Exhibit 10.4

Merrill Lynch

WCMA LOAN AND SECURITY AGREEMENT

WCMA LOAN AND SECURITY AGREEMENT NO. 749-07V74 "Loan Agreement") dated as of
June 19, 2001, between RENT-A-WRECK OF AMERICA, INC. D/B/A "RENT-A-WRECK" AND
"PRICELESS", a corporation organized and existing under the laws of the State of
Delaware having its principal office at 10324 South Dolfield Road, Owings Mill,
MD 21117 ("'Customer"), and MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a
corporation organized and existing under the laws of the State of Delaware
having its principal office at 222 North LaSalle Street, Chicago, IL 60601
("MLBFS").

In accordance with that certain WORKING CAPITAL MANAGEMENT ACCOUNT AGREEMENT NO.
749-07V74 ("WCMA Agreement") between Customer and MLBFS' affiliate, MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("MLPF&S"), Customer has subscribed
to the WCMA Program described in the WCMA Agreement. The WCMA Agreement is by
this reference incorporated as a part hereof. In conjunction therewith and as a
part of the WCMA Program, Customer has requested that MLBFS provide, and subject
to the terms and conditions herein set forth MLBFS has agreed to provide, a
commercial line of credit for Customer (the "WCMA Line of Credit").

Accordingly, and in consideration of the premises and of the mutual covenants of
the parties hereto, Customer and MLBFS hereby agree as follows:

                             ARTICLE I. DEFINITIONS

1.1 Specific Terms. In addition to terms defined elsewhere in this Loan
Agreement, when used herein the following terms shall have the following
meanings:

(a) "Account Debtor" shall mean any party who is or may become obligated with
respect to an Account or Chattel Paper.

(b) "Activation Date" shall mean the date upon which MLBFS shall cause the WCMA
Line of Credit to be fully activated under MLPF&S' computer system as part of
the WCMA Program.

(c) "Additional Agreements" shall mean all agreements, instruments, documents
and opinions other than this Loan Agreement, whether with or from Customer or
any other party, which are contemplated hereby or otherwise reasonably required
by MLBFS in connection herewith, or which evidence the creation, guaranty or
collateralization of any of the Obligations or the granting or perfection of
liens or security interests upon the Collateral or any other collateral for the
Obligations, including, without limitation, the Letter of Credit Supplement
executed by Customer.

(d) "Bankruptcy Event" shall mean any of the following: (i) a proceeding under
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt or
receivership law or statute shall be filed or consented to by Customer or any
Guarantor; or (ii) any such proceeding shall be filed against Customer or any
Guarantor and shall not be dismissed or withdrawn within sixty (60) days after
filing; or (iii) Customer or any Guarantor shall make a general assignment for
the benefit of creditors; or (iv) Customer or any Guarantor shall generally fail
to pay or admit in writing its inability to pay its debts as they become due; or
(v) Customer or any Guarantor shall be adjudicated a bankrupt or insolvent.

(e) "Business Day" shall mean any day other than a Saturday, Sunday, federal
holiday or other day on which the New York Stock Exchange is regularly closed.

(f) "Collateral" shall mean all Accounts, Chattel Paper, Contract Rights,
Inventory, Equipment, Fixtures, General Intangibles, Deposit Accounts,
Documents, Instruments, Investment Property and Financial Assets of Customer,
howsoever arising, whether now owned or existing or hereafter acquired or
arising and wherever located; together with all parts thereof (including spare
parts), all accessories and accessions thereto, all books and records (including
computer records) directly related thereto, all proceeds thereof (including,
without limitation, proceeds in the form of Accounts and insurance proceeds),
and the additional collateral described in Section 3.6 (b) hereof.

(g) "Commitment Expiration Date" shall mean July 19, 2001. - ok to extend thru
8-1-01.

(h) "Default" shall mean either an "Event of Default" as defined in Section 3.5
hereof, or an event which with the giving of notice, passage of time, or both,
would constitute such an Event of Default.

(i) "Default Interest Rate" shall mean a rate equal to the sum of the "Interest
Rate", as determined below, plus two percent (2%) per annum.

(j) "General Funding Conditions" shall mean each of the following conditions to
any WCMA Loan by MLBFS hereunder: (i) no Default shall have and be continuing or
would result from the making of any WCMA Loan hereunder by MLBFS; (ii) there
shall not have occurred and be continuing any material adverse change in the
business or financial condition of Customer or any Guarantor; (iii) all
representations and warranties of Customer or any Guarantor herein or in any
Additional Agreements shall then be true and correct in all material respects;
(iv) MLBFS shall have received this Loan Agreement and all of the Additional
Agreements, duly executed and filed or recorded where applicable, all of which

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shall be in form and substance reasonably satisfactory to MLBFS: (v) MLBFS shall
have received evidence reasonably satisfactory to it as to the ownership of the
Collateral and the perfection and priority of MLBFS' liens and security
interests thereon, as well as the ownership of and the perfection and priority
of MLBFS' liens and security interests on any other collateral for the
Obligations furnished pursuant to any of the Additional Agreements; (vi) MLBFS
shall have received evidence reasonably satisfactory to it of the insurance
required hereby or by any of the Additional Agreements: and (vii) any additional
conditions specified in the "'WCMA Line of Credit Approval" letter executed by
MLBFS with respect to the transactions contemplated hereby shall have been met
to the reasonable satisfaction of MLBFS.

(k) "Guarantor" shall mean a person or entity who has either guaranteed or
provided collateral for any or all of the Obligations; and "Business Guarantor"
shall mean any such Guarantor that is a corporation, partnership,
proprietorship, limited liability company or other entity regularly engaged in a
business activity.

(l) "Initial Maturity Date" shall mean the first date upon which the WCMA Line
of Credit will expire (subject to renewal in accordance with the terms hereof);
to wit May 31, 2002.

(m) "Interest Due Date" shall mean the last Business Day of each calendar month
during the term hereof (or, if Customer makes special arrangements with MLPF&S,
the last Friday of each calendar month during the term hereof).

(n) "Interest Rate" shall mean a variable per annum rate of interest equal to
the sum of 2.75% and the 30-day Dealer Commercial Paper Rate. The "30-day Dealer
Commercial Paper Rate" shall mean, as of the date of any determination, the
interest rate from time to time published in the "Money Rates" section of THE
WALL STREET JOURNAL as the "Dealer Commercial Paper" rate or 30-day high-grade
unsecured notes sold through dealers by major corporations. The Interest Rate
will change as of the date of publication in THE WALL STREET JOURNAL of a 30-day
Dealer Commercial Paper Rate that is different from that published on the
preceding Business Day. In the event that The Wall Street Journal shall, for any
reason, fail or cease to publish the 30-day Dealer Commercial Paper Rate, MLBFS
will choose a reasonably comparable index or source to use as the basis for the
Interest Rate. Upon the occurrence and during the continuance of a Default, the
Interest Rate with respect the WCMA Line of Credit may be increased to the
"Default Interest Rate", as herein provided.

(o) "Line Fee" shall mean a fee of $5,000.00 payable periodically by Customer to
MLBFS in accordance with the provisions of Section 2.2 (k) hereof.

(p) "Location of Tangible Collateral" shall mean the address of Customer set
forth at the beginning of this Loan Agreement, together with any other address
or addresses set forth on an exhibit hereto as being a Location of Tangible
Collateral.

(q) "Maturity Date" shall mean the date of expiration of the WCMA Line of
Credit.

(r) "Maximum WCMA Line of Credit" shall mean $1,000,000.00.

(s) "Obligations" shall mean all liabilities, indebtedness and other obligations
of Customer to MLBFS, howsoever created, arising or evidenced, whether now
existing or hereafter arising, whether direct or indirect, absolute or
contingent, due or to become due, primary or secondary or joint or several, and,
without limiting the foregoing, shall include interest accruing after the filing
of any petition in bankruptcy, and all present and future liabilities,
indebtedness and obligations of Customer under this Loan Agreement and the
Letter of Credit Supplement hereto.

(t) "Permitted Liens" shall mean with respect to the Collateral: (i) liens for
current taxes not delinquent, other non-consensual liens arising in the ordinary
course of business for sums not due, and, if MLBFS' rights to and interest in
the Collateral are not materially and adversely affected thereby, any such liens
for taxes or other non-consensual liens arising in the ordinary course of
business being contested in good faith by appropriate proceedings; (ii) liens in
favor of MLBFS; (iii) liens which will be discharged with the proceeds of the
initial WCMA Loan; and (iv) any other liens expressly permitted in writing by
MLBFS.

(u) "Renewal Year" shall mean and refer to the 12-month period immediately
following the Initial Maturity Date and each 12-month period thereafter.

(v) "WCMA Account" shall mean and refer to the Working Capital Management
Account of Customer with MLPF&S identified as Account No. 749-07V74 and any
successor Working Capital Management Account of Customer with MLPF&S.

(w) "WCMA Loan'" shall mean each advance made by MLBFS pursuant to this Loan
Agreement.

(x) "WCMA Loan Balance'" shall mean an amount equal to the aggregate unpaid
principal amount of all WCMA Loans.

1.2 Other Terms. Except as otherwise defined herein: (i) all terms used in this
Loan Agreement which are defined in the Uniform Commercial Code of Illinois
("UCC") shall have the meanings set forth in the UCC, and (ii) capitalized terms
used herein which are defined in the WCMA Agreement shall have the meanings set
forth in the WCMA Agreement.

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                       ARTICLE II. THE WCMA LINE OF CREDIT

2.1 WCMA PROMISSORY NOTE. FOR VALUE RECEIVED, Customer hereby promises to pay to
the order of MLBFS, at the times and in the manner set forth in this Loan
Agreement, or in such other manner and at such place as MLBFS may hereafter
designate in writing, the following: (a) on the Maturity Date or if earlier, on
the date of termination of the WCMA Line of Credit, the WCMA Loan Balance; (b)
interest at the Interest Rate (or, if applicable, at the Default Interest Rate)
on the outstanding WCMA Loan Balance, from and including the date on which the
initial WCMA Loan is made until the date of payment of all WCMA Loans in full;
and (c) on demand, all other sums payable pursuant to this Loan Agreement,
including, but not limited to, the periodic Line Fee. Except as otherwise
expressly set forth herein, Customer hereby waives presentment, demand for
payment, protest and notice of protest, notice of dishonor, notice of
acceleration, notice of intent to accelerate and all other notices and
formalities in connection with this WCMA Promissory Note and this Loan
Agreement.

