<PAGE>
                                                                   EXHIBIT 4.54

                  WARRANT AGREEMENT dated as of September 28, 2001 between ANC
Rental Corporation, a Delaware corporation (the "COMPANY"), and The Bank of
New York, a New York banking corporation, as Warrant Agent (the "WARRANT
AGENT").

                  WHEREAS, on the date hereof the Company is issuing 3,660,221
Common Stock Purchase Warrants, as hereinafter described (the "WARRANTS"),
which in the aggregate initially entitle the holders thereof to purchase
3,660,221 shares of Common Stock of the Company (the "COMMON STOCK") which
constitute 7.5% of the Common Stock outstanding (on a Fully Diluted Basis) on
June 30, 2000 (the Common Stock issuable on exercise of the Warrants being
referred to herein as the "WARRANT SHARES"), in connection with the Sixteenth
Amendment, dated the date hereof, to the Senior Loan Agreement dated as of June
30, 2000, among the Company, Lehman Brothers Inc. as arranger, Lehman
Commercial Paper Inc. as syndication agent and Lehman Commercial Paper Inc.
(the "ADMINISTRATIVE AGENT"), in exchange for an equal number of warrants
previously issued for the benefit of the Administrative Agent. Capitalized
terms used and not otherwise defined herein have the meanings ascribed thereto
in the Senior Loan Agreement.

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing so to act, in
connection with the issuance, transfer, exchange and exercise of Warrants and
other matters as provided herein;

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as follows:

                  SECTION 1. Appointment of Warrant Agent

                  The Company hereby appoints the Warrant Agent to act as
agent for the Company in accordance with the instructions set forth hereinafter
in this Agreement, and the Warrant Agent hereby accepts such appointment.

                  SECTION 2. Warrant Certificates. The certificates evidencing
the Warrants (the "WARRANT CERTIFICATES") to be delivered pursuant to this
Agreement shall be in registered form only and shall be substantially in the
form set forth in Exhibit A attached hereto.

                  SECTION 3. Execution of Warrant Certificates. Warrant
Certificates shall be signed on behalf of the Company by its Chairman of the
Board or its President or a Vice President and by its Secretary or an Assistant
Secretary. Each such signature upon the Warrant Certificates may be in the form
of a facsimile signature of the present or any future Chairman of the Board,
President, Vice President, Secretary or Assistant Secretary and may be
imprinted or otherwise reproduced on the Warrant Certificates and for that
purpose the Company may adopt and use the facsimile signature of any person who
shall have been Chairman of the Board, President, Vice President, Secretary or
Assistant Secretary, notwithstanding the fact that at the time the Warrant
Certificates shall be countersigned and delivered or disposed of he or she
shall have ceased to hold such office.

                  In case any officer of the Company who shall have signed any
of the Warrant Certificates shall cease to be such officer before the Warrant
Certificates so signed shall have
<PAGE>

been countersigned by the Warrant Agent, or disposed of by the Company, such
Warrant Certificates nevertheless may be countersigned and delivered or
disposed of as though such person had not ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by
any person who, at the actual date of the execution of such Warrant
Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement
any such person was not such officer.

                  Warrant Certificates shall be dated the date of
countersignature by the Warrant Agent.

                  SECTION 4. Registration and Countersignature. Upon the
issuance of the Warrants to LB I Group, Inc., the Warrant Agent shall number
and register such Warrants in the names, denominations and exercisable for such
number of shares of Common Stock as directed in writing by LB I Group, Inc.

                  Warrant Certificates shall be manually countersigned by the
Warrant Agent and shall not be valid for any purpose unless so countersigned.
The Warrant Agent shall, upon written instructions of the Chairman of the
Board, the President, a Vice President, the Treasurer or the Chief Financial
Officer of the Company, initially countersign, issue and deliver Warrants
collectively for all Warrants outstanding entitling the holders thereof to
purchase not more than the number of Warrant Shares referred to above in the
first recital hereof and shall countersign and deliver Warrants as otherwise
provided in this Agreement.

                  The Company and the Warrant Agent may deem and treat the
registered holder(s) of the Warrant Certificates as the absolute owner(s)
thereof (notwithstanding any notation of ownership or other writing thereon
made by anyone), for all purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary.

                  SECTION 5. Registration of Transfers and Exchanges. The
Warrant Agent shall from time to time, subject to the limitations of Section 6
hereof, register the transfer of any outstanding Warrant Certificates upon the
records to be maintained by it for that purpose, upon surrender thereof duly
endorsed or accompanied (if so required by the Warrant Agent) by a written
instrument or instruments of transfer in form satisfactory to the Warrant
Agent, duly executed by the registered holder or holders thereof or by a duly
authorized attorney. Upon any such registration of transfer, a new Warrant
Certificate shall be issued to the transferee(s) and the surrendered Warrant
Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant
Certificates shall thereafter be disposed of by the Warrant Agent in its
customary manner.

                  The Warrant holders agree that they shall give five days
prior written notice of transfer to the Company and that prior to any proposed
transfer of the Warrants or of the Warrant Shares, if such transfer is not made
pursuant to an effective Registration Statement under the Securities Act of
1933, as amended (the "ACT"), the Warrant holders shall deliver to the Company


                                       2
<PAGE>

         (1)      an opinion of counsel reasonably acceptable to the Warrant
Agent and the Company that the Warrant or Warrant Shares may be transferred
without registration under the Act;

         (2)      customary representations and warranties, and covenants,
regarding the transferee and the investment that are reasonably satisfactory to
the Company signed by the proposed transferee;

         (3)      an agreement by such transferee to the impression of the
restrictive investment legend set forth below on the Warrant or the Warrant
Shares; and

         (4)      an agreement by such transferee to be bound by the provisions
of this Agreement.

                  It is understood that the Warrants and the Warrant Shares may
not be transferred until they are released from escrow pursuant to the
Agreement.

                  The Warrant holders agree that each certificate representing
Warrant Shares will bear a legend in substantially the following form:

                  "The securities evidenced or constituted hereby have been
                  acquired for investment and have not been registered under
                  the Securities Act of 1933, as amended. Such securities may
                  not be sold, transferred, pledged or hypothecated unless the
                  registration provisions of said Act have been complied with
                  or unless the Company has received an opinion of counsel
                  reasonably acceptable to the Warrant Agent and the Company
                  that such registration is not required."

