaining,  administering,  directing
and  preparing  national,  regional or local  advertising,  sales  promotion and
public  relations  activities,  including,  without  limitation,  the  costs  of
preparing and conducting television, radio, magazine,  billboard,  newspaper and
other media programs and activities, and employing advertising agencies. COMPANY
may spend in any  fiscal  year an  amount  greater  or less  than the  aggregate
contributions of PRICELE$$  businesses to the Funds in that year and COMPANY may
make loans to the Funds bearing reasonable interest to cover any deficits of the
Funds and cause the Funds to invest  any  surplus  for  future use by the Funds.
FRANCHISEE  shall have no right,  claim or  interest of any kind in or to any of
the contributions paid by FRANCHISEE,  or any other entity, or to any allocation
of or use of the N ational Fund or Regional  Fund.  The Funds shall be accounted
for  separately  from the other funds of COMPANY and shall not be used to defray
any of COMPANY's general operating  expenses not associated with or attributable
to the activities of the Funds. A report of the operations of the Funds shall be
prepared  annually by COMPANY and shall be made  available  to  FRANCHISEE  upon
request.

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         Franchisee's  contribution to either or both the Funds may be increased
if: (i) the  majority  of the duly  elected or  appointed  members of  COMPANY's
Franchisee Advisory Council (the "Advisory Council") recommends an increase; and
(ii)  COMPANY,   in  its  sole  discretion,   approves  the  Advisory  Council's
recommendation;  provided,  however,  that such  increase  shall only occur once
during  any  Agreement  Year;  and,  provided  further  that the  amount of such
increase will not exceed ten percent (10%) of the contribution charged as of the
date  of such  increase.  If  COMPANY's  Franchise  Advisory  Council  has  been
disbanded  or  terminated,   COMPANY  may  in  its  sole   discretion   increase
Franchisee's  contributions  to the Funds,  subject  to the above  restrictions,
provided that COMPANY  increases the  contributions of all other  franchisees in
cases where COMPANY has the contractual right to do so.  FRANCHISEE  understands
and  acknowledges  that the  Funds  are  intended  to  maximize  general  public
recognition  and patronage of the Marks and the entire system for the benefit of
all  PRICELE$$   businesses  and  that  COMPANY   undertakes  no  obligation  in
administering the Funds to ensure that  expenditures  which are proportionate or
equivalent  to  FRANCHISEE's  contributions  are made for the market area of the
BUSINESS or that any PRICELE$$  businesses benefit directly or pro-rata from the
placement of advertising.  Except as expressly provided in this Section, COMPANY
assumes no direct or indirect liability or obligation to FRANCHISEE with respect
to  the  maintenance,  direction  or  administration  of the  Funds.  FRANCHISEE
acknowledges  and agrees that COMPANY has no fiduciary  obligation to FRANCHISEE
or any other PRICELE$$  business in connection  with the collection,  control or
administration of monies paid into the Fund.

         B. BY FRANCHISEE.

         FRANCHISEE  agrees to list and  advertise  the BUSINESS in  conformance
with the requirements  specified in COMPANY's  Operating  Manual.  Additionally,
FRANCHISEE shall maintain at least two (2) telephone numbers, one of which shall
be a local number and the other a toll free number.  The numbers shall be listed
and identified  exclusively with the BUSINESS and shall be separate and distinct
from all other  telephone  numbers  maintained for or by FRANCHISEE.  FRANCHISEE
shall register all of its telephone numbers used in connection with the BUSINESS
with  COMPANY  within  five (5) days of first  use,  to  provide  updates if any
changes to such  numbers  occur and  execute  COMPANY's  form of  Assignment  of
Telephone Numbers and Listings which is attached to this Agreement as Exhibit B.

8. MARKS.

         A. OWNERSHIP AND GOODWILL OF MARKS.

         FRANCHISEE acknowledges that COMPANY is the owner of the Marks licensed
to FRANCHISEE by this  Agreement,  that  FRANCHISEE's  right to use the Marks is
derived  solely from this Agreement and is limited to the conduct of business by
FRANCHISEE  pursuant to and in compliance with this Agreement and all applicable
specifications,  standards and operating  procedures  prescribed by COMPANY from
time to time during the term of the FRANCHISE. Any unauthorized use of the Marks
by FRANCHISEE  shall  constitute an infringement of the rights of COMPANY in and
to the Marks.  FRANCHISEE  agrees that all usage of the Marks by the  FRANCHISEE
and any goodwill  established  thereby shall inure to the  exclusive  benefit of
COMPANY and  FRANCHISEE  acknowledges  that this  Agreement  does not confer any
goodwill or other interests in the Marks upon FRANCHISEE.

                                        9
<PAGE>
         B. LIMITATIONS ON FRANCHISEE'S USE OF MARKS.

         FRANCHISEE  agrees to use the Marks as the sole  identification  of the
BUSINESS,  provided that  FRANCHISEE  shall identify  himself as the independent
owner thereof in the manner prescribed by COMPANY.  FRANCHISEE shall not use any
Mark or any corporate or business name of COMPANY,  (i) as part of any corporate
or trade name,  (ii) with any prefix,  suffix or other modifying  words,  terms,
designs or symbols (other than logos licensed to FRANCHISEE hereunder), (iii) in
any  modified  form,  (iv) as part  of any  domain  name,  website,  home  page,
electronic  address,  or other interactive site maintained on the internet,  the
world wide web, or any other similar  proprietary or common  carrier  electronic
delivery  system,  or (v) in any manner not  expressly  authorized in writing by
COMPANY.  FRANCHISEE agrees to prominently display the Marks on or in connection
with  all  advertising,  rental  agreements,  stationery,  forms  and any  other
materials  designated by COMPANY,  and in the manner  prescribed by COMPANY,  to
give such  notices of trade and service mark  registrations  and  copyrights  as
COMPANY specifies and to obtain such fictitious or assumed name registrations as
may be required under applicable law.

         C. NOTIFICATION OF INFRINGEMENTS AND CLAIMS.

         FRANCHISEE   shall   immediately   notify   COMPANY  of  any   apparent
infringement of or challenge to FRANCHISEE'S use of any Mark. COMPANY shall have
sole  discretion  to take such action as it deems  appropriate  and the right to
exclusively  control  any  litigation  or  proceeding  arising  out of any  such
infringement  or challenge and  FRANCHISEE  agrees to render such  assistance in
connection therewith as COMPANY deems necessary or advisable.