2.2 WCMA LOANS

(a) Activation Date. Provided that: (i) the Commitment Expiration Date shall not
then have occurred, and (ii) Customer shall have subscribed to the WCMA Program
and its subscription to the WCMA Program shall then be in effect, the Activation
Date shall occur on or promptly after the date, following the acceptance of this
Loan Agreement by MLBFS at its office in Chicago, Illinois, upon which each of
the General Funding Conditions shall have been met or satisfied to the
reasonable satisfaction of MLBFS. No activation by MLBFS of the WCMA Line of
Credit for a nominal amount shall be deemed evidence of the satisfaction of any
of the conditions herein set forth, or a waiver of any of the terms or
conditions hereof. Customer hereby authorizes MLBFS to pay out of and charge to
Customer's WCMA Account on the Activation Date any and all amounts necessary to
fully pay off any bank or other financial institution having a lien upon any of
the Collateral other than a Permitted Lien.

(b) WCMA Loans. Subject to the terms and conditions hereof, during the period
from and after the Activation Date to the first to occur of the Maturity Date or
the date of termination of the WCMA Line of Credit pursuant to the terms hereof,
and in addition to WCMA Loans automatically made to pay accrued interest, as
hereafter provided: (i) MLBFS will make WCMA Loans to Customer in such amounts
as Customer may from time to time request in accordance with the terms hereof,
up to an aggregate outstanding amount not to exceed the difference between the
Maximum WCMA Line of Credit and the aggregate amount of any outstanding letters
of credit issued pursuant to the Letter of Credit Supplement hereto, (ii) MLBFS
will, subject to the terms of the Letter of Credit Supplement, cause the
issuance of letters of credit for the account of Customer as requested by
Customer, and (iii) Customer may repay any WCMA Loans in whole or in part at any
time, and request a re-borrowing of amounts repaid on a revolving basis.
Customer may request such WCMA Loans by use of WCMA Checks, FTS, Visa charges,
wire transfers, or such other means of access to the WCMA Line of Credit as may
be permitted by MLBFS from time to time; it being understood that: (i) so long
as the WCMA Line of Credit shall be in effect, any charge or debit to the WCMA
Account which but for the WCMA Line of Credit would under the terms of the WCMA
Agreement result in an overdraft, shall be deemed a request by Customer for a
WCMA Loan, and (ii) any request by Customer for the issuance of a letter of
credit pursuant to the Letter of Credit Supplement shall result in a
corresponding reduction in the availability of credit under the WCMA Line of
Credit until such time, if at all, said letter of credit is drawn by the
beneficiary thereof.

(c) Conditions of WCMA Loans. Notwithstanding the foregoing, MLBFS shall not be
obligated to make any WCMA Loan, and may without notice refuse to honor any such
request by Customer, if at the time of receipt by MLBFS of Customer's request:
(i) the making of such WCMA Loan would cause the Maximum WCMA Line of Credit to
be exceeded; or (ii) the Maturity Date shall have occurred or the WCMA Line of
Credit shall have otherwise been terminated in accordance with the terms hereof;
or (iii) Customer's subscription to the WCMA Program shall have been terminated;
or (iv) an event shall have occurred and be continuing which shall have caused
any of the General Funding Conditions to not then be met or satisfied to the
reasonable satisfaction of MLBFS. The making by MLBFS of any WCMA Loan at a time
when any one or more of said conditions shall not have been met shall not in any
event be construed as a waiver of said condition or conditions or of any
Default, and shall not prevent MLBFS at any time thereafter while any condition
shall not have been met from refusing to honor any request by Customer for a
WCMA Loan.

(d) Limitation of Liability. MLBFS shall not be responsible, and shall have no
liability to Customer or any other party, for any delay or failure of MLBFS to
honor any request of Customer for a WCMA Loan or any other act or omission of
MLBFS, MLPF&S or any of their affiliates due to or resulting from any system
failure, error or delay in posting or other clerical error, loss of power, fire,
Act of God or other cause beyond the reasonable control of MLBFS, MLPF&S, or any
of their affiliates unless directly arising out of the willful wrongful act or
active gross negligence of MLBFS. In no event shall MLBFS be liable to Customer
or any other party for any incidental or consequential damages arising from any
act or omission by MLBFS, MLPF&S or any of their affiliates in connection with
the WCMA Line of Credit or this Loan Agreement.

(e) Interest.(i) An amount equal to accrued interest on the WCMA Loan Balance
shall be payable by Customer monthly on each Interest Due Dale commencing with
the Interest Due Date occurring in the calendar month in which the Activation
Date shall occur. Unless otherwise hereafter directed in writing by MLBFS on or
after the first to occur of the Maturity Date or the date of termination of the
WCMA Line of Credit pursuant to the terms hereof, such, interest will be
automatically charged to the WCMA Account on the applicable Interest Due Date
and, to the extent not paid with free credit balances or the proceeds of sales
of any Money Accounts then in the WCMA Account, as hereafter provided, paid by a
WCMA Loan and added to the WCMA Loan Balance. All interest shall be computed for
the actual number of days elapsed on the basis of a year consisting of 360 days.

(ii) Upon the occurrence and during the continuance of any Default, but without
limiting the rights and remedies otherwise available to MLBFS hereunder or
waiving such Default, the interest payable by Customer hereunder shall at the
option of MLBFS accrue and be payable at the Default Interest Rate. The Default
Interest Rate, once implemented, shall continue to apply to the Obligations
under this Loan Agreement and be payable by Customer until the date such Default
is either cured or waived in writing by MLBFS.

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(iii) Notwithstanding any provision to the contrary in this Agreement or any of
the Additional Agreements, no provision of this Agreement or any of the
Additional Agreements shall require the payment or permit the collection of any
amount in excess of the maximum amount of interest permitted to be charged by
law ("Excess Interest"). If any Excess Interest is provided for, or is
adjudicated as being provided for, in this Agreement or any of the Additional
Agreements, then (A) Customer shall not be obligated to pay any Excess Interest;
and (B) any Excess Interest that MLBFS may have received hereunder or under any
of the Additional Agreements shall, at the option of MLBFS, be: (1) applied as a
credit against the then unpaid WCMA Loan Balance, (2) refunded to the payer
thereof, or (3) any combination of the foregoing.

(f) Payments. All payments required or permitted to be made pursuant to this
Loan Agreement shall be made in lawful money of the United States. Unless
otherwise directed by MLBFS, payments on account of the WCMA Loan Balance may be
made by the delivery of checks (other than WCMA Checks) or by means of FTS or
wire transfer of funds (other than funds from the WCMA Line of Credit) to MLPF&S
for credit to Customer's WCMA Account. Notwithstanding anything in the WCMA
Agreement to the contrary, Customer hereby irrevocably authorizes and directs
MLPF&S to apply available free credit balances in the WCMA Account to the
repayment of the WCMA Loan Balance prior to application for any other purpose.
Payments to MLBFS from funds in the WCMA Account shall be deemed to be made by
Customer upon the same basis and schedule as funds are made available for
investment in the Money Accounts in accordance with the terms of the WCMA
Agreement. All funds received by MLBFS from MLPF&S pursuant to the aforesaid
authorization shall be applied by MLBFS to repayment of the WCMA Loan Balance.
The acceptance by or on behalf of MLBFS of a check or other payment for lesser
amount than shall be due from Customer, regardless of any endorsement or
statement thereon or transmitted therewith, shall not be deemed an accord and
satisfaction or anything other than a payment on account, and MLBFS or anyone
acting on behalf of MLBFS may accept such check or other payment without
prejudice to the rights of MLBFS to recover the balance actually due or to
pursue any other remedy under this Loan Agreement or applicable law for such
balance. All checks accepted by or on behalf of MLBFS in connection with the
WCMA Line of Credit are subject to final collection.

(g) Irrevocable Instructions to MLPF&S. In order to minimize the WCMA Loan
Balance, Customer hereby irrevocably authorizes and directs MLPF&S, effective on
the Activation Date and continuing thereafter so long as this Agreement shall be
in effect: (i) to immediately and prior to application for any other purpose pay
to MLBFS to the extent of any WCMA Loan Balance or other amounts payable by
Customer hereunder all available free credit balances from time to time in the
WCMA Account; and (ii) if such available free credit balances are insufficient
to pay the WCMA Loan Balance and such other amounts, and there are in the WCMA
Account at any time any investments in Money Accounts (other than any
investments constituting any Minimum Money Accounts Balance under the WCMA
Directed Reserve Program), to immediately liquidate such investments and pay to
MLBFS to the extent of any WCMA Loan Balance and such other amounts the
available proceeds from the liquidation of any such Money Accounts.

(h) Statements. MLPF&S will include in each monthly statement it issues under
the WCMA Program information with respect to WCMA Loans and the WCMA Loan
Balance. Any questions that Customer may have with respect to such information
should be directed to MLBFS; and any questions with respect to any other matter
in such statements or about or affecting the WCMA Program should be directed to
MLPF&S.

(i) Use of WCMA Loan Proceeds. The proceeds of each WCMA Loan initiated by
Customer shall be used by Customer solely for working capital in the ordinary
course of its business, or, with the prior written consent of MLBFS, for other
lawful business purposes of Customer not prohibited hereby. Customer agrees that
under no circumstances will the proceeds of any WCMA Loan be used: (i) for
personal, family or household purposes of any person whatsoever, or (ii) to
purchase, carry or trade in securities, or repay debt incurred to purchase,
carry or trade in securities, whether in or in connection with the WCMA Account
another account of Customer with MLPF&S or an account of Customer at any other
broker or dealer in securities, or (Ill) unless otherwise consented to in
writing by MLBFS, to pay any amount to Merrill Lynch and Co., Inc. or any of Its
subsidiaries, other than Merrill Lynch Bank USA, Merrill Lynch Bank & Trust Co.
or any subsidiary of either of them (including MLBFS and Merrill Lynch Credit
Corporation).

0) Renewal at Option of MLBFS; Right of Customer to Terminate. MLBFS may at any
time, in its sole discretion and at its sole option, renew the WCMA Line of
Credit for one or more Renewal Years; it being understood, however, that no such
renewal shall be effective unless set forth in a writing executed by a duly
authorized representative of MLBFS and delivered to Customer. Unless any such
renewal is accompanied by a proposed change in the terms of the WCMA Line of
Credit (other than the extension of the Maturity Date), no such renewal shall
require Customer's approval. Customer shall, however, have the right to
terminate the WCMA Line of Credit at any time upon written notice to MLBFS.
Notwithstanding the foregoing, if any letters of credit are then outstanding
pursuant the Letter of Credit Supplement hereto, Customer shall not have the
right to terminate the WCMA Line of Credit unless prior to the effective date of
such termination. Customer shall have caused all such outstanding letters of
credit to be terminated and surrendered.

