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                                                                   Exhibit 10.40





                         [NationsRent, Inc. Letterhead]





                                February __, 2002

[Name of Participant]
[Address]
[Address]

            Re: NATIONSRENT, INC. KEY EMPLOYEE SEVERANCE BENEFIT PLAN

Dear [Name]:

         You are a key member of a select group of NationsRent, Inc.'s
management team. NationsRent, Inc. (the "Company") accordingly has an interest
in creating and preserving an environment which will permit you to give
undivided attention to your duties and responsibilities. That interest is
especially strong during the potentially distracting circumstances related to
the Company's financial condition created by the current business environment.

         The NationsRent, Inc. Key Employee Severance Benefit Plan, a copy of
which is attached as EXHIBIT 1 hereto (the "Plan"), as a plan for a select group
of management employees, addresses the above needs. It is intended to provide
you with: (i) an enhanced severance benefit; and (ii) a continuation of your
Employee Benefits (as defined in the Plan) generally for the period described
below, in each case, if you suffer an Employment Loss (as defined in the Plan)
during the Term (as defined in the Plan) for which the Plan is in effect.

         Specifically, under and subject to the terms of the Plan, if you suffer
an Employment Loss during the Term, you will be paid a lump-sum Severance Award
(as defined in the Plan), which will be determined by multiplying your monthly
Base Salary (as defined in the Plan) in effect at the time you suffer the
Employment Loss by _____ (which is your "Severance Award Factor"). Thus, based
on your current monthly Base Salary of $________, you would be entitled to a
lump-sum Severance Award of $______ if you were to suffer an Employment Loss as
of the date of this letter (i.e., $________ x ___ = $____________). In addition,
you will also generally be entitled to receive your Employee Benefits for a
period after your Employment Loss equal to one (1) month times your Severance
Award Factor.


<PAGE>
[Name of Participant]
January __, 2002
Page 2


         It should be noted that, if and to the extent you become entitled to
receive payments and/or benefits under both the Plan as well as under the
NationsRent, Inc. severance policy (a copy of which is attached as EXHIBIT 2
hereto), then you only will be entitled to receive the payment and/or benefits
under the arrangement which provides you with the greatest payment and benefits.

         Please read the provisions of the Plan, which are attached as EXHIBIT 1
hereto -- as the terms and conditions of the Plan govern your rights to receive
your Severance Award. If you find them acceptable and agree to be bound by them,
please so indicate by signing this letter and returning it to Steve Morse, Chief
Administrative Officer, no later than ten (10) business days after the date of
this letter. You will not be covered by the Plan unless and until you take these
steps.

         You are under no obligation to participate in the Plan and should feel
no pressure to do so. The Company believes the Plan is in both its and your best
interests. Whether you participate, however, is ultimately your decision.

                                       Very truly yours,

                                       Ezra Shashoua
                                       Executive Vice President &
                                       Chief Financial Officer

Accepted:


--------------------------------------------
[Name]



<PAGE>
                                    EXHIBIT 1

                                NATIONSRENT, INC.
                KEY EMPLOYEE SEVERANCE BENEFIT PLAN (THE "PLAN")

1. IMPORTANT DEFINITIONS

Under this Plan:

"Award Letter" means the award letter to you, executed by an executive officer
of the Company, notifying you of your right to participate in this Plan.

"Bankruptcy Court" means the United States Bankruptcy Court for the District of
Delaware.

"Base Salary" means your annual salary (excluding incentive compensation or
other bonuses) at the value in effect at the time of termination or on the
Effective Date, whichever is higher.

"Board" means the Board of Directors of the Company.

"Cause" means: (i) your commission of a felony or other crime that is manifestly
injurious to the Company or its affiliates or your commission of any act or
omission involving dishonesty, disloyalty or fraud with respect to the Company
or any of its affiliates or any of their customers or suppliers; (ii) your
reporting to work under the influence of alcohol or illegal drugs, the use of
illegal drugs (whether or not at the workplace), or other repeated conduct
causing the Company or any of its affiliates public disgrace or disrepute or
economic harm; (iii) your repeated failure to perform duties as reasonably
directed by your supervisor or the Board, as the case may be; or (iv) your gross
negligence or willful misconduct with respect to the Company or any of its
affiliates.