         D. INDEMNIFICATION OF FRANCHISEE.

         COMPANY  agrees  to  indemnify  FRANCHISEE  against  and  to  reimburse
FRANCHISEE for all damages for which he is held liable in any proceeding arising
out of his  authorized  use of any Mark pursuant to and in compliance  with this
Agreement and for all costs reasonably incurred by FRANCHISEE in such proceeding
in which  FRANCHISEE is named as a party,  provided that  FRANCHISEE  has timely
notified  COMPANY of such claim or proceeding  and has  otherwise  complied with
this Agreement. If it becomes advisable at any time in COMPANY'S sole discretion
for COMPANY and/or  FRANCHISEE to modify or discontinue use of any Mark,  and/or
use one or more  additional or  substitute  trade or service  marks,  FRANCHISEE
agrees to comply with COMPANY's  direction within a reasonable time after notice
thereof.  COMPANY will pay for FRANCHISEE's  out of pocket expenses  incurred in
complying with such direction.

                                       10
<PAGE>
9. KNOW-HOW.

         COMPANY possesses proprietary know-how comprising methods,  techniques,
specifications, procedures, information, systems and knowledge of and experience
in the  development  and  operation of PRICELE$$  businesses  (the  "Know-How").
COMPANY will disclose the Know-How to FRANCHISEE  in the training  program,  the
Operating Manual and in guidance  furnished to FRANCHISEE during the term of the
Franchise.  FRANCHISEE acknowledges that the Know-How is proprietary and a trade
secret of COMPANY and  disclosed to  FRANCHISEE  solely for use by FRANCHISEE in
the operation of the BUSINESS during the term of the Franchise.

         FRANCHISEE  acknowledges  that it would not be possible  for COMPANY to
protect its trade secrets against  unauthorized  use or disclosure if FRANCHISEE
holds an interest in a business  similar to the BUSINESS.  FRANCHISEE  therefore
agrees that all employees of the BUSINESS  shall execute  COMPANY's then current
form  of   confidentiality   and   non-competition   agreement  and  FRANCHISEE,
FRANCHISEE's  general  manager and  FRANCHISEE's  immediate  family  members and
owners will not during the term of the Franchise  have any interest as an owner,
director,  officer,  employee,  consultant,  representative  or agent, or in any
other  capacity,  in any  Competitive  Business.  As  used  in  this  Agreement,
"Competitive  Business" means any business or enterprise  other than a PRICELE$$
or RENT-A-WRECK  business that rents or leases  automobiles,  vans or trucks, or
any other vehicles.

10. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.

         The  parties  agree that this  Agreement  does not  create a  fiduciary
relationship  between  them,  that the  parties  are and  shall  be  independent
contractors  and that nothing in this Agreement is intended to make either party
a general or special agent, legal  representative,  subsidiary,  joint venturer,
partner,  employee or servant of the other for any purpose. COMPANY shall not be
obligated  for any  damages to any person or  property  directly  or  indirectly
arising out of the operation of the  BUSINESS,  whether  caused by  FRANCHISEE's
negligent or willful  action or failure to act.  COMPANY shall have no liability
for any sales,  use, excise,  gross receipts,  income,  property or other taxes,
whether levied upon FRANCHISEE,  the BUSINESS or its assets, or upon COMPANY, in
connection with the business conducted by FRANCHISEE, or any fees, contributions
or other payments made by FRANCHISEE to COMPANY.

         FRANCHISEE shall indemnify,  defend and hold COMPANY, its subsidiaries,
affiliates, stockholders, directors, officers, employees, agents, successors and
assignees   harmless   against  any  liability   for  any  claims,   actual  and
consequential  damages,  taxes,  attorneys' fees and costs incurred in defending
any  claim  against  any of them,  directly  or  indirectly  arising  out of the
operation of the BUSINESS.  The  indemnities  and assumptions of liabilities and
obligations  herein shall  continue in full force and effect  subsequent  to and
notwithstanding the expiration or termination of this Agreement.

                                       11
<PAGE>
11. RECORDS AND REPORTS.

         A. RECORDS.

         During the term of the Franchise, FRANCHISEE agrees, at his expense, to
use the rental  agreement  numbering  system  assigned to him by COMPANY and the
then current  standard  rental  agreement  specified by COMPANY in the Operating
Manual, and to maintain at FRANCHISEE's  principal office and preserve for three
(3) years  from the date of their  preparation  any and all  rental  agreements,
records of Rental  Vehicles  and such other  documents,  supporting  records and
forms designated by COMPANY.  COMPANY may require that specified  information be
compiled by  FRANCHISEE in a  computerized  database.  FRANCHISEE  shall provide
COMPANY  on or before the tenth  (10th)  day of each  month with  copies of each
rental agreement  entered into during the preceding  calendar month.  FRANCHISEE
shall pay COMPANY a one hundred dollar  ($100.00) fee for each rental  agreement
which is missing  or which  FRANCHISEE  fails to provide to COMPANY as  required
herein.

         B. REPORTS.

         FRANCHISEE shall furnish COMPANY on the tenth (10th) day of each month,
in the form  prescribed  by  COMPANY  from  time to time,  a report  signed  and
verified by  FRANCHISEE  (or, if a  corporation  or  partnership,  an officer or
managing partner of FRANCHISEE), if such statements are prepared by FRANCHISEE's
internal  staff,  or by a Certified  Public  Accountant,  if such statements are
prepared by a Certified  Public  Accountant,  accurately  reflecting each Rental
Vehicle in the Fleet,  the number of the rental  agreements  used,  total  Gross
Revenues for the  preceding  month,  weekly  and/or  monthly  summaries of daily
activity  reports and such other data,  information  and  supporting  records as
COMPANY  from time to time  requires.  FRANCHISEE  shall  also  furnish  COMPANY
semi-annual   reports,  in  such  form  as  specified  by  COMPANY,   containing
information  including but not limited to that supplied in FRANCHISEE's  monthly
reports  during the preceding six (6) months,  and such other data,  information
and records as COMPANY may from time to time  require.  COMPANY may require that
FRANCHISEE  submit  reports  via e-mail or other  computerized  form and/or that
COMPANY have access to  FRANCHISEE's  computer  system to obtain such reportable
information.

         C. STANDARD CHART OF ACCOUNTS.

         FRANCHISEE  shall establish a bookkeeping  and accounting  system which
utilizes, without violation,  COMPANY's then current standard chart of accounts.
All bookkeeping and accounting records  maintained by FRANCHISEE,  all financial
statements prepared by or for FRANCHISEE and all reports submitted by FRANCHISEE
to COMPANY shall conform to COMPANY's then current standard chart of accounts as
described in the Operating Manual.  All such bookkeeping and accounting  records
and all  financial  statements,  for such  periods  as may from  time to time be
prescribed in the Operating Manual, shall be maintained available for inspection
by COMPANY during normal business hours.