(k) Line Fees. (i) In consideration of the extension of the WCMA Line of Credit
by MLBFS to Customer during the period from the Activation Date to the Initial
Maturity Date, Customer has paid or shall pay the Line Fee to MLBFS. If the Line
Fee has not heretofore been paid by Customer, Customer hereby authorizes MLBFS,
at its option, to either cause the Line Fee to be paid on the Activation Date
with a WCMA Loan, or invoice Customer for such Line Fee (in which event Customer
shall pay said fee within 5 Business Days after receipt of such invoice). No
delay in the Activation Date, howsoever caused, shall entitle Customer to any
rebate or reduction in the Line Fee or to any extension of the Initial Maturity
Date.

(ii) Customer shall pay an additional Line Fee for each Renewal Year. In
connection therewith, Customer hereby authorizes MLBFS, at its option, to either
cause each such additional Line Fee to be paid with a WCMA Loan on or at any
time after the first Business Day of such Renewal Year or invoiced to Customer
at such time (in which event Customer shall pay such Line Fee within 5 Business
Days after receipt of such invoice), Each Line Fee shall be deemed fully earned
by MLBFS on the date payable by Customer, and no termination of the WCMA Line of
Credit, howsoever caused, shall entitle Customer to any rebate or refund of any
portion of such Line Fee; provided, however, that if Customer shall terminate

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the WCMA Line of Credit not later than 5 Business Days after the receipt by
Customer of notice from MLBFS of a renewal of the WCMA Line of Credit, Customer
shall be entitled to a refund of any Line Fee charged by MLBFS for the ensuing
Renewal Year,

                         ARTICLE III. GENERAL PROVISIONS

3.1 REPRESENTATIONS AND WARRANTIES

Customer represents and warrants to MLBFS that:

(a) Organization and Existence. Customer is a corporation, duly organized and
validly existing in good standing under the laws of the State of Delaware and is
qualified to do business and in good standing in each other state where the
nature of its business or the property owned by it make such qualification
necessary; and, where applicable, each Business Guarantor is duly organized,
validly existing and in good standing under the laws of the state of its
formation and is qualified to do business and in good standing in each other
state where the nature of its business or the property owned by it make such
qualification necessary,

(b) Execution, Delivery and Performance. The execution, delivery and performance
by Customer of this Loan Agreement and by Customer and each Guarantor of such of
the Additional Agreements to which it is a party: (i) have been duly authorized
by all requisite action, (ii) do not and will not violate or conflict with any
law or other governmental requirement, or any of the agreements, instruments or
documents which formed or govern Customer or any such Guarantor, and (iii) do
not and will not breach or violate any of the provisions of, and will not result
in a default by Customer or any such Guarantor under, any other agreement,
instrument or document to which it is a party or by which it or its properties
are bound.

(c) Notices and Approvals. Except as may have been given or obtained, no notice
to or consent or approval of any governmental body or authority or other third
party whatsoever (including, without limitation, any other creditor) is required
in connection with the execution, delivery or performance by Customer or any
Guarantor of such of this Loan Agreement and the Additional Agreements to which
it is a party.

(d) Enforceability. This Loan Agreement and such of the Additional Agreements to
which Customer or any Guarantor is a party are the respective legal, valid and
binding obligations of Customer and such Guarantor, enforceable against it or
them, as the case may be, in accordance with their respective terms, except as
enforceability may be limited by bankruptcy and other similar laws affecting the
rights of creditors generally or by general principles of equity.

(e) Collateral. Except for any Permitted Liens: (i) Customer has good and
marketable title to the Collateral, (ii) none of the Collateral is subject to
any lien, encumbrance or security interest, and (iii) upon the filing of all
Uniform Commercial Code financing statements executed by Customer with respect
to the Collateral in the appropriate jurisdiction(s) and/or the completion of
any other action required by applicable law to perfect its liens and security
interests, MLBFS will have valid and perfected first liens and security
interests upon all of the Collateral.

(f) Financial Statements. Except as expressly set forth in Customer's or any
Business Guarantor's financial statements, all financial statements of Customer
and each Business Guarantor furnished to MLBFS have been prepared in conformity
with generally accepted accounting principles, consistently applied, are true
and correct in all material respects, and fairly present the financial condition
of it as at such dates and the results of its operations for the periods then
ended (subject, in the case of interim unaudited financial statements, to normal
year-end adjustments); and since the most recent date covered by such financial
statements, there has been no material adverse change in any such financial
condition or operation. All financial statements furnished to MLBFS of any
Guarantor other than a Business Guarantor are true and correct in all material
respects and fairly represent such Guarantor's financial condition as of the
date of such financial statements, and since the most recent date of such
financial statements, there has been no material adverse change in such
financial condition.

(g) Litigation. No litigation, arbitration, administrative or governmental
proceedings are pending or, to the knowledge of Customer, threatened against
Customer or any Guarantor, which would, if adversely determined, materially and
adversely affect the liens and security interests of MLBFS hereunder or under
any of the Additional Agreements, the financial condition of Customer or any
such Guarantor or the continued operations of Customer or any Business
Guarantor.

(h) Tax Returns. All federal, state and local tax returns, reports and
statements required to be filed by Customer and each Guarantor have been filed
with the appropriate governmental agencies and all taxes due and payable by
Customer and each Guarantor have been timely paid (except to the extent that any
such failure to file or pay will not materially and adversely affect either the
liens and security interests of MLBFS hereunder or under any of the Additional
Agreements, the financial condition of Customer or any Guarantor, or the
continued operations of Customer or any Business Guarantor).

(i) Collateral Location. All of the tangible Collateral is located at a Location
of Tangible Collateral.

(j) No Outside Broker. Except for employees of MLBFS, MLPF&S or one of their
affiliates, Customer has not in connection with the transactions contemplated
hereby directly or indirectly engaged or dealt with, and was not introduced or
referred to MLBFS by, any broker or other loan arranger.

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Each of the foregoing representations and warranties: (i) has been and will be
relied upon as an inducement to MLBFS to provide the WCMA Line of Credit, and
(ii) is continuing and shall be deemed remade by Customer concurrently with each
request for a WCMA Loan.

3.2 FINANCIAL AND OTHER INFORMATION

(a) Customer shall furnish or cause to be furnished to MLBFS during the term of
this Loan Agreement all of the following:

(i) Annual Financial Statements. Within 120 days after the close of each fiscal
year of Customer, a copy of the annual audited consolidated financial statements
of Customer and the annual audited consolidated financial statements of each
Business Guarantor, including, in each case, in reasonable detail, a balance
sheet and statement of retained earnings as at the close of such fiscal year and
statements of profit and loss and cash flow for such fiscal year;

(ii) Interim Financial Statements. Within 45 days after the close of each fiscal
quarter of Customer, a copy of the interim financial statements of Customer and
each Business Guarantor for such fiscal quarter (including in reasonable detail
both a balance sheet as of the close of such fiscal period, and statement of
profit and loss for the applicable fiscal period);

(iii) A/R Agings. Within 45 days after the close of each fiscal quarter of
Customer, a copy of the Accounts Receivable Aging of Customer as of the end of
such fiscal quarter; and

(iv) Other Information. Such other information as MLBFS may from time to time
reasonably request relating to Customer, any Guarantor or the Collateral.

(b) General Agreements With Respect to Financial Information. Customer agrees
that except as otherwise specified herein or otherwise agreed to in writing by
MLBFS: (i) all annual financial statements required to be furnished by Customer
to MLBFS hereunder will be prepared by either the current independent
accountants for Customer or other independent accountants reasonably acceptable
to MLBFS, and (ii) all other financial information required to be furnished by
Customer to MLBFS hereunder will be certified as correct in all material
respects by the party who has prepared such information, and, in the case of
internally prepared information with respect to Customer or any Business
Guarantor certified as correct by their respective chief financial officer.

3.3 OTHER COVENANTS

Customer further covenants and agrees during the term of this Loan Agreement
that:

(a) Financial Records; Inspection. Customer and each Business Guarantor will:
(i) maintain at its principal place of business complete and accurate books and
records, and maintain all of its financial records in a manner consistent with
the financial statements heretofore furnished to MLBFS, or prepared on such
other basis as may be approved in writing by WLBFS: and (ii) permit MLBFS or its
duly authorized representatives, upon reasonable notice and at reasonable times
to inspect its properties (both real and personal), operations, books and
records.

(b) Taxes. Customer and each Guarantor will pay when due all taxes, assessments
and other governmental charges, howsoever designated, and all other liabilities
and obligations, except to the extent that any such failure to pay will not
materially and adversely affect either the liens and security interests of MLBFS
hereunder or under any of the Additional Agreements, the financial condition of
Customer or any Guarantor or the continued operations of Customer or any
Business Guarantor.

(c) Compliance With Laws and Agreements. Neither Customer nor any Guarantor will
violate any law, regulation or other governmental requirement, any judgment or
order of any court or governmental agency or authority, or any agreement,
instrument or document to which it is a party or by which it is bound, if any
such violation will materially and adversely affect either the liens and
security interests of MLBFS hereunder or under any of the Additional Agreements,
the financial condition of Customer or any Guarantor, or the continued
operations of Customer or any Business Guarantor.

(d) No Use of Merrill Lynch Name. Neither Customer nor any Guarantor will
directly or indirectly publish, disclose or otherwise use in any advertising or
promotional material, or press release or interview, the name, logo or any
trademark of MLBFS, MLPF&S, Merrill Lynch and Co., Incorporated or any of their
affiliates.

(e) Notification By Customer, Customer shall provide MLBFS with prompt written
notification of: (i) any Default; (ii) any materially adverse change in the
business, financial condition or operations of Customer or any Business
Guarantor; (iii) any information which indicates that any financial statements
of Customer or any Guarantor fail in any material respect to present fairly the
financial condition and results of operations purported to be presented in such
statements; and (iv) any change in Customer's outside accountants. Each
notification by Customer pursuant hereto shall specify the event or information
causing such notification, and, to the extent applicable, shall specify the
steps being taken to rectify or remedy such event or information.

(f) Notice of Change. Customer shall give MLBFS not less than 30 days prior
written notice of any change in the name (including any fictitious name) or
principal place of business or residence of Customer or any Guarantor.