                  Subject to the terms of this Agreement, Warrant Certificates
may be exchanged at the option of the holder(s) thereof, when surrendered to
the Warrant Agent at its principal office, which is currently located at the
address listed in Section 17 hereof, for another Warrant Certificate or other
Warrant Certificates of like tenor and representing in the aggregate a like
number of Warrants. Any holder desiring to exchange a Warrant Certificate shall
deliver a written request to the Warrant Agent, and shall surrender, duly
endorsed or accompanied (if so required by the Warrant Agent) by a written
instrument or instruments of transfer in form satisfactory to the Warrant
Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant
Certificates surrendered for exchange shall be cancelled by the Warrant Agent.
Such cancelled Warrant Certificates shall then be disposed of by such Warrant
Agent in its customary manner.

                  The Warrant Agent is hereby authorized to countersign, in
accordance with the provisions of this Section 5 and of Section 4 hereof, the
new Warrant Certificates required pursuant to the provisions of this Section 5.

                  SECTION 6. Terms and Release of Warrants.

                  (a) Terms of Warrants.


                                       3
<PAGE>

                  The initial exercise price per share at which Warrant Shares
shall be purchasable upon the exercise of Warrants (the "EXERCISE PRICE") shall
be $0.01 per share. The Warrants shall be initially exercisable in the
aggregate for that number of shares of Common Stock equal to 7.5% of the fully
diluted Common Stock outstanding on June 30, 2000 (calculated after giving
effect to the exercise of such Warrants and all options, warrants and rights to
acquire Common Stock in existence on such date and the conversion or exchange
of all convertible or exchangeable securities in existence on such date for the
maximum number of shares of Common Stock obtainable whether or not such
options, warrants or rights are then exercisable or vested and whether or not
such convertible or exchangeable securities are then convertible or
exchangeable) (a "FULLY DILUTED BASIS").

                  Subject to the terms of this Agreement, each Warrant holder
shall have the right, which may be exercised immediately and until 5:00 p.m.,
New York City time on June 30, 2010, to receive from the Company the number of
fully paid and nonassessable Warrant Shares which the holder may at the time be
entitled to receive on exercise of such Warrants and payment of the Exercise
Price then in effect for such Warrant Shares. In the alternative, each Warrant
holder may exercise its right, during the exercise period, to receive Warrant
Shares on a net basis, such that, without the exchange of any funds, the holder
receives that number of Warrant Shares otherwise issuable (or payable) upon
exercise of its Warrants less that number of Warrant Shares having an aggregate
fair market value (as defined below) at the time of exercise equal to the
aggregate Exercise Price that would otherwise have been paid by the holder of
the Warrant Shares upon such exercise. Each Warrant not exercised prior to 5:00
p.m., New York City time, on June 30, 2010 shall become void and all rights
thereunder and all rights in respect thereof under this Agreement shall cease
as of such time. No adjustments as to dividends will be made upon exercise of
the Warrants. For purposes of this paragraph of Section 6, "FAIR MARKET VALUE"
shall be (1) if the Common Stock is reported on an interdealer quotation
system, the last reported sales price per share, or if there is no reported
sales price, the average of the last bid and ask per share, of the Common Stock
on the trading day immediately prior to the exercise date, (2) if the Common
Stock is listed on a securities exchange, the average of the closing prices of
the Common Stock for the five consecutive trading days on the principal
securities exchange on which the Common Stock is so listed immediately prior to
the Escrow Release Date, or (3) if the Common Stock is not so reported or
listed, as reasonably determined by the Company's Board of Directors as
supported by an opinion of a nationally recognized investment banking firm.

                  A Warrant may be exercised upon surrender to the Company at
the principal office of the Warrant Agent, which is currently located at the
address listed in Section 17 hereof, of the certificate or certificates
evidencing the Warrants to be exercised with the form of election to purchase
on the reverse thereof duly filled in and signed and such other documentation
as the Warrant Agent may reasonably request, and upon payment to the Warrant
Agent for the account of the Company of the Exercise Price which is set forth
in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as
herein provided, for the number of Warrant Shares in respect of which such
Warrants are then exercised. Payment of the aggregate Exercise Price shall be
made (i) in cash or by certified or official bank check payable to the order of
the


                                       4
<PAGE>

Company in New York Clearing House Funds, or the equivalent thereof or (ii)
in the manner provided in this Section 6.

                  Subject to the provisions of Section 7 hereof, upon such
surrender of Warrants and payment of the Exercise Price, the Company shall
issue and cause to be delivered with all reasonable dispatch to and in such
name or names as the Warrant holder may designate, a certificate or
certificates for the number of full Warrant Shares issuable upon the exercise
of such Warrants together with cash as provided in Section 12 hereof; provided,
however, that if any consolidation, merger or lease or sale of assets is
proposed to be effected by the Company as described in subsection (j) of
Section 11 hereof, or a tender offer or an exchange offer for shares of Common
Stock of the Company shall be made, upon such surrender of Warrants and payment
of the Exercise Price as aforesaid, the Company shall, as soon as reasonably
practicable, but in any event not later than three business days thereafter,
issue and cause to be delivered the full number of Warrant Shares issuable upon
the exercise of such Warrants in the manner described in this sentence together
with cash as provided in Section 12 hereof. Such certificate or certificates
shall be deemed to have been issued and any person so designated to be named
therein shall be deemed to have become a holder of record of such Warrant
Shares as of the date of the surrender of such Warrants and payment of the
Exercise Price.

                  The Warrants shall be exercisable, at the election of the
holders thereof, either in full or from time to time in part and, in the event
that a certificate evidencing Warrants is exercised in respect of fewer than
all of the Warrant Shares issuable on such exercise at any time prior to the
date of expiration of the Warrants, a new certificate evidencing the remaining
Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably
authorized to countersign and to deliver the required new Warrant Certificate
or Certificates pursuant to the provisions of this Section 6 and of Section 4
hereof, and the Company, whenever required by the Warrant Agent, shall supply
the Warrant Agent with Warrant Certificates duly executed on behalf of the
Company for such purpose. The Warrant Agent may assume that any Warrant
presented for exercise is permitted to be so exercised under applicable law and
shall have no liability for acting in reliance on such assumption.