                                       12
<PAGE>
12. COMPANY'S RIGHT TO INSPECT AND AUDIT THE BUSINESS.

         To  determine  whether  FRANCHISEE  is complying  with this  Agreement,
COMPANY  shall have the right at any time  during  business  hours,  and without
prior notice to FRANCHISEE,  to inspect the BUSINESS, the Rental Vehicles in the
Fleet,  all  records  of  Rental  Vehicles  and all  customer  rental  and lease
agreements. FRANCHISEE also agrees to allow COMPANY access to the federal, state
and local income tax returns of  FRANCHISEE  and  FRANCHISEE  hereby  waives any
privilege   pertaining   thereto.   FRANCHISEE   shall  fully   cooperate   with
representatives  of COMPANY  making any such  inspection  and/or audit and shall
permit  representatives of COMPANY to take photographs,  movies or videotapes of
the BUSINESS and to interview the employees of the BUSINESS.  COMPANY shall bear
the  cost  of all  such  inspections  and  audits,  provided  that  if any  such
inspection  or audit  discloses  that  FRANCHISEE  has failed to comply with any
provision  of this  Agreement  or the  Operating  Manual in a manner  that would
permit  COMPANY  to  terminate  this  Agreement  pursuant  to Section 15 of this
Agreement,  in addition to all other  remedies and rights  available to COMPANY,
the cost of such inspection and/or audit,  including normal daily  compensation,
traveling  expenses,  room  and  board  (not  to  exceed  five  hundred  dollars
($500.00)), shall be borne by FRANCHISEE. COMPANY's rights under this Section 12
shall apply only to the operation of the BUSINESS.

13. ASSIGNMENT.

         A. BY COMPANY.

         This  Agreement  and the  Franchise is fully  assignable by COMPANY and
shall inure to the benefit of any assignee(s) or other legal successor(s) to the
interest of COMPANY herein.

         B. FRANCHISEE MAY ASSIGN WITH THE APPROVAL OF COMPANY.

         FRANCHISEE  understands  and  acknowledges  that the right  and  duties
created by this  Agreement  are personal to  FRANCHISEE or to its owner and that
COMPANY has granted the Franchise in reliance upon the  individual or collective
character, skill, aptitude, attitude, business ability and financial capacity of
FRANCHISEE or its owner. Therefore, the Franchise, the BUSINESS (or any interest
therein) or any part or all of the  ownership  of  FRANCHISEE  may be  assigned,
sold,  subdivided or otherwise  transferred by FRANCHISEE or its owner only upon
the prior  written  approval of  COMPANY,  and any such  assignment  or transfer
without such approval  shall  constitute a breach hereof and convey no rights to
or interests in the Franchise or the BUSINESS.

         C. CONDITIONS FOR APPROVAL OF ASSIGNMENT.

         If  FRANCHISEE  and  its  owners  are  in  full  compliance  with  this
Agreement,   COMPANY  shall  not  unreasonably   withhold  its  approval  of  an
assignment,  provided  that the  proposed  assignee(s)  are,  in the  opinion of
COMPANY,  individuals  of good  moral  character  who have  sufficient  business
experience, aptitude and financial resources to own and operate the BUSINESS and
otherwise meet COMPANY's then applicable standards for franchisees,  and further
provided that the following  conditions are met prior to, or concurrently  with,
the effective date of the assignment:

                                       13
<PAGE>
            1.  all   obligations  of  FRANCHISEE  and  its  owner  incurred  in
      connection with this Agreement have been assumed by the assignee;

            2. FRANCHISEE shall have paid such continuing  franchise and service
      fees,  advertising  contributions and any other amounts owed to COMPANY or
      its affiliates, or to any other person or entity to which non-payment will
      affect the  ongoing  operations  of the  BUSINESS,  which are then due and
      unpaid;

            3. the assignee agrees to complete the training  program required of
      new franchisees;

            4. the assignee  and its owner shall have  executed and agreed to be
      bound by  COMPANY's  then current  form of  franchise  agreement  and such
      ancillary  agreements as are then customarily used by COMPANY in the grant
      of franchises for PRICELE$$ businesses of COMPANY;

            5. FRANCHISEE or the assignee shall have paid a reasonable  transfer
      fee to COMPANY in an amount equal to the  transfer fee then being  charged
      by COMPANY;

            6. COMPANY shall have approved the material  terms and conditions of
      such assignment; and

            7. FRANCHISEE and its owner shall have executed a release of COMPANY
      of  all   possible   liability   to   FRANCHISEE   and  its  owner  and  a
      non-competition  covenant in favor of COMPANY and the  assignee,  agreeing
      that  for a period  of not less  than  two (2)  years,  commencing  on the
      effective  date of the  assignment,  they will not have any interest as an
      owner,  investor,  partner,  director,   officer,  employee,   consultant,
      representative  or agent,  or in any other  capacity,  in any  Competitive
      Business (as defined in Section 9) located within the Primary Service Area
      or within five miles of the border of the Primary Service Area.

         D. DEATH OR DISABILITY OF FRANCHISEE.

         Upon the death or permanent  disability  of  FRANCHISEE  or a principal
owner of FRANCHISEE, the executor, administrator,  conservator or other personal
representative  of such  person  shall,  within six (6) months  from the date of
death or  disability,  assign his interest in the  Franchise and the BUSINESS or
FRANCHISEE, to a third party approved by COMPANY subject
to the conditions of Section 13C of this Agreement.

         E. COMPANY'S RIGHT OF FIRST REFUSAL.

         If  FRANCHISEE or its owner(s)  shall at any time  determine to sell an
interest in the BUSINESS or an ownership  interest in FRANCHISEE,  FRANCHISEE or
its owner(s) shall obtain a bona fide,  executed  written offer and a reasonable
earnest money deposit from a responsible and fully disclosed purchaser and shall
submit an exact copy of such  offer to  COMPANY.  COMPANY  shall have the right,
exercisable  by written  notice  delivered to FRANCHISEE or its owner(s)  within
thirty  (30) days from the date of  delivery  of an exact  copy of such offer to
COMPANY, to purchase such interest in the BUSINESS or such ownership interest in

                                       14
<PAGE>
FRANCHISEE  for the  price and on the terms  and  conditions  contained  in such
offer,  provided  that  COMPANY  may  substitute  cash for any  form of  payment
proposed  in such offer and shall have not less than thirty (30) days to prepare
for closing. If the proposed assignment or franchise transfer includes assets of
FRANCHISEE not strictly  related to the BUSINESS,  COMPANY shall not be required
to purchase such other  assets.  If COMPANY does not exercise its right of first
refusal,  FRANCHISEE  or its owner(s)  may  complete the sale to such  purchaser
pursuant to and on the terms of such offer, subject to COMPANY's approval of the
purchaser as provided in Sections 13B and 13C, provided that if the sale to such
purchaser is not completed  within ninety (90) days after delivery of such offer
to COMPANY,  or if there is a material change in the terms of the sale,  COMPANY
shall again have the right of first refusal herein provided.