(g) Continuity. Except upon the prior written consent of MLBFS, which consent
will not be unreasonably withheld: (i) neither Customer nor any Business
Guarantor shall be a party to any merger or consolidation with, or purchase or
otherwise acquire all or substantially all of the assets of, or any material

                                        6
stock, partnership, joint venture or other equity interest in, any person or
entity, or sell, transfer or lease all or any substantial part of its assets, if
any such action would result in either: (A) a material change in the principal
business, ownership or control of Customer or such Business Guarantor, or (B) a
material adverse change in the financial condition or operations of Customer or
such Business Guarantor; (ii) Customer and each Business Guarantor shall
preserve their respective existence and good standing in the jurisdiction(s) of
establishment and operation; (iii) neither Customer nor any Business Guarantor
shall engage in any material business substantially different from their
respective business in effect as of the date of application by Customer for
credit from MLBFS, or cease operating any such material business; (iv) neither
Customer nor any Business Guarantor shall cause or permit any other person or
entity to assume or succeed to any material business or operations of Customer
or such Business Guarantor, and; (v) neither Customer nor any Business Guarantor
shall cause or permit any material change in its controlling ownership.

(h) Minimum Tangible Net Worth. Customer's 'tangible net worth' shall at all
times exceed $1,600,000.00. For the purposes hereof, the term "tangible net
worth' shall mean Customers net worth as shown on Customer's regular financial
statements prepared in a manner consistent with the terms hereof, but excluding
an amount equal to (i) any assets which are ordinarily classified as
'intangible' in accordance with generally accepted accounting principles, and
(ii) any amounts now or hereafter directly or indirectly owing to Customer by
officers, shareholders or affiliates of Customer.

(i) Fixed Charge Coverage Ratio. Customer shall at all times during the term
hereof maintain a Fixed Charge Coverage Ratio of not less than 3 to 1. The term
'Fixed Charge Coverage Ratio' shall mean the ratio of: (a) income before
interest (including payments in the nature of interest under capital leases),
taxes, depreciation and amortization, less internally financed capital
expenditures, to (b) the sum the aggregate principal and interest paid or
accrued, the aggregate rental under capital leases paid or accrued, any
dividends and other distributions paid or payable to shareholders and taxes paid
in cash; all as determined on a quarterly basis from the regular consolidated
financial statements of Customer prepared in a manner consistent with the terms
hereof.

3.4 COLLATERAL

(a) Pledge of Collateral. To secure payment and performance of the Obligations,
Customer hereby pledges, assigns, transfers and sets over to MLBFS, and grants
to MLBFS first liens and security interests in and upon all of the Collateral,
subject only to Permitted Liens.

(b) Liens. Except upon the prior written consent of MLBFS, Customer shall not
create or permit to exist any lien, encumbrance or security interest upon or
with respect to any Collateral now owned or hereafter acquired other than
Permitted Liens,

(c) Performance of Obligations. Customer shall perform all of its obligations
owing on account of or with respect to the Collateral, it being understood that
nothing herein, and no action or inaction by MLBFS, under this Loan Agreement or
otherwise, shall be deemed an assumption by MLBFS of any of Customer's said
obligations.

(d) Sales and Collections. So long as no Event of Default shall have occurred
and be continuing, Customer may in the ordinary course of its business: (i) sell
any Inventory normally held by Customer for sale, (ii) use or consume any
materials and supplies normally held by Customer for use or consumption, and
(iii) collect all of its Accounts. Customer shall take such action with respect
to protection of its Inventory and the other Collateral and the collection of
its Accounts as MLBFS may from time to time reasonably request.

(e) Account Schedules. Upon the request of MLBFS, made now or at any reasonable
time or times hereafter, Customer shall deliver to MLBFS, in addition to the
other information required hereunder, a schedule identifying, for each Account
and all Chattel Paper subject to MLBFS' security interests hereunder, each
Account Debtor by name and address and amount, invoice or contract number and
date of each invoice or contract. Customer shall furnish to MLBFS such
additional information with respect to the Collateral, and amounts received by
Customer as proceeds of any of the Collateral, as MLBFS may from time to time
reasonably request.

(f) Alterations and Maintenance, Except upon the prior written consent of MLBFS,
Customer shall not make or permit any material alterations to any tangible
Collateral which might materially reduce or impair its market value or utility.
Customer shall at all times keep the tangible Collateral in good condition and
repair, reasonable wear and tear excepted, and shall pay or cause to be paid all
obligations arising from the repair and maintenance of such Collateral, as well
as all obligations with respect to any Location of Tangible Collateral, except
for any such obligations being contested by Customer in good faith by
appropriate proceedings.

(g) Location. Except for movements required in the ordinary course of Customer's
business, Customer shall give MLBFS 30 days' prior written notice of the placing
at or movement of any tangible Collateral to any location other than a Location
of Tangible Collateral. In no event shall Customer cause or permit any material
tangible Collateral to be removed from the United States without the express
prior written consent of MLBFS.

(h) Insurance. Customer shall insure all of the tangible Collateral under a
policy or policies of physical damage insurance providing that losses will be
payable to MLBFS as its interests may appear pursuant to a Lender's Loss Payable
Endorsement and containing such other provisions as may be reasonably required
by MLBFS. Customer shall further provide and maintain a policy or policies of
comprehensive public liability insurance naming MLBFS as an additional party
insured. Customer and each Business Guarantor shall maintain such other
insurance as may be required by law or is customarily maintained by companies in
a similar business or otherwise reasonably required by MLBFS. All such insurance
policies shall provide that MLBFS will receive not less than 10 days prior
written notice of any cancellation, and shall otherwise be in form and amount
and with an insurer or insurers reasonably acceptable to MLBFS. Customer shall
furnish MLBFS with a copy or certificate of each such policy or policies and,
prior to any expiration or cancellation, each renewal or replacement thereof.

                                        7
(i) Event of Loss. Customer shall at its expense promptly repair all repairable
damage to any tangible Collateral. In the event that any tangible Collateral is
damaged beyond repair, lost, totally destroyed or confiscated (an 'Event of
Loss') and such Collateral had a value prior to such Event of Loss of $25,000.00
or more, then, on or before the first to occur of (i) 90 days after the
occurrence of such Event of Loss, or (ii) 10 Business Days after the date on
which either Customer or MLBFS shall receive any proceeds of insurance on
account of such Event of Loss, or any underwriter of insurance on such
Collateral shall advise either Customer or MLBFS that it disclaims liability in
respect of such Event of Loss, Customer shall, at Customer's option, either
replace the Collateral subject to such Event of Loss with comparable Collateral
free of all liens other than Permitted Liens (in which event Customer shall be
entitled to utilize the proceeds of insurance on account of such Event of Loss
for such purpose, and may retain any excess proceeds of such insurance), or
deposit into the WCMA Account an amount equal to the actual cash value of such
Collateral as determined by either the insurance company's payment (plus any
applicable deductible) or, in absence of insurance company payment, as
reasonably determined by MLBFS; it being further understood that any such
deposit shall be accompanied by a like permanent reduction in the Maximum WCMA
Line of Credit. Notwithstanding the foregoing, if at the time of occurrence of
such Event of Loss or any time thereafter prior to replacement or line
reduction, as aforesaid, an Event of Default shall have occurred and be
continuing hereunder, then MLBFS may at its sole option, exercisable at any time
while such Event of Default shall be continuing, require Customer to either
replace such Collateral or make a deposit into the WCMA Account and reduce the
Maximum WCMA Line of Credit, as aforesaid.

0) Notice of Certain Events. Customer shall give MLBFS immediate notice of any
attachment, lien, judicial process, encumbrance or claim affecting or involving
$25.000.00 or more of the Collateral.

(k) Indemnification. Customer shall indemnify, defend and save MLBFS harmless
from and against any and all claims, liabilities, losses, costs and expenses
(including, without limitation, reasonable attorneys' fees and expenses) of any
nature whatsoever which may be asserted against or incurred by MLBFS arising out
of or in any manner occasioned by (i) the ownership, collection, possession, use
or operation of any Collateral, or (ii) any failure by Customer to perform any
of its obligations hereunder; excluding, however, from said indemnity any such
claims, liabilities, etc. arising directly out of the willful wrongful act or
active gross negligence of MLBFS. This indemnity shall survive the expiration or
termination of this Loan Agreement as to all matters arising or accruing prior
to such expiration or termination.

3.5 EVENTS OF DEFAULT

The occurrence of any of the following events shall constitute an 'Event of
Default' under this Loan Agreement:

(a) Exceeding the Maximum WCMA Line of Credit. If the WCMA Loan Balance shall at
any time exceed the Maximum WCMA Line of Credit (as reduced by the aggregate
outstanding letters of credit issued pursuant to the Letter of Credit
Supplement), and Customer shall fail to deposit sufficient funds into the WCMA
Account to reduce the WCMA Loan Balance below the Maximum WCMA Line of Credit
within five (5) Business Days after written notice thereof shall have been given
by MLBFS to Customer.

(b) Other Failure to Pay. Customer shall fail to pay to MLBFS or deposit into
the WCMA Account when due any other amount owing or required to be paid or
deposited by Customer under this Loan Agreement, or shall fail to pay when due
any other Obligations, and any such failure shall continue for more than five
(5) Business Days after written notice thereof shall have been given by MLBFS to
Customer.

(c) Failure to Perform. Customer or any Guarantor shall default in the
performance or observance of any covenant or agreement on its part to be
performed or observed under this Loan Agreement or any of the Additional
Agreements (not constituting an Event of Default under any other clause of this
Section), and such default shall continue unremedied for ten (10) Business Days
after written notice thereof shall have been given by MLBFS to Customer.

(d) Breach of Warranty. Any representation or warranty made by Customer or any
Guarantor contained in this Loan Agreement or any of the Additional Agreements
shall at any time prove to have been incorrect in any material respect when
made.

(e) Default Under Other Agreement. A default or Event of Default by Customer or
any Guarantor shall occur under the terms of any other agreement, instrument or
document with or intended for the benefit of MLBFS, MLPF&S or any of their
affiliates, and any required notice shall have been given and required passage
of time shall have elapsed.

(f) Bankruptcy Event. Any Bankruptcy Event shall occur.

(g) Material Impairment Any event shall occur which shall reasonably cause MLBFS
to in good faith believe that the prospect of full payment or performance by
Customer or any Guarantor of any of their respective liabilities or obligations
under this Loan Agreement or any of the Additional Agreements to which Customer
or such Guarantor is a party has been materially impaired. The existence of such
a material impairment shall be determined in a manner consistent with the intent
of Section 1-208 of the UCC,

(h) Acceleration of Debt to Other Creditors. Any event shall occur which results
in the acceleration of the maturity of any indebtedness of $100,000.00 or more
of Customer or any Guarantor to another creditor under any indenture, agreement,
undertaking, or otherwise,

(i) Seizure or Abuse of Collateral. The Collateral, or any material part
thereof, shall be or become subject to any material abuse or misuse, or any
levy, attachment, seizure or confiscation which is not released within ten (10)
Business Days.