                  All Warrant Certificates surrendered upon exercise of
Warrants shall be canceled by the Warrant Agent. Such canceled Warrant
Certificates shall then be disposed of by the Warrant Agent in its customary
manner. The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently pay to the Company all monies received by
the Warrant Agent for the purchase of the Warrant Shares through the exercise
of such Warrants.

                  The Warrant Agent shall keep copies of this Agreement and any
notices given or received hereunder available for inspection by the holders
with reasonable prior written notice during normal business hours at its
office. The Company shall supply the Warrant Agent from time to time with such
numbers of copies of this Agreement as the Warrant Agent may request.

                  SECTION 7. Payment of Taxes. The Company will pay all
documentary stamp taxes attributable to the initial issuance of Warrant Shares
upon the exercise of Warrants;


                                       5
<PAGE>

provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the issue of
any Warrant Certificates or any certificates for Warrant Shares in a name other
than that of the registered holder of a Warrant Certificate surrendered upon
the exercise of a Warrant, and the Company shall not be required to issue or
deliver such Warrant Certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.

                  SECTION 8. Mutilated or Missing Warrant Certificates. In case
any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed,
the Company shall issue and the Warrant Agent shall countersign, in exchange
and substitution for and upon cancellation of the mutilated Warrant
Certificate, or in lieu of and substitution for the Warrant Certificate lost,
stolen or destroyed, a new Warrant Certificate of like tenor and representing
an equivalent number of Warrants, but only upon receipt of evidence reasonably
satisfactory to the Company and the Warrant Agent of such loss, theft or
destruction of such Warrant Certificate and indemnity, if requested, also
reasonably satisfactory to the Company and the Warrant Agent; provided that if
the owner of the same is Lehman Brothers Inc. or any affiliate thereof or an
institutional lender or investor, its own agreement of indemnity shall be
deemed to be satisfactory. Applicants for such new Warrant Certificates must
pay such reasonable charges as the Company may prescribe.

                  SECTION 9. Reservation of Warrant Shares. The Company will at
all times reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Common Stock or its authorized and
issued Common Stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the
maximum number of shares of Common Stock which may then be deliverable upon the
exercise of all outstanding Warrants. The Warrant Agent shall have no duty to
verify availability of such shares set aside by the Company.

                  The Company or, if appointed, the transfer agent for the
Common Stock (the "TRANSFER AGENT") and every subsequent transfer agent for any
shares of the Company's Common Stock issuable upon the exercise of any of the
rights of purchase aforesaid will be irrevocably authorized and directed at all
times to reserve such number of authorized shares as shall be required for such
purpose. The Company will keep a copy of this Agreement on file with the
Transfer Agent and with every subsequent transfer agent for any shares of the
Company's Common Stock issuable upon the exercise of the rights of purchase
represented by the Warrants. The Warrant Agent is hereby irrevocably authorized
to requisition from time to time from such Transfer Agent the stock
certificates required to honor outstanding Warrants upon exercise thereof in
accordance with the terms of this Agreement. The Company will supply such
Transfer Agent with duly executed certificates for such purposes and will
provide or otherwise make available any cash which may be payable as provided
in Section 12 hereof. The Company will furnish such Transfer Agent a copy of
all notices of adjustments and certificates related thereto, transmitted to
each holder pursuant to Section 13 hereof.


                                       6
<PAGE>

                  Before taking any action which would cause an adjustment
pursuant to Section 11 hereof to reduce the Exercise Price below the then par
value (if any) of the Warrant Shares, the Company will take any commercially
reasonable corporate action which may, in the opinion of its counsel (which may
be counsel employed by the Company), be necessary in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares at the
Exercise Price as so adjusted.

                  The Company covenants that all Warrant Shares which may be
issued upon exercise of Warrants will, upon payment of the Exercise Price
therefor and issue, be fully paid, nonassessable, free of preemptive rights and
free from all taxes, liens, charges and security interests with respect to the
issue thereof.

                  SECTION 10. Obtaining Stock Exchange Listings. The Company
will from time to time take all commercially reasonable actions which may be
necessary so that the Warrant Shares, immediately upon their issuance upon the
exercise of Warrants, will be listed on the principal securities exchanges and
markets within the United States of America, if any, on which other shares of
Common Stock are then listed.

                  SECTION 11. Adjustment of Number of Warrant Shares.

                  The initial number of Warrant Shares issuable upon the
exercise of each Warrant is hereby adjusted for the occurrence following June
30, 2000 and on or prior to the date hereof of the events enumerated in this
Section 11. For purposes of this Section 11, "Common Stock" means shares now or
hereafter authorized of any class of common stock of the Company and any other
stock of the Company, however designated, that has the right (subject to any
prior rights of any class or series of preferred stock) to participate in any
distribution of the assets or earnings of the Company without limit as to per
share amount.

                  (a)      Adjustment for Change in Capital Stock.

                  If the Company:

                  (1) pays a dividend or makes a distribution on its Common
         Stock, in either case in shares of its Common Stock;

                  (2) subdivides its outstanding shares of Common Stock into a
         greater number of shares;

                  (3) combines its outstanding shares of Common Stock into a
         smaller number of shares;

                  (4) makes a distribution on its Common Stock in shares of its
         capital stock other than Common Stock; or

                  (5) issues by reclassification of its Common Stock any shares
         of its capital stock,


                                       7
<PAGE>

then the number of shares of Common Stock issuable upon exercise of each
Warrant immediately prior to such action shall be proportionately adjusted so
that the holder of any Warrant thereafter exercised shall receive the aggregate
number and kind of shares of capital stock of the Company which he would have
owned immediately following such action if such Warrant had been exercised
immediately prior to such action.

                  The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

                  Such adjustment shall be made successively whenever any event
listed above shall occur.

                  (b)      Adjustment for Rights Issue.