         F. DELEGATION BY COMPANY.

         FRANCHISEE agrees that COMPANY shall have the right, from time to time,
to delegate the  performance of any portion or all of its obligations and duties
under this  Agreement  to  designees,  whether the same are agents of COMPANY or
independent  contractors  with which  COMPANY  has  contracted  to provide  such
services.

14. TERMINATION OF THE FRANCHISE BY COMPANY.

         If FRANCHISEE (or  FRANCHISEE's  owners):  (a) fails to secure premises
for the  BUSINESS  as  provided  in Section 2A of this  Agreement;  (b) fails to
develop the BUSINESS and have the BUSINESS open and operating within ninety (90)
days of the date of this Agreement as provided in Section 2B of this  Agreement;
(c)  fails  to  meet  the  Fleet  requirements  provided  in  Section  3 of this
Agreement;  or (d) fails to  satisfactorily  complete  the  training  program as
provided  in  Section  5A of this  Agreement,  COMPANY  shall  have the right to
terminate this Agreement,  effective  fifteen (15) days after delivery of notice
of termination to FRANCHISEE.

         COMPANY  shall  have the  further  right to  terminate  this  Agreement
effective upon delivery of notice of termination to FRANCHISEE if FRANCHISEE (or
FRANCHISEE's owners):

            (1) makes an assignment for the benefit of creditors;

            (2)  makes  a  written  admission  of  inability  to  pay  debts  or
      obligations as they become due;

            (3) files a voluntary petition in bankruptcy;

            (4) is adjudicated as bankrupt or insolvent;

            (5)  files a  petition  or other  pleading  seeking  reorganization,
      dissolution or any similar relief under any statute,  law or regulation or
      admits or fails to  immediately  contest  the  material  allegations  of a
      petition or other pleading filed in any such proceeding;

                                       15
<PAGE>
            (6) seeks,  consents  to or  acquiesces  in the  appointment  of any
      trustee,  receiver or  liquidator  of the BUSINESS or all or a substantial
      part of any of its  assets,  or fails to  vacate  the  appointment  of any
      trustee,  receiver or liquidator  for any such purpose  within thirty (30)
      days of such appointment;

            (7) has made  any  material  misrepresentation  or  omission  in its
      application  for a franchise  or is convicted of or pleads no contest to a
      felony  or any  crime or other  offense  likely to  adversely  affect  the
      goodwill or reputation of the BUSINESS or the Marks;

            (8) abandons or fails to actively  operate the BUSINESS for a period
      of more than seven (7) consecutive  days without the prior written consent
      of COMPANY;

            (9)  attempts  to  transfer,  or  transfers  control  of  all or any
      interest in the  BUSINESS or Franchise  or  FRANCHISEE,  without the prior
      written permission of COMPANY;

            (10) submits on three or more separate  occasions during the term of
      this Agreement  reports which  understate the number of Rental Vehicles in
      the Fleet or Gross  Revenues  generated  by the  BUSINESS by more than ten
      percent (10%);

            (11) fails on two (2) or more separate  occasions within any six (6)
      consecutive  month  period to  submit  when due,  reports  or other  data,
      information or records,  and/or to pay when due the  continuing  franchise
      and service  fees,  advertising  contributions  or other  payments  due to
      COMPANY, and/or otherwise fails to comply with this Agreement,  whether or
      not such failures to comply are corrected after notice to them;

            (12) fails to maintain the insurance coverage required by Section 6E
      of this  Agreement  or  experiences  an  excessive  loss  ratio  which  is
      disproportionate  to  industry  standards  applied on a regional  basis in
      connection with any liability insurance program endorsed by COMPANY; or

            (13)   entered  into  a   RENT-A-WRECK   Franchise   Agreement   for
      substantially  the same  primary  service  area as the  PRICELE$$  Primary
      Service Area and such  RENT-A-WRECK  Franchise  Agreement is terminated or
      expires without renewal.

         COMPANY  shall  have the  further  right to  terminate  this  Agreement
without  further  notice,  such  termination   effective  immediately  upon  the
expiration of any correction or cure period,  if  FRANCHISEE,  its owners or the
BUSINESS  fails to comply  with any other  provision  of this  Agreement  or any
mandatory  specification,  standard or operating procedure prescribed by COMPANY
and do not correct such failure  within thirty (30) days after written notice of
such failure to comply is delivered to them if a non-monetary matter is involved
and fifteen  (15) days after  written  notice if a monetary  matter is involved,
however, see (11) above which applies as specified therein.

                                       16
<PAGE>
15. RIGHTS OF COMPANY AND OBLIGATIONS OF FRANCHISEE UPON TERMINATION OR
    EXPIRATION OF THE FRANCHISE.

         A. PAYMENT OF AMOUNTS OWED TO COMPANY.

         Within  fifteen (15) days after the effective  date of  termination  or
expiration  of the  Franchise,  FRANCHISEE  agrees to pay to COMPANY  any unpaid
continuing franchise fees,  advertising  contributions,  interest due COMPANY on
any of the foregoing  and all other  amounts owed to COMPANY or its  affiliates,
whether such  obligations were incurred under this Agreement or otherwise in the
conduct  of the  BUSINESS,  and pay other  franchisees  of  COMPANY or any other
person or  entity  any  monies  owed to them  incurred  in  connection  with the
operation of the BUSINESS (i.e., phone bills, rent).