                                        8
3.6 REMEDIES

(a) Remedies Upon Default Upon the occurrence and during the continuance of any
Event of Default, MLBFS may at its sole option do any one or more or all of the
following, at such time and in such order as MLBFS may in its sole discretion
choose:

(i) Termination. MLBFS may without notice terminate the WCMA Line of Credit and
all obligations to provide the WCMA Line of Credit or otherwise extend any
credit to or for the benefit of Customer (it being understood, however, that
upon the occurrence of any Bankruptcy Event the WCMA Line of Credit and all such
obligations shall automatically terminate without any action on the part of
MLBFS); and upon any such termination MLBFS shall be relieved of all such
obligations.

(ii) Acceleration. MLBFS may declare the principal of and interest on the WCMA
Loan Balance, and all other Obligations to be forthwith due and payable,
whereupon all such amounts shall be immediately due and payable, without
presentment, demand for payment, protest and notice of protest, notice of
dishonor, notice of acceleration, notice of intent to accelerate or other notice
or formality of any kind, all of which are hereby expressly waived; provided,
however, that upon the occurrence of any Bankruptcy Event all such principal,
interest and other Obligations shall automatically become due and payable
without any action on the part of MLBFS.

(iii) Exercise Other Rights. MLBFS may exercise any or all of the remedies of a
secured party under applicable law, including, but not limited to, the UCC, and
any or all of its other rights and remedies under this Loan Agreement and the
Additional Agreements.

(iv) Possession. MLBFS may require Customer to make the Collateral and the
records pertaining to the Collateral available to MLBFS at a place designated by
MLBFS which is reasonably convenient to Customer, or may take possession of the
Collateral and the records pertaining to the Collateral without the use of any
judicial process and without any prior notice to Customer.

(v) Sale. MLBFS may sell any or all of the Collateral at public or private sale
upon such terms and conditions as MLBFS may reasonably deem proper, MLBFS may
purchase any Collateral at any such public sale. The net proceeds of any such
public or private sale and all other amounts actually collected or received by
MLBFS pursuant hereto, after deducting all costs and expenses incurred at any
time in the collection of the Obligations and in the protection, collection and
sale of the Collateral, will be applied to the payment of the Obligations, with
any remaining proceeds paid to Customer or whoever else may be entitled thereto,
and with Customer and each Guarantor remaining jointly and severally liable for
any amount remaining unpaid after such application.

(vi) Delivery of Cash, Checks, Etc. MLBFS may require Customer to forthwith upon
receipt, transmit and deliver to MLBFS in the form received all cash, checks,
drafts and other instruments for the payment of money (property endorsed, where
required, so that such items may be collected by MLBFS) which may be received by
Customer at any time in full or partial payment of any Collateral, and require
that Customer not commingle any such items which may be so received by Customer
with any other of its funds or property but instead hold them separate and apart
and in trust for MLBFS until delivery is made to MLBFS.

(vii) Notification of Account Debtors. MLBFS may notify any Account Debtor that
its Account or Chattel Paper has been assigned to MLBFS and direct such Account
Debtor to make payment directly to MLBFS of all amounts due or becoming due with
respect to such Account or Chattel Paper and MLBFS may enforce payment and
collect, by legal proceedings or otherwise, such Account or Chattel Paper.

(viii) Control of Collateral. MLBFS may otherwise take control in any lawful
manner of any cash or non-cash items of payment or proceeds of Collateral and of
any rejected, returned, stopped in transit or repossessed goods included in the
Collateral and endorse Customer's name on any item of payment on or proceeds of
the Collateral.

(b) Set-Off. MLBFS shall have the further right upon the occurrence and during
the continuance of an Event of Default to set-off, appropriate and apply toward
payment of any of the Obligations, in such order of application as MLBFS may
from time to time and at any time elect, any cash credit deposits, accounts,
financial assets, investment property, securities and any other property of
Customer which is in transit to or in the possession, custody or control of
MLBFS, MLPF&S or any agent, bailee, or affiliate of MLBFS or MLPF&S. Customer
hereby collaterally assigns and grants to MLBFS a continuing security interest
in all such property as additional Collateral.

(c) Power OF Attorney. Effective upon the occurrence and during the continuance
of an Event of Default, Customer hereby irrevocably appoints MLBFS as its
attorney-in-fact, with full power of substitution, in its place and stead and in
its name or in the name of MLBFS, to from time to time in MLBFS' sole discretion
take any action and to execute any instrument which MLBFS may deem necessary or
advisable to accomplish the purposes of this Loan Agreement, including, but not
limited to, to receive, endorse and collect all checks, drafts and other
instruments for the payment of money made payable to Customer included in the
Collateral.

(d) Remedies are Severable and Cumulative. All rights and remedies of MLBFS
herein are severable and cumulative and in addition to all other rights and
remedies available in the Additional Agreements, at law or in equity, and any
one or more of such rights and remedies may be exercised simultaneously or
successively.

(e) Notices. To the fullest extent permitted by applicable law, Customer hereby
irrevocably waives and releases MLBFS of and from any and all liabilities and
penalties for failure of MLBFS to comply with any statutory or other requirement
imposed upon MLBFS relating to notices of sale, holding of sale or reporting of
any sale, and Customer waives all rights of redemption or reinstatement from any
such sale. Any notices required under applicable law shall be reasonably and
properly given to Customer if given by any of the methods provided herein at
least 5 Business Days prior to taking action. MLBFS shall have the right to
postpone or adjourn any sale or other disposition of Collateral at any time

                                        9
without giving notice of any such postponed or adjourned date. In the event
MLBFS seeks to take possession of any or all of the Collateral by court process,
Customer further irrevocably waives to the fullest extent permitted by law any
bonds and any surety or security relating thereto required by any statute, court
rule or otherwise as an incident to such possession, and any demand for
possession prior to the commencement of any suit or action.

(f) Outstanding Letters OF Credit. If after liquidation of any collateral for
the Obligations and application of the proceeds thereof on account of all
Obligations other than those relating to outstanding letters of credit issued
pursuant to the Letter of Credit Supplement hereto, there shall be any excess
cash or other collateral, Customer hereby irrevocably authorizes MLBFS to hold
such cash or other collateral, without obligation to pay any interest thereon,
until such time as all such outstanding letters of credit shall have either been
drawn or expired. If after application of such cash or other collateral to any
drawn letters of credit, expiration of all other letters of credit and
satisfaction of all other Obligations any such cash or other collateral shall
remain, MLBFS shall distribute such excess cash or collateral to Customer or
whoever else may then be entitled thereto.

3.7 MISCELLANEOUS

(a) Non-Waiver. No failure or delay on the part of MLBFS in exercising any
right, power or remedy pursuant to this Loan Agreement or any of the Additional
Agreements shall operate as a waiver thereof, and no single or partial exercise
of any such right, power or remedy shall preclude any other or further exercise
thereof, or the exercise of any other right, power or remedy. Neither any waiver
of any provision of this Loan Agreement or any of the Additional Agreements, nor
any consent to any departure by Customer therefrom, shall be effective unless
the same shall be in writing and signed by MLBFS. Any waiver of any provision of
this Loan Agreement or any of the Additional Agreements and any consent to any
departure by Customer from the terms of this Loan Agreement or any of the
Additional Agreements shall be effective only in the specific instance and for
the specific purpose for which given. Except as otherwise expressly provided
herein, no notice to or demand on Customer shall in any case entitle Customer to
any other or further notice or demand in similar or other circumstances.

(b) Disclosure. Customer hereby irrevocably authorizes MLBFS and each of its
affiliates, including without limitation MLPF&S, to at any time (whether or not
an Event of Default shall have occurred) obtain from and disclose to each other
any and all financial and other information about Customer. In connection with
said authorization, the parties recognize that in order to provide a WCMA Line
of Credit certain information about Customer is required to be made available on
a computer network accessible by certain affiliates of MLBFS, including MLPF&S.

(c) Communications. All notices and other communications required or permitted
hereunder shall be in writing, and shall be either delivered personally, mailed
by postage prepaid certified mail or sent by express overnight courier or by
facsimile. Such notices and communications shall be deemed to be given on the
date of personal delivery, facsimile transmission or actual delivery of
certified mail, or one Business Day after delivery to an express overnight
courier. Unless otherwise specified in a notice sent or delivered in accordance
with the terms hereof, notices and other communications in writing shall be
given to the parties hereto at their respective addresses set forth at the
beginning of this Loan Agreement, or, in the case of facsimile transmission, to
the parties at their respective regular facsimile telephone number.

(d) Fees, Expenses and Taxes. Customer shall pay or reimburse MLBFS for: (i) all
Uniform Commercial Code filing and search fees and expenses incurred by MLBFS in
connection with the verification, perfection or preservation of MLBFS' rights
hereunder or in the Collateral or any other collateral for the Obligations; (ii)
any and all stamp, transfer and other taxes and fees payable or determined to be
payable in connection with the execution, delivery and/or recording of this Loan
Agreement or any of the Additional Agreements; and (iii) all reasonable fees and
out-of-pocket expenses (including, but not limited to, reasonable fees and
expenses of outside counsel) incurred by MLBFS in connection with the collection
of any sum payable hereunder or under any of the Additional Agreements not paid
when due, the enforcement of this Loan Agreement or any of the Additional
Agreements and the protection of MLBFS' rights hereunder or thereunder,
excluding, however, salaries and normal overhead attributable to MLBFS'
employees. Customer hereby authorizes MLBFS, at its option, to either cause any
and all such fees, expenses and taxes to be paid with a WCMA Loan, or invoice
Customer therefor (in which event Customer shall pay all such fees, expenses and
taxes within 5 Business Days after receipt of such invoice). The obligations of
Customer under this paragraph shall survive the expiration or termination of
this Loan Agreement and the discharge of the other Obligations.