                  If the Company distributes any rights, options or warrants to
all holders of its Common Stock entitling them to purchase shares of Common
Stock at a price per share less than the current market price per share on the
record date for determining holders entitled to the distribution of rights,
options or warrants, the number of shares of Common Stock issuable upon
exercise of each Warrant shall be adjusted in accordance with the formula:

                           N' = N  x      O  +  A
                                      ---------------
                                      O  +  (A x P/M)

         where:

         N'  =    the adjusted number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         N   =    the current number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         O   =    the number of shares of Common Stock outstanding on the
                  record date.

         A   =    the number of additional shares of Common Stock offered.

         P   =    the purchase price per share of the additional shares.

         M   =    the current market price per share of Common Stock on the
                  record date.

                  The adjustment shall be made successively whenever any such
rights, options or warrants are issued and shall become effective immediately
after the record date for the determination of stockholders entitled to receive
the rights, options or warrants. If at the end of the period during which such
rights, options or warrants are exercisable, not all rights, options or
warrants shall have been exercised, the number of shares of Common Stock
issuable upon


                                       8
<PAGE>

exercise of each Warrant shall be immediately readjusted to what it would have
been if "N" in the above formula had been the number of shares actually issued
at the end of the period.

                  (c)      Adjustment for Other Distributions.

                  If the Company distributes to all holders of its Common Stock
any of its assets (including cash) or debt securities or any rights, options or
warrants to purchase debt securities, assets or other securities of the
Company, the number of shares of Common Stock issuable upon exercise of each
Warrant shall be adjusted in accordance with the formula:

                                    N' = N  x     M
                                               -------
                                               M  -  F

                  where:

         N'  =    the adjusted number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         N   =    the current number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         M   =    the current market price per share of Common Stock on the
                  record date mentioned below.

         F   =    the fair market value on the record date of the assets,
                  securities, rights or warrants distributable to one share of
                  Common Stock after taking into account, in the case of any
                  rights, options or warrants, the consideration required to be
                  paid upon exercise thereof. The Board of Directors shall
                  reasonably determine the fair market value in good faith.

                  The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the
distribution.

                  This subsection (c) does not apply to regular quarterly cash
dividends including increases thereof, or rights, options or warrants referred
to in subsection (b) of this Section 11. If any adjustment is made pursuant to
this subsection (c) as a result of the issuance of rights, options or warrants
and at the end of the period during which any such rights, options or warrants
are exercisable, not all such rights, options or warrants shall have been
exercised, the Warrant shall be immediately readjusted as if "F" in the above
formula was the fair market value described in the definition of "F" on the
record date of the indebtedness or assets actually distributed upon exercise of
such rights, options or warrants divided by the number of shares of Common
Stock outstanding on the record date. Notwithstanding anything to the contrary
contained in this subsection (c), if "M-F" in the above formula is less than
$1.00, the Company may elect to, and if "M-F" is a negative number, the Company
shall, in lieu of the adjustment


                                       9
<PAGE>

otherwise required by this subsection (c), distribute to the holders of the
Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights,
options or warrants (or the proceeds thereof) which would have been distributed
to such holders had such Warrants been exercised immediately prior to the
record date for such distribution.

                  (d)      Adjustment for Common Stock Issue.

                  If the Company issues shares of Common Stock for a
consideration per share less than the current market price per share on the
date the Company fixes the offering price of such additional shares, the number
of shares of Common Stock issuable upon exercise of each Warrant shall be
adjusted in accordance with the formula:

                  N'   =    N    x         A
                                      _________
                                      O    +   P/M

                  where:

         N'  =    the adjusted number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         N   =    the current number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         O   =    the number of shares outstanding immediately prior to the
                  issuance of such additional shares.

         P   =    the aggregate consideration received for the issuance of
                  such additional shares.

         M   =    the current market price per share on the date of issuance
                  of such additional shares.

         A   =    the number of shares outstanding immediately after the
                  issuance of such additional shares.

                  The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance.

                  This subsection (d) does not apply to:

                  (1) any of the transactions described in subsections (b) and
         (c) of this Section 11,

                  (2) the exercise of Warrants, or the conversion or exchange
         of other securities convertible or exchangeable for Common Stock, or
         the issuance of Common Stock upon the exercise of rights or warrants
         issued to the holders of Common Stock,


                                      10
<PAGE>

                  (3) Common Stock (and options exercisable therefor) issued to
         the Company's employees, officers, directors, consultants or advisors
         (whether or not still in such capacity on the date of exercise) under
         bona fide employee benefit plans or stock option plans adopted by the
         Board of Directors of the Company and approved by the holders of
         Common Stock when required by law, if such Common Stock would
         otherwise be covered by this subsection (d) (but only to the extent
         that the aggregate number of shares excluded hereby and issued after
         the Spin-Off Date shall not exceed 5% of the Common Stock outstanding
         on the Spin-Off Date),

                  (4) Common Stock issued in a bona fide public offering,

                  (5) Common Stock issued in a bona fide private placement to
         non-affiliates of the Company, including without limitation the
         issuance of equity as consideration or partial consideration for
         acquisitions from persons that are not affiliates of the Company.

                  (e)      Adjustment for Convertible Securities Issue.

                  If the Company issues any securities convertible into or
exchangeable for Common Stock (other than securities issued in transactions
described in subsections (b) and (c) of this Section 11) for a consideration
per share of Common Stock initially deliverable upon conversion or exchange of
such securities less than the current market price per share on the date of
issuance of such securities, the number of shares of Common Stock issuable upon
exercise of each Warrant shall be adjusted in accordance with this formula:

                  N' =  N  x   O  +  D
                              ---------
                              O  +  P/M

                  where:

         N'  =    the adjusted number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         N   =    the current number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         O   =    the number of shares outstanding immediately prior to the
                  issuance of such securities.

         P   =    the aggregate consideration received for the issuance of
                  such securities.

         M   =    the current market price per share on the date of issuance
                  of such securities.

         D   =    the maximum number of shares deliverable upon conversion or
                  in exchange for such securities at the initial conversion or
                  exchange rate.


                                      11
<PAGE>

                  The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance.

                  If all of the Common Stock deliverable upon conversion or
exchange of such securities have not been issued when such securities are no
longer outstanding, then the number of shares of Common Stock issuable upon
exercise of each Warrant shall promptly be readjusted to what it would have
been had the adjustment upon the issuance of such securities been made on the
basis of the actual number of shares of Common Stock issued upon conversion or
exchange of such securities.