"Company" means NationsRent, Inc.

"D&O Insurance" means insurance that insures persons serving as corporate
directors and officers of the Company (or any of its subsidiaries) against
claims asserted against such persons and incurred by such persons in their
capacity, or arising out of such persons' status, as corporate directors or
officers of the Company (or any of its subsidiaries).

"Effective Date" means the date on which the Bankruptcy Court enters an order
approving the Plan.

"Employee Benefits" means the health and welfare benefits (but not stock option,
performance share, performance unit, stock purchase, stock appreciation,
automobile, social or professional clubs or other organizations, or similar
compensatory benefits) in the nature of health, medical, dental, life, and
disability insurance plans and benefits (including, without limitation, D&O
Insurance) substantially similar to those that you were receiving or entitled to
receive immediately prior to your Employment Loss. If and to the extent that any
benefit described in this definition of "Employee Benefits" is not or cannot be
paid or provided under any policy, plan, program, or arrangement of the Company,
then the Company will itself pay or provide for



                                                                     Page 1 of 4
<PAGE>

the payment to you and your dependents and beneficiaries, of such benefits along
with, in the case of any benefit described in this definition of "Employee
Benefits" which is subject to tax because it is not or cannot be paid or
provided under any such policy, plan, program, or arrangement of the Company, an
additional amount such that after payment by you and your dependents or
beneficiaries, as the case may be, of all taxes so imposed, the recipient
retains an amount equal to such taxes. Notwithstanding the foregoing, or any
other provision of this Plan, for purposes of determining the period of
continuation coverage to which you or any of your dependents is entitled
pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the
"Code"), under the Company's medical, dental, and other group health plans, or
successor plans, your "qualifying event" shall be the last day of your Employee
Benefits Period and you shall be considered to have remained actively employed
on a full-time basis through that date. Any Employee Benefits otherwise
receivable by you pursuant to this Plan will be reduced to the extent comparable
welfare benefits are actually received by you from another employer at any time
prior to the first anniversary of the date of your Employment Loss, and any such
benefits actually received by you shall be reported by you to the Company.

"Employee Benefits Period" has the meaning set forth in Section 3 of this Plan.

"Employment Loss" means: (i) any actual termination by the Company of your
employment during the Term which is without Cause; or (ii) if you voluntarily
terminate your employment during the Term for Good Reason.

"Good Reason" means: (i) any material and substantial diminution by your
supervisor or the Board, as the case may be, of your position, duties, or
responsibilities; (ii) any reduction in your Base Salary or material reduction
in your Employee Benefits; or (iii) a requirement by your supervisor or the
Board, as the case may be, that you relocate your primary residence, principal
office location, or principal place of business to a place outside the fifty
(50) mile radius away from your current principal office location without your
consent.

"Severance Award" has the meaning set forth in Section 3 of this Plan.

"Severance Award Factor" means the "Severance Award Factor" set forth in your
Award Letter.

"Term" means the period commencing on the Effective Date and expiring on the
Termination Date.

"Termination Date" means the date which is one (1) year after the first to occur
of the following: (i) the effective date of a confirmed Plan of Reorganization
of the Company in a case filed with respect to the Company under chapter 11 of
the Bankruptcy Reform Act of 1978, as amended from time to time (the "Bankruptcy
Code"); (ii) the date of consummation of the sale of substantially all of the
assets of the Company; (iii) the date that the Company is merged, consolidated,
or reorganized into or with any other entity; and (iv) the date of consummation
of a transaction that is a change in control transaction of the type required to
be reported under Item 1 to Form 8-K (or any successor schedule, form, or report
or item therein) with the Securities and Exchange Commission.



                                                                     Page 2 of 4
<PAGE>

2. YOUR ELIGIBILITY AND COMMITMENTS

Subject to the terms and conditions of this Plan, you are eligible to
participate in this Plan if you received an Award Letter. You must comply with
the terms of this Plan in order to receive benefits under this Plan. It is
understood, of course, nothing in this Plan shall be construed as limiting the
Company's right to terminate your employment at any time, subject only to
providing the benefits specified under other provisions of this Plan in
accordance with the terms of those provisions.