         B. DE-IDENTIFICATION.

         FRANCHISEE  agrees  that after the  termination  or  expiration  of the
Franchise he will immediately:

            1.  return to COMPANY all copies of the  Operating  Manual and other
      items or materials  which have been loaned or furnished  without charge by
      COMPANY;

            2. take such action as may be required to cancel all  fictitious  or
      assumed name or equivalent registrations relating to his use of any Mark;

            3.  remove  from the  Premises  or take down all signs,  sign-faces,
      advertising materials,  forms, invoices and other materials containing any
      Mark or otherwise identifying or relating to the BUSINESS,  unless COMPANY
      exercises its option to purchase under Section 15C;

            4. notify the  telephone  company  and all  listing  agencies of the
      termination  or  expiration  of  FRANCHISEE's  right to use any  telephone
      number and any regular,  classified or other telephone  directory listings
      associated  with any Mark and to  authorize  transfer of same to or at the
      direction of COMPANY.  FRANCHISEE acknowledges that as between COMPANY and
      FRANCHISEE,  COMPANY has the sole rights to and interest in all  telephone
      numbers and directory  listings  associated  with any Mark and  FRANCHISEE
      authorizes  COMPANY and any officer of COMPANY as his attorney in fact, to
      direct the telephone  company and all listing agencies to transfer same to
      COMPANY  under  the  Telephone  Numbers  and  Listings  Assignment  signed
      concurrently with the Franchise Agreement. At COMPANY's direction,  should
      FRANCHISEE fail to do so, the telephone  company and all listing  agencies
      may accept such  direction or this  Agreement as  conclusive  proof of the
      exclusive  rights of  COMPANY  in such  telephone  numbers  and  directory
      listing and its  authority to direct their  transfer,  and take such other
      actions or execute  such other  documents,  including  but not  limited to
      execution of COMPANY's telephone number transfer form, as may be necessary
      or as COMPANY requests;

                                       17
<PAGE>
            5. not directly or indirectly at any time or in any manner  identify
      himself or any business as a current or former PRICELE$$ business, or as a
      franchisee, licensee or dealer of or as otherwise associated with COMPANY,
      or use any Mark,  any  colorable  imitation  thereof or other indicia of a
      PRICELE$$  business in any manner or for any  purpose,  or utilize for any
      purpose any trade name, trade or service mark or other  commercial  symbol
      that suggests or indicates a connection or association with COMPANY or use
      any of COMPANY's trade secrets, forms, slogans, signs, symbols, devices or
      materials that indicate an association with COMPANY or that is or was used
      by COMPANY and/or other PRICELE$$ businesses;

            6. take any actions necessary to effectuate the transfer to whomever
      COMPANY  directs or to attempt to cancel or  terminate,  all at  COMPANY's
      sole election, any and all of the licenses,  agreements and permits, which
      were used in conjunction with the BUSINESS; and

            7. furnish to COMPANY  within  thirty (30) days after the  effective
      date of  termination  or expiration  evidence  satisfactory  to COMPANY of
      FRANCHISEE's compliance with the foregoing obligations.

         C. COVENANT NOT TO COMPETE.

         FRANCHISEE  agrees that upon  termination of the Franchise prior to its
expiration,  for a period of two (2) years,  commencing on the effective date of
termination,  or the date on which  FRANCHISEE  ceases to conduct  the  business
conducted  pursuant  to this  Agreement,  whichever  is later,  FRANCHISEE,  its
general manager and  FRANCHISEE's  immediate  family members and owners will not
have any interest as an owner, partner, director, officer, employee, consultant,
representative or agent, or in any other capacity,  in any Competitive  Business
(as defined in Section 9) located within the Primary Service Area or within five
miles of the border of the Primary Service Area.

         D. CONTINUING OBLIGATIONS.

         All  obligations of COMPANY and FRANCHISEE  which expressly or by their
nature survive the expiration or termination of this Agreement shall continue in
full  force and effect  subsequent  to and  notwithstanding  its  expiration  or
termination and until they are satisfied in full or by their nature expire.

                                       18
<PAGE>
16. ENFORCEMENT.

         A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS.

         Each section,  paragraph, term and provision of this Agreement shall be
considered  severable  and if any such  portion of this  Agreement is held to be
invalid,  contrary to, or in conflict with any applicable  present or future law
or  regulation,  it shall not have any effect  upon such other  portions of this
Agreement as may remain  otherwise  intelligible.  If any applicable and binding
law or  rule  of  any  jurisdiction  requires  a  greater  prior  notice  of the
termination  of this  Agreement or refusal to grant a Renewal  Franchise than is
required hereunder, or the taking of some other action not required hereunder or
any  provision  of this  Agreement or any  specification,  standard or operating
procedure  prescribed by COMPANY is invalid or  unenforceable,  the prior notice
and/or other action  required by such law or rule shall be  substituted  for the
comparable  provisions  hereof,  and COMPANY shall have the right to modify such
invalid  or  unenforceable  provision,  specification,   standard  or  operating
procedure to the extent required to be valid and enforceable.  FRANCHISEE agrees
to be bound by any such modification to this Agreement.

         B. WAIVER OF OBLIGATIONS.

         COMPANY and FRANCHISEE may by written instrument  unilaterally waive or
reduce any  obligation of or  restriction  upon the other under this  Agreement,
effective  upon  delivery  of written  notice  thereof  to the  other,  but this
Agreement may not be otherwise  modified except by written  agreement  signed by
both  parties.  COMPANY  and  FRANCHISEE  shall not be deemed to have  waived or
impaired any right,  power or option reserved by this Agreement by virtue of any
custom or  practice  of the  parties  at  variance  with the terms  hereof;  any
failure, refusal or neglect of COMPANY or FRANCHISEE to exercise any right under
this  Agreement  or to  insist  upon  exact  compliance  by the  other  with its
obligations hereunder;  any waiver,  forbearance,  delay, failure or omission by
COMPANY  to  exercise  any  right,  power or option  with  respect  to any other
PRICELE$$  business(es);  or the  acceptance by COMPANY of any payments due from
FRANCHISEE after any breach of this Agreement.

         C. FRANCHISEE MAY NOT WITHHOLD PAYMENTS.

         FRANCHISEE  agrees  that  he  will  not,  on  grounds  of  the  alleged
nonperformance by COMPANY of any of its obligations hereunder,  withhold payment
of any continuing franchise and service fees,  advertising  contributions or any
other amounts due COMPANY or its affiliates.

         D. COSTS AND ATTORNEYS' FEES.

         If a claim for amounts owed by FRANCHISEE to COMPANY or its  affiliates
is asserted in any legal proceeding before a court or arbitrator,  or if COMPANY
or FRANCHISEE is required to enforce this Agreement in a judicial or arbitration
proceeding,  the  party  prevailing  in such  proceeding  shall be  entitled  to
reimbursement of its costs and expenses, including but not limited to attorneys'
and accountants' fees.