                  This subsection (e) does not apply to:

                  (1) convertible securities issued in a bona fide public
         offering or

                  (2) convertible securities issued in a bona fide private
         placement to non-affiliates of the Company, including the issuance of
         convertible securities as consideration or partial consideration for
         acquisitions from persons that are not affiliates of the Company.

                  (f)      Current Market Price.

                  In subsections (b), (c), (d) and (e) of this Section 11, the
current market price per share of Common Stock on any date is the average of
the Quoted Prices of the Common Stock for 20 consecutive trading days
commencing 30 trading days before the date in question. The "QUOTED PRICE" of
the Common Stock is the last reported sales price of the Common Stock as
reported by the Nasdaq National Market, or if the Common Stock is listed on a
securities exchange, the last reported sales price of the Common Stock on such
exchange which shall be for consolidated trading if applicable to such
exchange, or if neither so reported or listed, the last reported bid price of
the Common Stock. In the absence of one or more such quotations, the Board of
Directors of the Company shall determine the current market price on the basis
of such quotations as it reasonably considers appropriate.

                  (g)      Consideration Received.

                  For purposes of any computation respecting consideration
received pursuant to subsections (d) and (e) of this Section 11, the following
shall apply:

                  (1) in the case of the issuance of shares of Common Stock for
         cash, the consideration shall be the amount of such cash, provided
         that in no case shall any deduction be made for any commissions,
         discounts or other expenses incurred by the Company for any
         underwriting or other sale or disposition of the issue or otherwise in
         connection therewith;

                  (2) in the case of the issuance of shares of Common Stock for
         a consideration in whole or in part other than cash, the consideration
         other than cash shall be deemed to be the fair market value thereof as
         reasonably determined by the Board of Directors of the


                                      12
<PAGE>

         Company (irrespective of the accounting treatment thereof) and
         described in a Board resolution which shall be filed with the Warrant
         Agent; and

                  (3) in the case of the issuance of securities convertible
         into or exchangeable for shares, the aggregate consideration received
         therefor shall be deemed to be the consideration received by the
         Company for the issuance of such securities plus the additional
         minimum consideration, if any, to be received by the Company upon the
         conversion or exchange thereof for the maximum number of shares used
         to calculate the adjustment (the consideration in each case to be
         determined in the same manner as provided in clauses (1) and (2) of
         this subsection).

                  (h)      When De Minimis Adjustment May Be Deferred.

                  No adjustment in the number of shares of Common Stock
issuable upon exercise of each Warrant need be made unless the adjustment would
require an increase or decrease of at least 1% in such number. Any adjustments
that are not made shall be carried forward and taken into account in any
subsequent adjustment.

                  All calculations under this Section 11 shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be.

                  (i)      When No Adjustment Required.

                  No adjustment need be made for a transaction referred to in
subsections (b), (c), (d) or (e) of this Section 11 if Warrant holders are to
participate, without requiring the Warrants to be exercised, in the transaction
on a basis and with notice that the Board of Directors of the Company
reasonably determines to be fair and appropriate in light of the basis and
notice on which holders of Common Stock participate in the transaction.

                  No adjustment need be made for a change in the par value or
no par value of the Common Stock.

                  To the extent the Warrants become convertible into cash, no
adjustment need be made thereafter as to the amount of cash into which such
Warrants are exercisable. Interest will not accrue on the cash.

                  (j)      Notice of Adjustment.

                  Whenever the number of shares of Common Stock issuable upon
exercise of each Warrant is adjusted, the Company shall provide the notices
required by Section 13 hereof.

                  (k)      Voluntary Reduction.

                  The Company from time to time may increase the number of
shares of Common Stock issuable upon exercise of each Warrant by any amount for
any period of time (including, without limitation, permanently) if such period
is at least 5 days.


                                      13
<PAGE>

                  Whenever the number of shares of Common Stock issuable upon
exercise of each Warrant is increased, the Company shall mail to Warrant
holders a notice of the increase. The Company shall mail the notice at least 15
days before the date the increased Exercise Price takes effect. The notice
shall state the increased number of shares of Common Stock issuable upon
exercise of each Warrant and the period it will be in effect.

                  A voluntary increase of the number of shares of Common Stock
issuable upon exercise of each Warrant does not change or adjust the number of
shares of Common Stock issuable upon exercise of each Warrant for purposes of
subsections (a), (b), (c), (d) and (e) of this Section 11.

                  (l)      Notice of Certain Transactions.

                  If:

                  (1) the Company takes any action that would require an
         adjustment in the Exercise Price pursuant to subsections (a), (b),
         (c), (d) or (e) of this Section 11 and if the Company does not arrange
         for Warrant holders to participate pursuant to subsection (i) of this
         Section 11;

                  (2) the Company takes any action that would require a
         supplemental Warrant Agreement pursuant to subsection (m) of this
         Section 11; or

                  (3) there is a liquidation or dissolution of the Company,

the Company shall mail to Warrant holders a notice stating the proposed record
date for a dividend or distribution or the proposed effective date of a
subdivision, combination, reclassification, consolidation, merger, transfer,
lease, liquidation or dissolution. The Company shall mail the notice at least
15 days before such date. Failure to mail the notice or any defect in it shall
not affect the validity of the transaction.

                  (m)      Reorganization of Company.

                  If the Company consolidates or merges with or into, or
transfers or leases all or substantially all its assets to, any person, upon
consummation of such transaction the Warrants shall automatically become
exercisable for the kind and amount of securities, cash or other assets which
the holder of a Warrant would have owned immediately after the consolidation,
merger, transfer or lease if such holder had exercised the Warrant immediately
before the effective date of the transaction; provided that (i) if the holders
of Common Stock were entitled to exercise a right of election as to the kind or
amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets for
which each Warrant shall become exercisable shall be deemed to be the kind and
amount so receivable per share by a plurality of the holders of Common Stock in
such consolidation or merger or (ii) if a tender or exchange offer shall have
been made to and accepted by the holders of Common


                                      14
<PAGE>

Stock under circumstances in which, upon completion of such tender or exchange
offer, the maker thereof, together with members of any group (within the
meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a
part, and together with any affiliate or associate of such maker (within the
meaning of Rule 12b-2 under the Exchange Act) and any members of any such group
of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the
outstanding shares of Common Stock, the holder of a Warrant shall be entitled
to receive the highest amount of cash, securities or other property to which
such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or
exchange offer, accepted such offer and all of the Common Stock held by such
holder had been purchased pursuant to such tender or exchange offer, subject to
adjustments (from and after the consummation of such tender or exchange offer)
as nearly equivalent as possible to the adjustments provided for in this
Section 11. Concurrently with the consummation of any such transaction, the
corporation or other entity formed by or surviving any such consolidation or
merger if other than the Company, or the person to which such sale or
conveyance shall have been made, shall enter into a supplemental Warrant
Agreement so providing and further providing for adjustments which shall be as
nearly equivalent as may be practical to the adjustments provided for in this
Section. The successor Company shall mail to Warrant holders a notice
describing the supplemental Warrant Agreement.