3. COMMITMENTS OF THE COMPANY

You will be eligible to receive benefits under this Plan if you suffer an
Employment Loss at any time during the Term. In order to receive benefits under
this Plan, you must have been deemed eligible by the Company (as described in
Section 2 above) and have executed a General Release (the form of which is
attached as ANNEX A hereto). If all of the conditions described in the foregoing
two sentences have occurred and you have executed and delivered a General
Release to the Company after your Employment Loss, then, on the first business
day after the expiration of the 7-day revocation period referred to in Section
12(G) of the General Release, the Company will be obligated to:

         A.       pay you in a lump sum your Severance Award (which payment will
                  be subject to all applicable federal, state and local tax
                  withholdings); and

         B.       continue to provide you (at the Company's sole cost and
                  expense) with the Employee Benefits during the period
                  commencing on the date of your Employment Loss and continuing
                  for a period equal to one (1) month times your Severance Award
                  Factor (the "Employee Benefits Period"); PROVIDED, HOWEVER,
                  that, if immediately prior to your Employment Loss you were
                  covered as an insured under the Company's D&O Insurance, the
                  Company will be obligated to continue your coverage under the
                  Company's D&O Insurance or provide you with similar coverage,
                  in either case, on substantially the same terms and conditions
                  until the third anniversary of the date of your Employment
                  Loss.

If you fail or refuse to execute a General Release, you shall not be entitled to
receive any benefits under this Plan.

Your "Severance Award" shall equal the product of your monthly Base Salary (as
in effect at the time of your Employment Loss) multiplied by your Severance
Award Factor.

Notwithstanding anything to the contrary in this Plan, if and to the extent: (i)
you are entitled to receive a payment and/or benefits under the NationsRent,
Inc. severance policy and this Plan, then you only are entitled to receive the
payment and/or benefits from the arrangement providing you with the greatest
payment and benefits; and (ii) you are party to a change of control, severance,
or other similar agreement with the Company, you waive any and all rights you
have under such agreement(s) as a condition precedent to participating in this
Plan.


                                                                     Page 3 of 4
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You shall not be required to mitigate the amount of the above benefits by
seeking other employment or otherwise, nor shall such amount be reduced by any
compensation received from other employment. The Company, of course, shall also
be obligated to pay your accrued Base Salary through the date of any such
termination plus accrued unused vacation.

If you die after you suffer an Employment Loss but before you receive your
Severance Award, the Company will pay your Severance Award to your estate;
provided, however, that you or your estate, as the case may be, have complied
with the terms of this Plan (including, without limitation, execution of a
General Release).

The Company shall be obligated to require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of the Company, by a written
agreement that is part of such transaction, to assume and perform in their
entirety all provisions of this Plan. To the extent that the terms of this Plan
conflict with your Award Letter, the terms of this Plan will govern.

4. CLAIMS PROCEDURE AND CERTAIN TERMINATION PROCEDURES

Any claims of Employment Loss under this Plan must be communicated in writing to
the Chief Administrative Officer, NationsRent, Inc., 450 East Las Olas Blvd.,
Suite 1400, Ft. Lauderdale, Florida, 33301, and shall indicate the specific
provisions of this Plan relied on and shall set forth in reasonable detail all
relevant facts and circumstances to support a claim of Employment Loss under
this Plan.

Your failure to assert a claim of Employment Loss under this Plan within one
hundred eighty (180) days of first becoming aware of facts allegedly
constituting such Employment Loss shall be deemed a waiver of such claim. No
such waiver shall be deemed, or shall constitute a waiver of any subsequent
claim of Employment Loss based on allegations of different or subsequent facts.

5. EFFECTIVE PERIOD OF THE PLAN

This Plan will be in effect throughout the Term; PROVIDED, HOWEVER, the
termination of this Plan will not allow the Company (or any successor or assign)
to avoid its obligations arising before the Termination Date to pay your
Severance Award or continue your Employee Benefits in accordance with this Plan.
This Plan may not be terminated earlier or otherwise amended without the prior
written consent of both you and the Company.