(e) Right to Perform Obligations. If Customer shall fail to do any act or thing
which it has covenanted to do under this Loan Agreement or any representation or
warranty on the part of Customer contained in this Loan Agreement shall be
breached, MLBFS may, in its sole discretion, after 5 Business Days written
notice is sent to Customer (or such lesser notice, including no notice, as is
reasonable under the circumstances), do the same or cause it to be done or
remedy any such breach, and may expend its funds for such purpose. Any and all
reasonable amounts so expended by MLBFS shall be repayable to MLBFS by Customer
upon demand, with interest at the Interest Rate during the period from and
including the date funds are so expended by MLBFS to the date of repayment, and
all such amounts shall be additional Obligations. The payment or performance by
MLBFS of any of Customers obligations hereunder shall not relieve Customer of
said obligations or of the consequences of having failed to pay or perform the
same, and shall not waive or be deemed a cure of any Default,

(f) Further Assurances. Customer agrees to do such further acts and things and
to execute and deliver to MLBFS such additional agreements, instruments and
documents as MLBFS may reasonably require or deem advisable to effectuate the
purposes of this Loan Agreement or any of the Additional Agreements, or to
establish. perfect and maintain MLBFS' security interests and liens upon the
Collateral, including, but not limited to: (i) executing financing statements or
amendments thereto when and as reasonably requested by MLBFS; and (ii) if in the
reasonable judgment of MLBFS it is required by local law, causing the owners
and/or mortgagees of the real property on which any Collateral may be located to
execute and deliver to MLBFS waivers or subordinations reasonably satisfactory
to MLBFS with respect to any rights in such Collateral.

                                       10
(g) Binding Effect. This Loan Agreement and the Additional Agreements shall be
binding upon, and shall inure to the benefit of MLBFS, Customer and their
respective successors and assigns. Customer shall not assign any of its rights
or delegate any of its obligations under this Loan Agreement or any of the
Additional Agreements without the prior written consent of MLBFS. Unless
otherwise expressly agreed to in a writing signed by MLBFS, no such consent
shall in any event relieve Customer of any of its obligations under this Loan
Agreement or the Additional Agreements.

(h) Headings. Captions and section and paragraph headings in this Loan Agreement
are inserted only as a matter of convenience, and shall not affect the
interpretation hereof.

(i) Governing Law. This Loan Agreement, and, unless otherwise expressly provided
therein, each of the Additional Agreements, shall be governed in all respects by
the laws of the State of Illinois.

(j) Severability of Provisions. Whenever possible, each provision of this Loan
Agreement and the Additional Agreements shall be interpreted in such manner as
to be effective and valid under applicable law. Any provision of this Loan
Agreement or any of the Additional Agreements which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
the remaining provisions of this Loan Agreement and the Additional Agreements or
affecting the validity or enforceability of such provision in any other
jurisdiction.

(k) Term. This Loan Agreement shall become effective on the date accepted by
MLBFS at its office in Chicago, Illinois, and, subject to the terms hereof,
shall continue in effect so long thereafter as the WCMA Line of Credit shall be
in effect or there shall be any Obligations outstanding.

(l) Counterparts. This Loan Agreement may be executed in one or more
counterparts which, when taken together, constitute one and the same agreement.

(m) Jurisdiction; Waiver. CUSTOMER ACKNOWLEDGES THAT THIS LOAN AGREEMENT IS
BEING ACCEPTED BY MLBFS IN PARTIAL CONSIDERATION OF MLBFS' RIGHT AND OPTION, IN
ITS SOLE DISCRETION, TO ENFORCE THIS LOAN AGREEMENT (INCLUDING THE WCMA NOTE SET
FORTH HEREIN) AND THE ADDITIONAL AGREEMENTS IN EITHER THE STATE OF ILLINOIS OR
IN ANY OTHER JURISDICTION WHERE CUSTOMER OR ANY COLLATERAL FOR THE OBLIGATIONS
MAY BE LOCATED. CUSTOMER IRREVOCABLY SUBMITS ITSELF TO JURISDICTION IN THE STATE
OF ILLINOIS AND VENUE IN ANY STATE OR FEDERAL COURT IN THE COUNTY OF COOK FOR
SUCH PURPOSES, AND CUSTOMER WAIVES ANY AND ALL RIGHTS TO CONTEST SAID
JURISDICTION AND VENUE AND THE CONVENIENCE OF ANY SUCH FORUM, AND ANY AND ALL
RIGHTS TO REMOVE SUCH ACTION FROM STATE TO FEDERAL COURT. CUSTOMER FURTHER
WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST MLBFS IN ANY JURISDICTION
EXCEPT IN THE COUNTY OF COOK AND STATE OF ILLINOIS. MLBFS AND CUSTOMER HEREBY
EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER
PARTY WITH RESPECT TO ANY MATTER RELATING TO, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE WCMA LINE OF CREDIT, THIS LOAN AGREEMENT, ANY ADDITIONAL
AGREEMENTS AND/OR ANY OF THE TRANSACTIONS WHICH ARE THE SUBJECT MATTER OF THIS
LOAN AGREEMENT. CUSTOMER FURTHER WAIVES THE RIGHT TO BRING ANY NON-COMPULSORY
COUNTERCLAIMS.

(n) Integration. THIS LOAN AGREEMENT, TOGETHER WITH THE ADDITIONAL AGREEMENTS,
CONSTITUTES THE ENTIRE UNDERSTANDING AND REPRESENTS THE FULL AND FINAL AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR WRITTEN AGREEMENTS OR PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES
THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN: (i) NO PROMISE OR COMMITMENT
HAS BEEN MADE TO IT BY MLBFS, MLPF&S OR ANY OF THEIR RESPECTIVE EMPLOYEES,
AGENTS OR REPRESENTATIVES TO EXTEND THE AVAILABILITY OF THE WCMA LINE OF CREDIT
OR THE MATURITY DATE, OR TO INCREASE THE MAXIMUM WCMA LINE OF CREDIT, OR
OTHERWISE EXTEND ANY OTHER CREDIT TO CUSTOMER OR ANY OTHER PARTY; (ii) NO
PURPORTED EXTENSION OF THE MATURITY DATE, INCREASE IN THE MAXIMUM WCMA LINE OF
CREDIT OR OTHER EXTENSION OR AGREEMENT TO EXTEND CREDIT SHALL BE VALID OR
BINDING UNLESS EXPRESSLY SET FORTH IN A WRITTEN INSTRUMENT SIGNED BY MLBFS; AND
(iii) THIS LOAN AGREEMENT SUPERSEDES AND REPLACES ANY AND ALL PROPOSALS, LETTERS
OF INTENT AND APPROVAL AND COMMITMENT LETTERS FROM MLBFS TO CUSTOMER, NONE OF
WHICH SHALL BE CONSIDERED AN ADDITIONAL AGREEMENT. NO AMENDMENT OR MODIFICATION
OF THIS AGREEMENT OR ANY OF THE ADDITIONAL AGREEMENTS TO WHICH CUSTOMER IS A
PARTY SHALL BE EFFECTIVE UNLESS IN A WRITING SIGNED BY BOTH MLBFS AND CUSTOMER.

                                       11
IN WITNESS WHEREOF, this Loan Agreement has been executed as of the day and year
first above written.

RENT-A-WRECK OF AMERICA, INC. D/B/A "RENT-A-WRECK" AND "PRICELESS"


By:
   -----------------------------------------------------------------------------
   Signature (1)                        Signature (2)


   -----------------------------------------------------------------------------
   Printed Name                         Printed Name


   -----------------------------------------------------------------------------
   Title                                Title

Accepted at Chicago, Illinois:
MERRILL LYNCH BUSINESS FINANCIAL
SERVICES INC.

By:
   ------------------------------------

                                       12
                                    EXHIBIT A
          ATTACHED TO AND HEREBY MADE A PART OF WCMA LOAN AND SECURITY
 AGREEMENT NO. 749-07V74 BETWEEN MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
      AND RENT-A-WRECK OF AMERICA, INC. D/B/A "RENT-A-WRECK AND "PRICELESS"

Additional Locations of Tangible Collateral:
                                             FINANCIAL ASSETS SECURITY AGREEMENT

FINANCIAL ASSETS SECURITY AGREEMENT ('Security Agreement') dated as of June 19,
2001, given by RENT-A-WRECK OF AMERICA, INC. D/B/A "RENT-A-WRECK" AND
"PRICELESS", a corporation organized and existing under the laws of the State of
Delaware ("Customer") to MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
("MLBFS").

1. Definitions. (a) In addition to terms defined elsewhere in this Security
Agreement, when used herein the following terms shall have the following
meanings:

(i) "Bankruptcy Event" shall mean any of the following: (A) a proceeding under
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt or
receivership law or statute shall be filed or consented to by Customer; or (B)
any such proceeding small be filed against Customer and shall not be dismissed
or withdrawn within sixty (60) days after filing; or (C) Customer shall make a
general assignment for the benefit of creditors; or (D) Customer shall become
insolvent or generally fail to pay or admit in writing its inability to pay its
debts as they become due; or (E) Customer shall be adjudicated a bankrupt or
insolvent.

(ii) "Business Day" shall mean any day other than a Saturday, Sunday, federal
holiday or other day on which the New York Stock Exchange is regularly closed.

(iii) "Collateral" shall mean: (A) the Securities Account, (B) any free credit
balances now or hereafter credited to or owing from MLPF&S to Customer in
respect of the Securities Account, (C) all financial assets and investment
property (including, without limitation, all security entitlements, securities
accounts, stocks, bonds, mutual funds, certificates of deposit, commodities
contracts and other securities), money market deposit accounts, instruments,
general intangibles and other property of whatever kind or description now and
hereafter in or controlled by the Securities Account or listed on any
confirmation or periodic report from MLPF&S as being in or controlled by the
Securities Account, whether now owned or hereafter acquired, (D) all proceeds of
the sale, exchange, redemption or exercise of any of the foregoing, including,
without limitation, all dividends, interest payments and other distributions of
cash or property in respect thereof, and (E) all rights incident to the
ownership of any of the foregoing.

(iv) "Loan Agreements" shall mean that certain WCMA LOAN AND SECURITY AGREEMENT
NO. 749-07V74 between Customer and MLBFS, and that certain WCMA REDUCING
REVOLVER LOAN AND SECURITY AGREEMENT NO. 7WD-07018 between Customer and MLBFS,
as either or both of the same may from time to time be or have been amended,
restated. extended or supplemented.

(v) "Minimum Value" shall mean $600,000.00.

(vi) "MLPF&S" shall mean MERRILL LYNCH, PIERCE, FENNER& SMITH INCORPORATED, and
its successors and assigns.

(vii) "Obligations" shall mean all obligations, liabilities and indebtedness of
every kind and nature now or hereafter owing, arising, due or payable from
Customer to MLBFS, howsoever created, arising, or evidenced, whether direct or
indirect, absolute or contingent, or due or to become due, including, without
!imitation, interest accruing after the filing of any petition in bankruptcy,
and all present and future obligations, liabilities and indebtedness of Customer
to MLBFS under the Loan Agreements and the agreements, instruments and documents
executed pursuant thereto, including, without limitation, this Security
Agreement.