                  If the issuer of securities deliverable upon exercise of
Warrants under the supplemental Warrant Agreement is an affiliate of the
formed, surviving, transferee or lessee corporation, that issuer shall join in
the supplemental Warrant Agreement.

                  If this subsection (m) applies, subsections (a), (b), (c),
(d) and (e) of this Section 11 do not apply.

                  (n)      Warrant Agent's Disclaimer.

                  The Warrant Agent has no duty to determine when an adjustment
under this Section 11 should be made, how it should be made or what it should
be. The Warrant Agent has no duty to determine whether any provisions of a
supplemental Warrant Agreement under subsection (m) of this Section 11 are
correct. The Warrant Agent makes no representation as to the validity or value
of any securities or assets issued upon exercise of Warrants. The Warrant Agent
shall not be responsible for the Company's failure to comply with this Section.

                  (o)      When Issuance or Payment May Be Deferred.

                  In any case in which this Section 11 shall require that an
adjustment in the number of shares of Common Stock issuable upon exercise of
each Warrant be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event (i) issuing to
the holder of any Warrant exercised after such record date the Warrant Shares
and other capital stock of the Company, if any, issuable upon such exercise
over and above the Warrant Shares and other capital stock of the Company, if
any, issuable upon such exercise on the basis of the number of shares of Common
Stock issuable upon exercise of each


                                      15
<PAGE>

Warrant and (ii) paying to such holder any amount in cash in lieu of a
fractional share pursuant to Section 12 hereof; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional Warrant Shares, other
capital stock and cash upon the occurrence of the event requiring such
adjustment.

                  (p)      Adjustment in Exercise Price.

                  Upon each event that provides for an adjustment of the number
of shares of Common Stock issuable upon exercise of each Warrant pursuant to
this Section 11, each Warrant outstanding prior to the making of the adjustment
shall thereafter shall have an adjusted Exercise Price (calculated to the
nearest ten millionth) obtained from the following formula:

                                    E' =  E  x  N
                                               ---
                                                N'

                  where:

                  E'  =    the adjusted Exercise Price.

                  E   =    the Exercise Price prior to adjustment.

                  N'  =    the adjusted number of Warrant Shares issuable
                           upon exercise of a Warrant by payment of the
                           adjusted Exercise Price.

                  N   =    the number of Warrant Shares previously issuable
                           upon exercise of a Warrant by payment of the
                           Exercise Price prior to adjustment.

                  Following any adjustment to the Exercise Price pursuant to
this Section 11, the amount payable, when adjusted and together with any
consideration allocated to the issuance of the Warrants, shall never be less
than the par value per Warrant Share at the time of such adjustment. Such
adjustment shall be made successively whenever any event listed above shall
occur.

                  (q)      Form of Warrants.

                  Irrespective of any adjustments in the number or kind of
shares issuable upon the exercise of the Warrants or the Exercise Price,
Warrants theretofore or thereafter issued may continue to express the same
number and kind of shares and Exercise Price as are stated in the Warrants
initially issuable pursuant to this Agreement.

                  (r)      Other Dilutive Events.

                  In case any event shall occur affecting the Company, as to
which the provisions of this Section 11 are not strictly applicable, but would
impact the holders of Warrants adversely as compared to holders of Common
Stock, and the failure to make any adjustment would not fairly


                                      16
<PAGE>

protect the purchase rights represented by the Warrants as decided by a
majority vote of the Company's outside Directors in accordance with the
essential intent and principles of this Section then, in each such case, the
Company shall appoint a firm of independent public accountants, investment
banking or other appraisal firm of recognized national standing which shall
give their opinion upon the adjustment, if any, on a basis consistent with the
essential intent and principles established in this Section 11, necessary to
preserve, without dilution, the purchase rights represented by the Warrants.

                  SECTION 11A.   Adjustment of Number of Warrant Shares.

                  The number of Warrant Shares issuable upon the exercise of
each Warrant is subject to adjustment from time to time upon the occurrence
following the date hereof of the events enumerated in this Section 11A. For
purposes of this Section 11A, "Common Stock" means shares now or hereafter
authorized of any class of common stock of the Company and any other stock of
the Company, however designated, that has the right (subject to any prior
rights of any class or series of preferred stock) to participate in any
distribution of the assets or earnings of the Company without limit as to per
share amount.

                  (a)      Adjustment for Change in Capital Stock.

                  If the Company:

                  (1) subdivides its outstanding shares of Common Stock into a
         greater number of shares;

                  (2) combines its outstanding shares of Common Stock into a
         smaller number of shares;

                  (3) makes a distribution on its Common Stock in shares of its
         capital stock other than Common Stock; or

                  (4) issues by reclassification of its Common Stock any shares
         of its capital stock,

then the number of shares of Common Stock issuable upon exercise of each
Warrant immediately prior to such action shall be proportionately adjusted so
that the holder of any Warrant thereafter exercised shall receive the aggregate
number and kind of shares of capital stock of the Company which he would have
owned immediately following such action if such Warrant had been exercised
immediately prior to such action.

                  Such adjustment shall be made successively whenever any event
listed above shall occur and shall become effective immediately after the
effective date of any such event.

                  (b)      Adjustment for Issues of Common Stock or Derivative
Securities.