         E. GOVERNING LAW/CONSENT TO JURISDICTION.

         EXCEPT TO THE EXTENT  GOVERNED BY THE UNITED  STATES  TRADEMARK  ACT OF
1946 (LANHAM  ACT, 15 U.S.C.  SECTIONS  1051 ET SEQ.),  THIS  AGREEMENT  AND THE
FRANCHISE  SHALL BE  GOVERNED BY THE LAWS OF THE STATE OF  MARYLAND.  FRANCHISEE

                                       19
<PAGE>
AGREES THAT COMPANY MAY INSTITUTE ANY ACTION AGAINST  FRANCHISEE IN ANY STATE OR
FEDERAL COURT OF GENERAL  JURISDICTION  IN THE STATE OF MARYLAND AND  FRANCHISEE
IRREVOCABLY  SUBMITS TO THE  JURISDICTION OF SUCH COURT AND WAIVES ANY OBJECTION
HE MAY HAVE TO THE JURISDICTION OR VENUE OF SUCH COURT.

         F. ARBITRATION.

         Except for  controversies,  disputes  or claims  related to or based on
FRANCHISEE'S  use of the Marks after this Agreement  expires of terminates,  all
controversies,   disputes  or  claims  between  COMPANY  and  its  shareholders,
officers,   directors,   agents  and  employees  and  FRANCHISEE   (its  owners,
guarantors,  affiliates and employees,  if applicable) arising out of or related
to:

            1. this  Agreement or any other  agreement  between  FRANCHISEE  and
      COMPANY or any provision of any of these agreements;

            2. COMPANY's relationship with FRANCHISEE;

            3. the  validity of this  Agreement or any other  agreement  between
      COMPANY and FRANCHISEE or any provision of any of these agreements; or

            4. any System  Standards  relating to  establishing or operating the
      BUSINESS;

must be submitted for arbitration,  on demand of either party, to the Baltimore,
Maryland  office  of  the  American  Arbitration  Association.  The  arbitration
proceedings will be conducted at that American  Arbitration  Association  office
and,  except  as this  Agreement  otherwise  provides,  heard by one  arbitrator
according  to the then  current  commercial  arbitration  rules of the  American
Arbitration Association. All matters relating to arbitration will be governed by
the  Federal  Arbitration  Act (9  U.S.C.ss.ss.  1 et seq.) and not by any state
arbitration law.

         The  arbitrator  has the right to award or  include in his or her award
any relief which he or she deems proper in the circumstances, including, without
limitation,  money damages (with  interest on unpaid amounts from the date due),
specific performance,  injunctive relief and attorneys' fees and costs, provided
that the  arbitrator  may not declare any Mark generic or otherwise  invalid or,
except as Subsection G below  otherwise  provides,  award  exemplary or punitive
damages. The arbitrator's award and decision are conclusive and binding upon all
parties,  and  judgment  upon the award may be entered in any court of competent
jurisdiction.

         COMPANY  and  FRANCHISEE  agree to be bound  by the  provisions  of any
limitation  on the  period  of time  in  which  claims  must  be  brought  under
applicable  law or  this  Agreement,  whichever  expires  earlier.  COMPANY  and
FRANCHISEE further agree that, in any arbitration  proceeding,  each must submit
or file any claim which would  constitute a compulsory  counterclaim (as defined
by Rule 13 of the Federal Rules of Civil  Procedure)  within the same proceeding
as the claim to which it relates.  Any claim which is not  submitted or filed as
required is forever barred.

                                       20
<PAGE>
         COMPANY and FRANCHISEE  agree that  arbitration will be conducted on an
individual, not a class-wide,  basis, and that an arbitration proceeding between
COMPANY and its  shareholders,  officers,  directors,  agents and  employees and
FRANCHISEE (and/or FRANCHISEE's owners, guarantors, affiliates and employees, if
applicable)  may not be  consolidated  with  any  other  arbitration  proceeding
between COMPANY and any other person,  corporation,  limited liability entity or
partnership.

         Despite COMPANY's  agreement to arbitrate,  COMPANY and FRANCHISEE each
have  the  right in a  proper  case to seek  temporary  restraining  orders  and
temporary  or   preliminary   injunctive   relief  from  a  court  of  competent
jurisdiction;    provided,   however,   that   COMPANY   and   FRANCHISEE   must
contemporaneously  submit  COMPANY's  dispute for  arbitration  on the merits as
provided in this Subsection.

         The  provisions  of this  Subsection  are  intended to benefit and bind
certain third party  non-signatories  and will continue in full force and effect
subsequent to and notwithstanding this Agreement's expiration or termination.

         G. WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL.

         EXCEPT  FOR  CLAIMS  COMPANY  MAY  BRING  AGAINST  FRANCHISEE  FOR  HIS
UNAUTHORIZED  USE  OF  THE  MARKS  OR  UNAUTHORIZED  USE  OR  DISCLOSURE  OF ANY
CONFIDENTIAL  INFORMATION,  COMPANY AND FRANCHISEE AND THEIR  RESPECTIVE  OWNERS
WAIVE TO THE  FULLEST  EXTENT  THE LAW  PERMITS  ANY  RIGHT TO OR CLAIM  FOR ANY
PUNITIVE OR EXEMPLARY  DAMAGES AGAINST THE OTHER AND AGREE THAT, IN THE EVENT OF
A DISPUTE  BETWEEN  COMPANY  AND  FRANCHISEE,  THE PARTY  MAKING A CLAIM WILL BE
LIMITED TO  EQUITABLE  RELIEF AND  RECOVERY OF ANY ACTUAL  DAMAGES IT  SUSTAINS.
HOWEVER,  IF  FRANCHISEE  IS  REQUIRED  TO  INDEMNIFY  COMPANY  FOR ANY CLAIM OR
LIABILITY  UNDER SECTION 10,  FRANCHISEE  SHALL  INDEMNIFY  COMPANY FOR THE FULL
AMOUNT OF ANY SUCH CLAIM OR LIABILITY, INCLUDING ANY PUNITIVE DAMAGES.

         COMPANY AND FRANCHISEE  IRREVOCABLY  WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR  COUNTERCLAIM,  WHETHER AT LAW OR IN EQUITY,  BROUGHT BY EITHER OF
THEM.

         H. BINDING EFFECT.

         This  Agreement  is  binding  upon  COMPANY  and  FRANCHISEE  and their
respective  executors,   administrators,   heirs,  beneficiaries,   assigns  and
successors  in interest  and may not be modified  except by a written  agreement
signed by both COMPANY and FRANCHISEE.