                                                                     Page 4 of 4
<PAGE>
                                     ANNEX A

                                 GENERAL RELEASE

         I, ___________________, in consideration of and subject to the
performance by NationsRent, Inc., a Delaware corporation (together with its
affiliates, the "Company"), of its obligations under the NationsRent, Inc. Key
Employee Severance Benefit Plan (the "Plan"), do hereby release and forever
discharge as of the date hereof the Company and all present and former
directors, officers, agents, representatives, employees, successors and assigns
of the Company and its direct or indirect owners (collectively, the "Released
Parties") to the extent provided below.

1.       I understand that any payments or benefits paid or granted to me under
         the Plan represent, in part, consideration for signing this General
         Release and are not salary, wages, or benefits to which I was already
         entitled. I understand and agree that I will not receive the payments
         and benefits specified in the Plan unless I execute this General
         Release and do not revoke this General Release within the time period
         permitted hereafter or breach this General Release.

2.       Except as provided in Section 4 of this General Release, I knowingly
         and voluntarily release and forever discharge the Company and the other
         Released Parties from any and all claims, controversies, actions,
         causes of action, cross-claims, counter-claims, demands, debts,
         compensatory damages, liquidated damages, punitive or exemplary
         damages, other damages, claims for costs and attorneys' fees, or
         liabilities of any nature whatsoever in law and in equity, both past
         and present (through the date of this General Release) and whether
         known or unknown, suspected, or claimed against the Company or any of
         the Released Parties that I, my spouse, or any of my heirs, executors,
         administrators or assigns, may have, which arise out of or are
         connected with my employment with, or my separation from, the Company
         (including, but not limited to, any allegation, claim or violation,
         arising under: Title VII of the Civil Rights Act of 1964, as amended;
         the Civil Rights Act of 1991; the Age Discrimination in Employment Act
         of 1967, as amended (including the Older Workers Benefit Protection
         Act); the Equal Pay Act of 1963, as amended; the Americans with
         Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
         Civil Rights Act of 1866, as amended; the Worker Adjustment Retraining
         and Notification Act; the Employee Retirement Income Security Act of
         1974; any applicable Executive Order Programs; the Fair Labor Standards
         Act; or their state or local counterparts; or under any other federal,
         state or local civil or human rights law, or under any other local,
         state, or federal law, regulation or ordinance; or under any public
         policy, contract or tort, or under common law; or arising under any
         policies, practices or procedures of the Company; or any claim for
         wrongful discharge, breach of contract, infliction of emotional
         distress, defamation; or any claim for costs, fees, or other expenses,
         including attorneys' fees incurred in these matters) (all of the
         foregoing collectively referred to herein as the "Claims"); PROVIDED,
         HOWEVER, that, except as provided in Section 4, the term "Claims" shall
         not include any rights: (i) arising under the Plan; or (ii) for
         indemnification or reimbursement arising under Section 145 of the





                                                                     Page 1 of 4
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         Delaware General Corporation Law (or any similar applicable statutes of
         any other states) or the Company's Certificate of Incorporation or
         Bylaws.

3.       I represent that I have made no assignment or transfer of any right,
         claim, demand, cause of action, or other matter covered by Section 2 of
         this General Release.

4.       I agree that this General Release does not waive or release any rights
         or claims that I may have under the Age Discrimination in Employment
         Act of 1967, as amended, that arise after the date I execute this
         General Release. I acknowledge and agree that my separation from
         employment with the Company in compliance with the terms of the Plan
         shall not serve as the basis for any claim or action (including,
         without limitation, any claim under the Age Discrimination in
         Employment Act of 1967, as amended).