                  If the Company issues any shares of Common Stock, any
options, warrants or rights to acquire Common Stock or any securities
convertible or exchangeable into Common


                                      17
<PAGE>

Stock (whether or not such options, warrants or rights are then exercisable or
vested and whether or not such convertible or exchangeable securities are then
convertible or exchangeable), the number of shares of Common Stock issuable
upon exercise of each Warrant immediately prior to such issuance shall be
adjusted so that the holder of any Warrant thereafter exercised shall receive
the number of shares of Common Stock that immediately after such issuance
represents that percentage of the shares of Common Stock outstanding on a Fully
Diluted Basis that he would have owned immediately prior to such issuance if
such Warrant had then been exercised.

                  The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after (i) the record
date in the case of a dividend, distribution or other issuance of any such
securities to all holders of Common Stock or (ii) the issuance of such
securities in any other case.

                  If all of the Common Stock deliverable upon exercise,
conversion or exchange of any such options, warrants or rights or convertible
or exchangeable securities have not been issued when such securities are no
longer outstanding, then the number of shares of Common Stock issuable upon
exercise of each Warrant shall promptly be readjusted to what it would have
been had the adjustment upon the issuance of such securities been made on the
basis of the actual number of shares of Common Stock issued upon exercise,
conversion or exchange of such securities.

                  (c)      Adjustment for Distributions Other Than Common
Stock.

                  If the Company distributes to all holders of its Common Stock
any of its assets (including cash) or debt securities or any rights, options or
warrants to purchase debt securities, assets or other securities of the
Company, the number of shares of Common Stock issuable upon exercise of each
Warrant shall be adjusted in accordance with the formula:

                           N'  =  N  x  M
                                      _____

                                       M-F

                  where:

         N'  =    the adjusted number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         N   =    the current number of shares of Common Stock issuable upon
                  exercise of each Warrant.

         M   =    the current market price per share of Common Stock on the
                  record date mentioned below.

         F   =    the fair market value on the record date of the assets,
                  securities, rights or warrants distributable to one share of
                  Common Stock after taking into account, in the case of any
                  rights, options or warrants, the consideration


                                      18
<PAGE>

                  required to be paid upon exercise thereof. The Board of
                  Directors shall reasonably determine the fair market value in
                  good faith.

                  The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the
distribution.

                  This subsection (c) does not apply to regular quarterly cash
dividends including increases thereof, or rights, options or warrants referred
to in subsection (b) of this Section 11. If any adjustment is made pursuant to
this subsection (c) as a result of the issuance of rights, options or warrants
and at the end of the period during which any such rights, options or warrants
are exercisable, not all such rights, options or warrants shall have been
exercised, the Warrant shall be immediately readjusted as if "F" in the above
formula was the fair market value described in the definition of "F" on the
record date of the indebtedness or assets actually distributed upon exercise of
such rights, options or warrants divided by the number of shares of Common
Stock outstanding on the record date. Notwithstanding anything to the contrary
contained in this subsection (c), if "M-F" in the above formula is less than
$1.00, the Company may elect to, and if "M-F" is a negative number, the Company
shall, in lieu of the adjustment otherwise required by this subsection (c),
distribute to the holders of the Warrants, upon exercise thereof, the evidences
of indebtedness, assets, rights, options or warrants (or the proceeds thereof)
which would have been distributed to such holders had such Warrants been
exercised immediately prior to the record date for such distribution.

                  (d)      Current Market Price.

                  In subsection (c) of this Section 11A, the current market
price per share of Common Stock on any date is the average of the Quoted Prices
of the Common Stock for 20 consecutive trading days commencing 30 trading days
before the date in question. The "QUOTED PRICE" of the Common Stock is the last
reported sales price of the Common Stock as reported by the Nasdaq National
Market, or if the Common Stock is listed on a securities exchange, the last
reported sales price of the Common Stock on such exchange which shall be for
consolidated trading if applicable to such exchange, or if neither so reported
or listed, the last reported bid price of the Common Stock. In the absence of
one or more such quotations, the Board of Directors of the Company shall
determine the current market price on the basis of such quotations as it
reasonably considers appropriate.

                  (e)      When De Minimis Adjustment May Be Deferred.

                  No adjustment in the number of shares of Common Stock
issuable upon exercise of each Warrant need be made unless the adjustment would
require an increase or decrease of at least 1% in such number. Any adjustments
that are not made shall be carried forward and taken into account in any
subsequent adjustment.

                  All calculations under this Section 11A shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be.


                                      19
<PAGE>

                  (f)      When No Adjustment Required.

                  No adjustment need be made for a transaction referred to in
subsection (c) of this Section 11A if Warrant holders are to participate,
without requiring the Warrants to be exercised, in the transaction on a basis
and with notice that the Board of Directors of the Company reasonably
determines to be fair and appropriate in light of the basis and notice on which
holders of Common Stock participate in the transaction.

                  No adjustment need be made for a change in the par value or
no par value of the Common Stock.

                  To the extent the Warrants become convertible into cash, no
adjustment need be made thereafter as to the amount of cash into which such
Warrants are exercisable. Interest will not accrue on the cash.

                  (g)      Notice of Adjustment.

                  Whenever the number of shares of Common Stock issuable upon
exercise of each Warrant is adjusted, the Company shall provide the notices
required by Section 13 hereof.

                  (h)      Voluntary Reduction.

                  The Company from time to time may increase the number of
shares of Common Stock issuable upon exercise of each Warrant by any amount for
any period of time (including, without limitation, permanently) if such period
is at least 5 days.

                  Whenever the number of shares of Common Stock issuable upon
exercise of each Warrant is increased, the Company shall mail to Warrant
holders a notice of the increase. The Company shall mail the notice at least 15
days before the date the increased Exercise Price takes effect. The notice
shall state the increased number of shares of Common Stock issuable upon
exercise of each Warrant and the period it will be in effect.

                  A voluntary increase of the number of shares of Common Stock
issuable upon exercise of each Warrant does not change or adjust the number of
shares of Common Stock issuable upon exercise of each Warrant for purposes of
subsections (a), (b) or (c) of this Section 11.

                  (i)      Notice of Certain Transactions.