(viii) "Permitted Liens" shall mean: (A) liens in favor of MLBFS; (B) liens for
current taxes not delinquent and, if MLBFS' rights to and interest in the
Collateral are not materially and adversely affected thereby, liens for taxes
being contested in good faith by appropriate proceedings; (C) any trade
settlement liens of MLPF&S; and (D) other liens permitted in writing by MLBFS.

(ix) "Securities Account" shall mean that certain MLPF&S securities account
number 749-07V93 in the name of Customer and any and all successor securities
accounts at MLPF&S.

(b) All terms used in this Security Agreement which are defined in the Uniform
Commercial Code of Illinois ("UCC") shall have the meanings set forth in the
UCC. Without limiting the foregoing, the term "financial assets" and "security
entitlement" shall have the meaning set forth in Section 8-102 of the UCC and
the term "investment property" shall have the meaning set forth in Section 9-115
of the UCC.

2. Grant of Security Interest. In order to secure payment and performance of the
Obligations, Customer hereby pledges, grants and conveys and assigns to MLBFS a
continuing first lien and security interest upon the Collateral subject only to
any Permitted Liens. In furtherance thereof, Customer hereby irrevocably: (i)
authorizes and directs MLPF&S to name or rename the Securities Account on its
books and records as the "RENT-A-WRECK OF AMERICA, INC. D/B/A "RENT-A-WRECK" AND
"PRICELESS" PLEDGED COLLATERAL ACCOUNT F/B/O MLBFS", (ii) authorizes and directs
MLBFS and every other person or entity now or hereafter holding or otherwise
having possession or control of any Collateral to hold, possess or control such
Collateral as agent for MLBFS and subject to the rights, direction, control and
security interest of MLBFS, (iii) authorizes and directs MLPF&S and all such
other persons or entities to comply with any and all present and future
entitlement orders or directions of MLBFS with respect to the Securities Account
and all or any part of the Collateral, notwithstanding any contrary direction or
dispute by Customer or any other party (unless prohibited by law or the order of
a judicial body having appropriate jurisdiction), and without making any inquiry
whatsoever as to MLBFS' right or authority to give such order or direction or as
to the application of any payment pursuant thereto, (iv) waives and releases
MLPF&S and all such other persons and entities from, and agrees to indemnify and
hold harmless MLPF&S and all such other persons and entities from and against,
any liability whatsoever for complying with any such orders or directions of
MLBFS; and (v) agrees with MLBFS and MLPF&S that all assets and other properly
now and from time to time hereafter in or controlled by the Securities Account
or listed on any confirmation of periodic report from MLPF&S as being in or
controlled by the Securities Account shall be deemed to be "Financial Assets"
within the meaning of the UCC.

                                        1
3. Rights and Limitations of Customer. (a) Except upon the prior written consent
of MLBFS. Customer shall not: (i) purchase any financial assets investment
property or other property with funds in the Securities Account other than: (A)
publicly held domestic money market funds or deposits with Merrill Lynch Bank
USA or Merrill Lynch Bank & Trust Co. which are credited to the Securities
Account or (B) obligations of or guaranteed or insured by the U.S. Government
(including insured certificates of deposit); (ii) borrow any funds on margin or
otherwise from anyone other than MLBFS using all or any part of the Collateral
as collateral; (iii) otherwise grant or permit to exist any lien or security
interest upon any part of the Collateral other than Permitted Liens, or directly
or indirectly withdraw any financial assets, investment property or other
property from the Securities Account except in connection with a sale permitted
hereby

(b) So long as no Event of Default shall have occurred and be continuing,
Customer may without the consent of MLBFS: (i) retain any financial assets
investment property and other property which are in or controlled by the
Securities Account on the date hereof; (ii) sell any such property at any time
so long as the proceeds are either held in the Securities Account or used to
purchase other financial assets or investment property permitted hereby which
are held in or controlled by the Securities Account; and (iii) exercise any
voting and consensual rights with respect to the financial assets, investment
property and other property included in the Collateral for any purpose not
inconsistent with this Security Agreement.

4. Warranties. Customer warrants to MLBFS on a continuing basis that:

(a) Ownership and Priority. Except for the rights of MLBFS hereunder and for any
Permitted Liens: (i) Customer is the owner of the Securities Account and all
other Collateral free and clear of any interest or lien of any third party, and
(ii) upon the acknowledgment of this Security Agreement by MLPF&S and/or the
completion of any other action required by applicable law to perfect its
security interest hereunder, MLBFS will have a valid and perfected first lien
and security interest upon all of the Collateral.

(b) Collateral Not Restricted; Enforceability. Except as enforceability may be
limited by bankruptcy and other similar laws affecting the rights of creditors
generally or by general principles of equity: (i) neither Customer nor any part
of the Collateral is subject to any legal, contractual or other restriction
which might hinder or prevent the grant to or enforcement by MLBFS of the
security interest in the Collateral pursuant to this Security Agreement, and
(ii) this Security Agreement is the legal, valid and binding obligation of
Customer, enforceable against Customer in accordance with its terms.

(c) Right Power and Authority. Customer has the full right, power and authority
to make, execute and deliver this Security Agreement.

5. Covenants.

(a) No Other Liens. Except upon the prior written consent of MLBFS, Customer
will not cause or permit to exist any security interests or liens upon the
Collateral other than Permitted Liens.

(b) Maintenance of Perfection. Customer will execute and deliver to MLBFS such
Uniform Commercial Code financing statements, continuation statements and other
agreements, instruments and documents as MLBFS may from time reasonably require
in order to establish, perfect and maintain perfected the lien and security
interest of MLBFS hereunder.

(c) Change in Principal Place of Business. Customer will provide not less than
30 days prior written notice of any change in Customer's principal place of
business.

(d) Change With MLPF&S. Customer will provide MLBFS with prompt written notice
of any change known to Customer in the account number of the Securities Account,
the Financial Consultant at MLPF&S assigned to Customer or the address of said
Financial Consultant's office at MLPF&S.

(e) Minimum Collateral Value. Customer further warrants and agrees that the
aggregate immediate market value of the Collateral will at all times during the
term hereof be not less than the Minimum Value. In determining the value of the
Collateral for the purposes of this Section, no value will be given to any
financial assets or investment property in or controlled through the Securities
Account for less than 30 calendar days where such financial assets or investment
property either: (i) have been issued by an open-end investment company
(including money market funds and other open-end mutual funds) other than in
connection with reinvestment of dividends; or (ii) are part of a new issue with
respect to which MLPF&S participated as a member of the selling group or
syndicate.

6. Event of Default The occurrence of any of the following will constitute an
"Event of Default" hereunder: (a) the occurrence of an Event of Default under
the terms of any of the Loan Agreements; or (b) if Customer shall breach or
violate any of its covenants or warranties herein contained, and does not cure
such breach or violation within 10 Business Days after notice from MLBFS; or (c)
a default or Event of Default by Customer shall occur under the terms of any
other agreement, instrument or document with or intended for the benefit of
MLBFS, MLPF&S or any of their affiliates, and any required notice shall have
been given and required passage of time shall have elapsed; or (d) if Customer's
subscription to the Securities Account shall be terminated for any reason; or
(e) any event shall occur which shall reasonably cause MLBFS to in good faith
believe that the prospect of payment or performance by Customer has been
materially impaired (determined in a manner consistent with the intent of
Section 1-208 of the UCC); or (f) if at any time the aggregate immediate market
value of the Collateral shall be or become an amount less than the Minimum Value
(determined in a manner consistent with Section 5(e) hereof), and Customer shall
not within 1 Business Day of written demand by MLBFS deposit into the Securities

                                        2
Account additional financial assets or investment property acceptable to MLBFS
sufficient to increase such aggregate immediate market value to at least the
Minimum Value, or (g) any Bankruptcy Event shall occur.

7. Remedies. Upon the occurrence of any Event of Default and at any time
thereafter during the continuance thereof, MLBFS may, at its option, and in
addition to all other rights and remedies available to MLBFS: (a) by written
notice to MLPF&S, terminate all rights of Customer with respect to control of
the Collateral (it being understood, however, that upon the occurrence of any
Bankruptcy Event all rights of Customer with respect to control of the
Collateral shall automatically terminate without notice or other action on the
part of MLBFS), and thereby obtain the right to exclusive control over the
Collateral, including, without limitation, the right to cancel any open orders
and close any and all outstanding contracts, liquidate all or any part of the
Collateral, transfer the Securities Account or any other Collateral to the name
of MLBFS or its nominee, and withdraw any Collateral from the Securities
Account; and (b) exercise any one or more of the rights and remedies of a
secured party under the UCC. Any sale of Collateral pursuant to this Paragraph
may be made at MLBFS' discretion on any exchange or other market where such
business is usually transacted, or at public auction or private sale, and MLBFS
or MLBFS' agent may at any such sale be the purchaser for the account of MLBFS
or such agent. The proceeds of sale or other disposition of any of the
Collateral shall be applied by MLBFS on account of the Obligations, with any
excess paid over to Customer or its successors or assigns, as their interests
and rights may appear or whoever else may then be adjudged entitled thereto. To
the fullest extent permitted by law, Customer waives notice of any sale,
advertisement and all other notices and formalities whatsoever. All rights and
remedies available to MLBFS hereunder shall be cumulative and in addition to all
other rights and remedies otherwise available to it at law, in equity or
otherwise, and any one or more of such rights and remedies may be exercised
simultaneously or successively. No waiver by MLBFS of any Event of Default shall
waive any other or subsequent Event of Default. None of the provisions hereof
shall be held to have been waived by any act or knowledge of MLBFS, but only by
a written instrument executed by an officer of MLBFS and delivered to Customer.

8. Power of Attorney. Customer further agrees that MLBFS shall have and hereby
irrevocably grants to MLBFS, effective upon the occurrence and during the
continuance of any Event of Default, the full and irrevocable right, power and
authority in the name of Customer or in MLBFS' own name, to demand, collect,
withdraw, receipt for and sue for the Securities Account and any or all of the
other Collateral, and all amounts due or to become due and payable upon or with
respect to the Collateral; to execute any withdrawal receipts respecting any or
all of the Collateral; to endorse the name of Customer on any and all commercial
paper and other instruments given in payment therefor; and, in its discretion,
to take any and all further action (including, without limitation, the transfer
of the Securities Account or any other Collateral to the name of MLBFS or its
nominee) which MLBFS shall deem necessary or appropriate to preserve or protect
its interests hereunder.