         I. LIMITATIONS OF CLAIMS.

         Except for claims arising from FRANCHISEE's non-payment or underpayment
of amounts  FRANCHISEE  owes COMPANY under this Agreement or otherwise,  any and
all  claims   arising  out  of  or  relating  to  this  Agreement  or  COMPANY's

                                       21
<PAGE>
relationship  with  FRANCHISEE  will be barred unless a judicial or  arbitration
proceeding  is  commenced  within  twelve (12) months from the date on which the
party  asserting the claim knew or should have known of the facts giving rise to
the claims.

         J. CONSTRUCTION.

         The  preambles  and  exhibit(s)  are a part  of this  Agreement,  which
constitutes the entire agreement of the parties,  and there are no other oral or
written  understandings or agreements between COMPANY and FRANCHISEE relating to
the subject matter of this  Agreement.  The term  "FRANCHISEE" as used herein is
applicable  to one or more  persons,  a  corporation  or a  partnership  and the
singular  usage  includes the plural and the masculine and neuter usages include
the other and the  feminine.  If two or more persons are at any time  FRANCHISEE
hereunder,  their  obligations  and  liabilities  to COMPANY  shall be joint and
several.  References to "FRANCHISEE"  and "assignee"  which are applicable to an
individual or individuals shall mean the principal owner or owners of the equity
or operating control of FRANCHISEE or the assignee and the general manager(s) of
the FRANCHISEE or the assignee, if FRANCHISEE is a corporation or partnership.

17. NOTICES AND PAYMENTS.

         All written  notices and reports  permitted or required to be delivered
by this  Agreement or the  operating  manual shall be deemed so delivered at the
time delivered by hand, one (1) business day after sending by overnight delivery
service or  electronic  system or two (2) business days after placed in the mail
by Registered or Certified Mail, Return Receipt  Requested,  postage prepaid and
addressed to the party to be notified at its current principal business address.
All payments and reports required by this Agreement shall be directed to COMPANY
at the address notified to FRANCHISEE from time to time. Any required payment or
report not actually  received by COMPANY  during  regular  business hours on the
date due and not  postmarked by postal  authorities  at least two (2) days prior
thereto, shall be deemed delinquent.

                                       22
<PAGE>
         IN  WITNESS  WHEREOF  the  parties  hereto  have  executed,  sealed and
delivered this  Agreement in multiple  originals on the day and year first above
written.

COMPANY:                                   FRANCHISEE:

BUNDY AMERICAN CORPORATION, a                                 IF AN INDIVIDUAL:
Maryland corporation
                                           ______________________, an individual


By:____________________________
Title:_________________________            By:____________________________
Date: _________________________            Date:__________________________

                                           IF A CORPORATION:

                                           _______________________________,

                                           a _______________________ corporation

                                           By:____________________________
                                           Title:_________________________
                                           Date: _________________________

                                           By:____________________________
                                           Title:_________________________
                                           Date: _________________________


                                           IF A PARTNERSHIP:

                                           _______________________________,

                                           a _______________________ partnership

                                           By:____________________________
                                           Title:_________________________
                                           Date: _________________________

                                           By:____________________________
                                           Title:_________________________
                                           Date: _________________________


                                       22
<PAGE>
                                EXHIBIT A TO THE
                          PRICELE$$ FRANCHISE AGREEMENT
                    BY AND BETWEEN BUNDY AMERICAN CORPORATION
                      AND ________________________________
                          DATED:_____________, _____

                                 AGREEMENT TERMS

1.  PREMISES.  The  Premises  referred to in Section I B of the above  captioned
agreement  shall be located at and only at the  following  address or such other
address(es) as are approved in writing by COMPANY:

________________________________________________________________________________

________________________________________________________________________________

2. Primary  Service Area. The Primary  Service Area referred to in Section 1B of
the above captioned agreement shall be all of the area located within:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

3. Fleet. The minimum number of Rental Vehicles in the Fleet referred to Section
3C of the above-captioned agreement throughout the following period shall be:

         TIME PERIOD                              NUMBER OF RENTAL VEHICLES

         On or before the last month
         of the first Agreement Year         ___________________________(______)


         On or before the last month
         of the second Agreement Year        ___________________________(______)


         On or before the last month
         of the third Agreement Year         ___________________________(______)



At no time after the end of the third  Agreement  Year shall  there be less than
_________________(_______) Rental Vehicles in the Fleet.

                                       A-1
<PAGE>
4. INITIAL FRANCHISE FEE: The initial franchise fee referred to in Section 4A of
the  above-  captioned  agreement  shall  be   _________________________________
Dollars ($_______________ ).

5.  MINIMUM  FEE.  The  Minimum  Fee  referred  to  in  Section   4B(2)  of  the
above-captioned agreement shall be as follows:

AGREEMENT YEAR                                                MINIMUM FEE
--------------                                                -----------

First (1st)                                    _________________________________

Second (2nd)                                   _________________________________

Third (3rd)                                    _________________________________

After the end of the third (3rd) Agreement Year, the annual Minimum Fee shall be
_________________________________ Dollars ($_________).

6. GENERAL MANAGER(S).  The initial general manager(s) referred to in Section 6D
of the above-captioned agreement shall be:

      NAME                      ADDRESS                            TITLE
      ----                      -------                            -----



                                       A-2
<PAGE>
COMPANY:                                   FRANCHISEE:

BUNDY AMERICAN CORPORATION, a                                 IF AN INDIVIDUAL:
Maryland corporation
                                           ______________________, an individual


By:____________________________
Title:_________________________            By:____________________________
Date: _________________________            Date:__________________________

                                           IF A CORPORATION:

                                           _______________________________,

                                           a _______________________ corporation

                                           By:____________________________
                                           Title:_________________________
                                           Date: _________________________

                                           By:____________________________
                                           Title:_________________________
                                           Date: _________________________


                                           IF A PARTNERSHIP:

                                           _______________________________,

                                           a _______________________ partnership

                                           By:____________________________
                                           Title:_________________________
                                           Date: _________________________

                                           By:____________________________
                                           Title:_________________________
                                           Date: _________________________

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                                EXHIBIT B TO THE
                          PRICELE$$ FRANCHISE AGREEMENT
                    BY AND BETWEEN BUNDY AMERICAN CORPORATION
                       AND _______________________________
                           DATED _______________________

                                  ASSIGNMENT OF
                         TELEPHONE NUMBERS AND LISTINGS

         In  accordance  with the  terms of the  PRICELE$$  Franchise  Agreement
between  _________________________________________________   ("FRANCHISEE")  and
Bundy  American  Corporation,  a  Maryland  corporation  ("COMPANY"),   executed
concurrently  with this Assignment,  under which COMPANY granted  FRANCHISEE the
right   to   own   and    operate    a    PRICELE$$    business    located    at
______________________________________(the  "BUSINESS"),  FRANCHISEE,  for value
received,  hereby  assigns to  COMPANY,  all of  FRANCHISEE's  right,  title and
interest in and to those certain  telephone  numbers and regular,  classified or
other telephone  directory  listings  (collectively,  the "Telephone Numbers and
Listings")  associated with COMPANY's trade and service marks and used from time
to time in connection with the operation of the BUSINESS. This assignment is for
collateral purposes only and, except as specified herein,  COMPANY shall have no
liability or  obligation  of any kind  whatsoever  arising from or in connection
with this Assignment  unless COMPANY shall notify the telephone  company and all
listing agencies  (collectively,  the "Telephone Company") pursuant to the terms
hereof to effectuate the assignment.