5.       In signing this General Release, I acknowledge and intend that it shall
         be effective as a bar to each and every one of the Claims hereinabove
         mentioned or implied. I expressly consent that this General Release
         shall be given full force and effect according to each and all of its
         express terms and provisions, including those relating to unknown and
         unsuspected Claims (notwithstanding any state statute that expressly
         limits the effectiveness of a general release of unknown, unsuspected
         and unanticipated Claims), if any, as well as those relating to any
         other Claims hereinabove mentioned or implied. I acknowledge and agree
         that this waiver is an essential and material term of this General
         Release and that without such waiver the Company would not have agreed
         to the terms of the Plan. I further agree that in the event I should
         bring a Claim seeking damages against the Company, or in the event I
         should seek to recover against the Company in any Claim brought by a
         governmental agency on my behalf, this General Release shall serve as a
         complete defense to such Claims. I further agree that I am not aware of
         any pending charge or complaint of the type described in Section 2 of
         this General Release as of the execution of this General Release.

6.       I agree that neither this General Release, nor the furnishing of the
         consideration for this General Release, shall be deemed or construed at
         any time to be an admission by the Company, any Released Party or
         myself of any improper or unlawful conduct.

7.       I agree that I will forfeit all amounts payable by the Company pursuant
         to the Plan if I challenge the validity of this General Release. I also
         agree that if I violate this General Release by suing the Company or
         the other Released Parties, I will pay all costs and expenses of
         defending against the suit incurred by the Released Parties, including
         reasonable attorneys' fees, and return all payments received by me
         pursuant to the Plan.

8.       I agree that this General Release is confidential and agree not to
         disclose any information regarding the terms of this General Release,
         except to my immediate family and any tax, legal or other counsel I
         have consulted regarding the meaning or effect hereof or as required by
         law, and I will instruct each of the foregoing not to disclose the same
         to anyone.

9.       Any non-disclosure provision in this General Release does not prohibit
         or restrict me (or my attorney) from responding to any inquiry about
         this General Release or its underlying facts and circumstances by the
         Securities and Exchange Commission (SEC), the National Association of
         Securities Dealers, Inc. (NASD), any other self-regulatory organization
         or governmental entity.

10.      I agree to reasonably cooperate with the Company in any internal
         investigation or administrative, regulatory, or judicial proceeding. I
         understand and agree that my cooperation may include, but not be
         limited to, making myself available to the Company




                                                                     Page 2 of 4
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         upon reasonable notice for interviews and factual investigations;
         appearing at the Company's request to give testimony without requiring
         service of a subpoena or other legal process; volunteering to the
         Company pertinent information; and turning over to the Company all
         relevant documents that are or may come into my possession all at times
         and on schedules that are reasonably consistent with my other permitted
         activities and commitments. I understand that in the event the Company
         asks for my cooperation in accordance with this provision, the Company
         will reimburse me solely for reasonable travel expenses, including
         lodging and meals, upon my submission of receipts.

11.      Whenever possible, each provision of this General Release shall be
         interpreted in such a manner as to be effective and valid under
         applicable law, but if any provision of this General Release is held to
         be invalid, illegal or unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or unenforceability shall not affect any other provision or any other
         jurisdiction, but this General Release shall be reformed, construed and
         enforced in such jurisdiction as if such invalid, illegal or
         unenforceable provision had never been contained herein.

12.      BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

         1.       I HAVE READ IT CAREFULLY;

         2.       I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP
                  IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER
                  THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED,
                  TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE
                  EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF
                  1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
                  AS AMENDED;

         3.       I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

         4.       I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE
                  EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND
                  CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

         5.       I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF
                  THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON THE EFFECTIVE
                  DATE (AS DEFINED IN THE PLAN) TO CONSIDER IT AND THE CHANGES
                  MADE SINCE THE EFFECTIVE DATE (AS DEFINED IN THE PLAN) VERSION
                  OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE
                  REQUIRED 21-DAY PERIOD;

         6.       THE CHANGES TO THE PLAN SINCE THE EFFECTIVE DATE (AS DEFINED
                  IN THE PLAN) EITHER ARE NOT MATERIAL OR WERE MADE AT MY
                  REQUEST;

         7.       I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF
                  THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT
                  BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD
                  HAS EXPIRED;

         8.       I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY
                  AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH
                  RESPECT TO IT; AND




                                                                     Page 3 of 4
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         9.       I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE
                  AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT
                  IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
                  COMPANY AND BY ME.





DATE: __________________, 200___               BY:
                                                  ------------------------------






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