9. Rights Absolute. The rights of MLBFS hereunder and with respect to the
Collateral are absolute and unconditional, and nothing that MLBFS does or leaves
undone shall affect such rights of MLBFS. Without limiting the foregoing, MLBFS
shall not as a condition of such rights be required to resort to any other
collateral or security, pursue or exhaust any remedy against Customer or any
other party or observe any formality of notice or otherwise (except as expressly
provided herein); and (ii) Customer hereby consents to, and waives notice of,
any extension, renewal or modification from time to time of any of the Loan
Agreements or any other agreement, instrument or document evidencing or securing
the Obligations, any extensions, forbearances, compromises or releases of any of
the Obligations, and the release of any party primarily or secondarily obligated
for the Obligations or of any other collateral therefor.

10. Limitation of MLBFS' Obligations. MLBFS shall not as a result of this
Security Agreement be subjected to any obligation or liability of Customer of
any manner or type with respect to the Collateral, including, but not limited
to, the duty to perform any covenants and agreements made by Customer; all of
which obligations and liabilities shall continue to rest upon Customer as though
this Security Agreement had not been made.

11. MLPF&S Not Authorized. CUSTOMER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING
THE AFFILIATION BETWEEN MLBFS AND MLPF&S, AND THE AGENCY RELATIONSHIP
ACKNOWLEDGED BY MLPF&S IN THE CONSENT HERETO, NEITHER MLPF&S NOR ANY OF ITS
EMPLOYEES ARE AUTHORIZED TO WAIVE ON BEHALF OF MLBFS ANY PROVISION HEREOF, OR
CONSENT ON BEHALF OF MLBFS TO ANY ACTION OR INACTION BY CUSTOMER, OR OTHERWISE
BIND MLBFS.

12. Term. This Security Agreement shall become effective when signed by
Customer, and shall continue in effect so long thereafter as any of the Loan
Agreements shall be in effect or there shall be any Obligations outstanding.

13. Miscellaneous.

(a) Customer waives notice of the acceptance hereof by MLBFS.

(b) Titles to Paragraphs are for convenience only and shall not be considered in
the interpretation hereof.

(c) This Security Agreement shall be binding upon Customer and Customer's heirs,
personal representatives, successors and assigns, as applicable, and shall inure
to the benefit of MLBFS and its successors and assigns, if there is more than
one "Customer", their obligations hereunder are joint and several.

(d) THIS WRITTEN SECURITY AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, MAY BE MODIFIED ONLY BY A
WRITTEN INSTRUMENT EXECUTED BY BOTH MLBFS AND CUSTOMER, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                                        3
(e) THIS SECURITY AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE
STATE OF ILLINOIS. WITHOUT LIMITING THE RIGHT OF MLBFS TO ENFORCE THIS SECURITY
AGREEMENT IN ANY JURISDICTION AND VENUE PERMITTED BY APPLICABLE LAW: (I)
CUSTOMER AGREES THAT THIS SECURITY AGREEMENT MAY AT THE OPTION OF MLBFS BE
ENFORCED BY MLBFS IN ANY JURISDICTION AND VENUE IN WHICH ANY OF THE LOAN
AGREEMENTS MAY BE ENFORCED, (II) CUSTOMER IRREVOCABLY SUBMITS ITSELF TO
JURISDICTION IN THE STATE OF ILLINOIS AND VENUE IN ANY STATE OR FEDERAL COURT IN
THE COUNTY OF COOK FOR SUCH PURPOSES, AND (III) CUSTOMER WAIVES ANY AND ALL
RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND THE CONVENIENCE OF ANY SUCH
FORUM AND ANY AND ALL RIGHTS TO REMOVE SUCH ACTION FROM STATE TO FEDERAL COURT.
CUSTOMER FURTHER AGREES THAT ANY CLAIM BY CUSTOMER AGAINST MLBFS HEREUNDER OR
WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE BROUGHT
AGAINST MLBFS ONLY IN AN ACTION OR PROCEEDING IN A FEDERAL OR STATE COURT IN THE
COUNTY OF COOK AND STATE OF ILLINOIS, AND CUSTOMER WAIVES THE RIGHT TO BRING ANY
SUCH ACTION OR PROCEEDING OR ASSERT ANY COUNTERCLAIM AGAINST MLBFS IN ANY OTHER
JURISDICTION OR BEFORE ANY OTHER FORUM. CUSTOMER FURTHER WAIVES THE RIGHT TO
BRING ANY NON-COMPULSORY COUNTERCLAIMS.

(f) CUSTOMER AND MLBFS HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES AGAINST THE OTHER PARTY IN ANY WAY RELATED TO OR ARISING OUT OF THIS
SECURITY AGREEMENT, ANY OF THE LOAN AGREEMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

Dated as of the day and year first above written.

RENT-A-WRECK OF AMERICA, INC. D/B/A "RENT-A-WRECK" AND "PRICELESS"

By:
   -----------------------------------------------------------------------------
   Signature (1)                        Signature (2)


   -----------------------------------------------------------------------------
   Printed Name                         Printed Name


   -----------------------------------------------------------------------------
   Title                                Title


ACCEPTED AT CHICAGO, ILLINOIS:

MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.

By:
   ------------------------------------

                                        4
                                                                          FR U-1
                                                               OMB No. 7100-0115
                                                 Approval Expires March 31, 2002

                BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

     Statement of Purpose for an Extension of Credit Secured by Margin Stock
                           (Federal Reserve Form U-1)

                 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
--------------------------------------------------------------------------------
                                  Name of Bank

This report is required by law (15 U.S.C. 78g and 78w: 12 CFR 221).

The Federal Reserve may not conduct or sponsor, and an organization (or a
person) is not required to respond to, a collection of information unless it
displays a currently valid OMB control number

Public reporting burden for this collection of information is estimated to
average 0.07 hours per response, including the time to gather and maintain data
in the required form and to review instructions and complete the information
collection. Send comments regarding this burden estimated or any other aspect of
this Collection of information, including suggestions for reducing this burden
to: Secretary, Board of Governors of the Federal Reserve System, 20th and C
Streets, N.W., Washington. DC 20551; and to the Office of Management and Budget,
Paperwork Reduction Project (7100-0011), Washington, DC 20503.

Instructions

1. This form must be completed when a bank extends credit in excess of $100,000
secured directly or indirectly, in whole or in part, by any margin stock.

2. The term "margin stock" is defined in Regulation U (12 CFR 221) and includes,
principally: (1) stocks that are registered on a national securities exchange;
(2) debt securities (bonds) that are convertible into margin stocks; (3) any
over-the-counter security designated as qualified for trading in the National
Market System under a designation plan approved by the Securities and Exchange
Commission (NMS security); and (4) shares of most mutual funds, unless 95
percent of the assets of the fund are continuously invested in U. S. government,
agency, state or municipal obligations.

3. Please print or type (if space is inadequate, attach separate sheet).

Part I To be completed by borrower(s)

1. What is the amount of the credit being extended? $1,500,000.00

2. Will any part of this credit be used to purchase or carry margin stock?
   [ ] Yes [X] No

IF THE ANSWER IS "NO", describe the specific purpose of the credit: To provide
working capital and/or for other lawful business purposes

I (We) have read this form and certify that to the best of my (our) knowledge
and belief the information given is true, accurate, and complete, and that the
margin stock and any other securities collateralizing this credit are authentic,
genuine, unaltered, and not stolen, forged or counterfeit.

Signed: Rent-A-Wreck of America, Inc. d/b/a "Rent-A-Wreck" and "Priceless"


-------------------------------------   ----------------------------------------
Borrower's signature          Date      Borrower's signature          Date


-------------------------------------   ----------------------------------------
Print or type name                      Print or type name

                     This form should not be signed in blank

A borrower who falsely certifies the purpose of a credit on this form or
otherwise willfully or intentionally evades the provisions of Regulation U will
also violate Federal Reserve Regulation X, "Borrowers of Securities Credit."

                                        1
Part II To be completed by bank only if the purpose of the credit is to purchase
or carry margin securities (Part I (2) answered "yes")

1. List the margin stock securing this credit: do not include debt securities
convertible into margin stock. The maximum loan value of margin stock is 50 per
cent of its current market value under the current Supplement to Regulation U.

--------------------------------------------------------------------------------
                                           Date and source of
                          Market Price          valuation         Total market
No. of shares    Issue      per share       (See note below)     value per issue
--------------------------------------------------------------------------------


2. List the debt securities convertible into margin stock securing this credit.
The maximum loan value of such debt securities is 50 percent of the current
market value under the current Supplement to Regulation U.

--------------------------------------------------------------------------------
                                          Date and source of
Principal                                      valuation          Total market
 Amount        Issue     Market Price      (See note below)      value per issue
--------------------------------------------------------------------------------


3. List other collateral including non-margin stock securing this credit.

--------------------------------------------------------------------------------
                                           Date and source of
                                                valuation             Good faith
Describe briefly        Market Price        (See note below)          loan value
--------------------------------------------------------------------------------


Note: Bank need not complete "Date and source of valuation" if the market value
was obtained from regularly published information in a journal of general
circulation or an automated quotation system.

Part III To be signed by a bank officer in all instances.

I am a duly authorized representative of the bank and understand that this
credit secured by margin stock may be subject to the credit restrictions of
Regulation U. I have read this form and any attachments, and I have accepted the
customer's statement in Part I in good faith as required by Regulation U*; and I
certify that to the best of my knowledge and belief, all the information given
is true, accurate, and complete. I also certify that if any securities that
directly secure the credit are not or will not be registered in the name of the
borrower or its nominee, I have or will cause to have examined the written
consent of the registered owner to pledge such securities. I further certify
that any securities that have been or will be physically delivered to the bank
in connection with this credit have been or will be examined, that all
validation procedures required by bank policy and the Securities Exchange Act of
1934 (section 17(f), as amended) have been or will be performed, and that I am
satisfied to the best of my knowledge and belief that such securities are
genuine and not stolen or forged and their faces have not been altered.


                                        Signed:


-------------------------------------   ----------------------------------------
Date                                    Bank officer's signature


-------------------------------------   ----------------------------------------
Title                                   Print or type name


*To accept the customer's statement in good faith, the officer of the bank must
be alert to the circumstances surrounding the credit and, if in possession of
any information that would cause a prudent person not to accept the statement
without inquiry, must have investigated and be satisfied that the statement is
truthful. Among the facts which would require such investigation are receipt of
the statement through the mail or from a third party.

         This form must be retained by the lender for three years after
                           the credit is extinguished.

                                        2