         Upon  termination  or expiration of the  Franchise  Agreement  (without
renewal or extension),  COMPANY shall have the right and is hereby  empowered to
effectuate  the assignment of the Telephone  Numbers and Listings,  and, in such
event,  FRANCHISEE  shall  have no  further  right,  title  or  interest  in the
Telephone  Numbers and Listings and shall remain liable to the Telephone Company
for all past due fees owing to the Telephone  Company on or before the effective
date of the assignment hereunder.

         FRANCHISEE   agrees  and  acknowledges  that  as  between  COMPANY  and
FRANCHISEE,  upon termination or expiration of the Franchise Agreement,  COMPANY
shall have the sole right to and interest in the Telephone Numbers and Listings,
and FRANCHISEE appoints COMPANY as FRANCHISEE's true and lawful attorney-in-fact
to direct the  Telephone  Company to assign  same to COMPANY,  and execute  such
documents  and  take  such  actions  as  may  be  necessary  to  effectuate  the
assignment.  Upon such event,  FRANCHISEE shall immediately notify the Telephone
Company to assign the Telephone  Numbers and Listings to COMPANY.  If FRANCHISEE
fails to promptly direct the Telephone  Company to assign the Telephone  Numbers
and  Listings  to  COMPANY,  COMPANY  shall  direct  the  Telephone  Company  to
effectuate the assignment  contemplated  hereunder to COMPANY. The parties agree
that the  Telephone  Company  may accept  COMPANY's  written  direction  or this
Assignment  as  conclusive  proof of  COMPANY's  exclusive  rights in and to the
Telephone Numbers and Listings upon such termination or expiration.  The parties
further agree that if the Telephone  Company  requires that the parties  execute
the Telephone  Company's  assignment forms or other documentation at the time of

                                       B-1
<PAGE>
termination or expiration,  COMPANY's  execution of such forms or  documentation
shall  effectuate  FRANCHISEE's  consent and  agreement to the  assignment.  The
parties  agree that at any time after the date  hereof,  they will  perform such
acts and execute and deliver such  documents as may be necessary to assist in or
accomplish the assignment described herein upon termination or expiration of the
Franchise Agreement.

                                                ASSIGNOR:

_______________________________                 ________________________________
Date:                                           (FRANCHISEE)



                                                ________________________________

                                                ________________________________


                                                ASSIGNEE:

                                                BUNDY AMERICAN CORPORATION


                                                By:_____________________________

                                                Its:____________________________

APPROVED AND ACCEPTED BY:


_______________________________
(Telephone Company Authorized
Representative)


_______________________________
(Name of Telephone Company)


                                       B-2
<PAGE>
                              OWNER'S GUARANTY AND
                     ASSUMPTION OF FRANCHISEE'S OBLIGATIONS

         This Guaranty must be signed by the principal  owners  ("Guarantor(s)")
of   __________________________________   ("FRANCHISEE")   under  the  foregoing
PRICELE$$ Franchise Agreement (the "Agreement").

         In  consideration  of and as an  inducement  to  the  execution  of the
Agreement by Bundy American Corporation  ("COMPANY") each Guarantor signing this
Guaranty hereby  personally and  unconditionally:  (A) guarantees to COMPANY and
COMPANY's successors and assigns that FRANCHISEE will punctually pay and perform
each and every  undertaking,  agreement and covenant set forth in the Agreement;
and (B) agrees to be personally  bound by, and personally  liable for the breach
of, each and every provision in the Agreement.

         Each  Guarantor  waives:  (1)  acceptance  and notice of  acceptance by
COMPANY of Guarantor's obligations under this Guaranty; (2) notice of demand for
payment of any indebtedness or  nonperformance  of any obligation  guaranteed by
Guarantor;  (3) protest  and notice of default to any party with  respect to the
indebtedness or nonperformance of any obligations  guaranteed by Guarantor;  (4)
any right  Guarantor  may have to  require  that an action  be  brought  against
FRANCHISEE or any other person as. a condition of Guarantor's liability; (5) all
rights to payment and claims for  reimbursement or subrogation  which any of the
undersigned  Guarantor  may have against  FRANCHISEE  arising as a result of the
execution of and performance under this Guaranty by Guarantor; and (6) all other
notices and legal or equitable  defenses to which  Guarantor  may be entitled in
Guarantor's capacity as guarantor(s).

         Each  Guarantor  consents and agrees that: (a)  Guarantor's  direct and
immediate  liability  under  this  Guaranty  shall be  joint  and  several;  (b)
Guarantor  will make any payment or render any  performance  required  under the
Agreement  upon demand if FRANCHISEE  fails or refuses  punctually to do so; (c)
Guarantor's  liability  will not be contingent  or  conditioned  upon  COMPANY's
pursuit of any remedies against  FRANCHISEE or any other person; (d) Guarantor's
liability  will  not  be  diminished,  relieved  or  otherwise  affected  by any
extension of time,  credit or other  indulgence  which  COMPANY may from time to
time grant to  FRANCHISEE or to any other person,  including,  for example,  the
acceptance of any partial payment or performance or the compromise or release of
any  claims  and no such  indulgence  shall  in any way  modify  or  amend  this
Guaranty; and (e) this Guaranty will continue and be irrevocable during the term
of the Agreement  and, if required by the  Agreement,  after its  termination or
expiration.

         Each  Guarantor  now executes and delivers this Guaranty as of the date
of execution of the Agreement.

                                                    PERCENTAGE OF
GUARANTOR(S)                                   OWNERSHIP IN FRANCHISEE
------------                                   -----------------------

_______________________________                       __________%
_______________________________                       __________%
_______________________________                       __________%

                                       G-1

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