                  If:

                  (1) the Company takes any action that would require an
         adjustment in the number of shares of Common Stock issuable upon
         exercise of each Warrant pursuant to subsections (a), (b) or (c) of
         this Section 11A and if the Company does not arrange for Warrant
         holders to participate pursuant to subsection (f) of this Section 11A;


                                      20
<PAGE>

                  (2) the Company takes any action that would require a
         supplemental Warrant Agreement pursuant to subsection (j) of this
         Section 11A; or

                  (3) there is a liquidation or dissolution of the Company,

the Company shall mail to Warrant holders a notice stating the proposed record
date for a dividend or distribution or the proposed effective date of a
subdivision, combination, reclassification, consolidation, merger, transfer,
lease, liquidation or dissolution. The Company shall mail the notice at least
15 days before such date. Failure to mail the notice or any defect in it shall
not affect the validity of the transaction.

                  (j)      Reorganization of Company.

                  If the Company consolidates or merges with or into, or
transfers or leases all or substantially all its assets to, any person, upon
consummation of such transaction the Warrants shall automatically become
exercisable for the kind and amount of securities, cash or other assets which
the holder of a Warrant would have owned immediately after the consolidation,
merger, transfer or lease if such holder had exercised the Warrant immediately
before the effective date of the transaction; provided that (i) if the holders
of Common Stock were entitled to exercise a right of election as to the kind or
amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets for
which each Warrant shall become exercisable shall be deemed to be the kind and
amount so receivable per share by a plurality of the holders of Common Stock in
such consolidation or merger or (ii) if a tender or exchange offer shall have
been made to and accepted by the holders of Common Stock under circumstances in
which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1)
under the Exchange Act) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under
the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3
under the Exchange Act) more than 50% of the outstanding shares of Common
Stock, the holder of a Warrant shall be entitled to receive the highest amount
of cash, securities or other property to which such holder would actually have
been entitled as a shareholder if such Warrant holder had exercised the Warrant
prior to the expiration of such tender or exchange offer, accepted such offer
and all of the Common Stock held by such holder had been purchased pursuant to
such tender or exchange offer, subject to adjustments (from and after the
consummation of such tender or exchange offer) as nearly equivalent as possible
to the adjustments provided for in this Section 11A. Concurrently with the
consummation of any such transaction, the corporation or other entity formed by
or surviving any such consolidation or merger if other than the Company, or the
person to which such sale or conveyance shall have been made, shall enter into
a supplemental Warrant Agreement so providing and further providing for
adjustments which shall be as nearly equivalent as may be practical to the
adjustments provided for in this Section. The successor Company shall mail to
Warrant holders a notice describing the supplemental Warrant Agreement.


                                      21
<PAGE>

                  If the issuer of securities deliverable upon exercise of
Warrants under the supplemental Warrant Agreement is an affiliate of the
formed, surviving, transferee or lessee corporation, that issuer shall join in
the supplemental Warrant Agreement.

                  If this subsection (j) applies, subsections (a), (b) or (c)
of this Section 11A do not apply.

                  (k)      Warrant Agent's Disclaimer.

                  The Warrant Agent has no duty to determine when an adjustment
under this Section 11A should be made, how it should be made or what it should
be. The Warrant Agent has no duty to determine whether any provisions of a
supplemental Warrant Agreement under subsection (j) of this Section 11A are
correct. The Warrant Agent makes no representation as to the validity or value
of any securities or assets issued upon exercise of Warrants. The Warrant Agent
shall not be responsible for the Company's failure to comply with this Section.

                  (l)      When Issuance or Payment May Be Deferred.

                  In any case in which this Section 11A shall require that an
adjustment in the number of shares of Common Stock issuable upon exercise of
each Warrant be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event (i) issuing to
the holder of any Warrant exercised after such record date the Warrant Shares
and other capital stock of the Company, if any, issuable upon such exercise
over and above the Warrant Shares and other capital stock of the Company, if
any, issuable upon such exercise on the basis of the number of shares of Common
Stock issuable upon exercise of each Warrant and (ii) paying to such holder any
amount in cash in lieu of a fractional share pursuant to Section 12 hereof;
provided, however, that the Company shall deliver to such holder a due bill or
other appropriate instrument evidencing such holder's right to receive such
additional Warrant Shares, other capital stock and cash upon the occurrence of
the event requiring such adjustment.

                  (m)      Adjustment in Exercise Price.

                  Upon each event that provides for an adjustment of the number
of shares of Common Stock issuable upon exercise of each Warrant pursuant to
this Section 11A, each Warrant outstanding prior to the making of the
adjustment shall thereafter shall have an adjusted Exercise Price (calculated
to the nearest ten millionth) obtained from the following formula:

                                    E'  =  E  x  N
                                                ---
                                                 N'

                  where:

                  E'  =    the adjusted Exercise Price.

                  E   =    the Exercise Price prior to adjustment.


                                      22
<PAGE>

                  N'  =    the adjusted number of Warrant Shares issuable
                           upon exercise of a Warrant by payment of the
                           adjusted Exercise Price.

                  N   =    the number of Warrant Shares previously issuable
                           upon exercise of a Warrant by payment of the
                           Exercise Price prior to adjustment.

                  Following any adjustment to the Exercise Price pursuant to
this Section 11A, the amount payable, when adjusted and together with any
consideration allocated to the issuance of the Warrants, shall never be less
than the par value per Warrant Share at the time of such adjustment. Such
adjustment shall be made successively whenever any event listed above shall
occur.

                  (n)      Form of Warrants.

                  Irrespective of any adjustments in the number or kind of
shares issuable upon the exercise of the Warrants or the Exercise Price,
Warrants theretofore or thereafter issued may continue to express the same
number and kind of shares and Exercise Price as are stated in the Warrants
initially issuable pursuant to this Agreement.

                  (o)      Other Dilutive Events.

                  In case any event shall occur affecting the Company, as to
which the provisions of this Section 11A are not strictly applicable, but would
impact the holders of Warrants adversely as compared to holders of Common
Stock, and the failure to make any adjustment would not fairly protect the
purchase rights represented by the Warrants as decided by a majority vote of
the Company's outside Directors in accordance with the essential intent and
principles of this Section then, in each such case, the Company shall appoint a
firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing which shall give their opinion upon the
adjustment, if any, on a basis consistent with the essential intent and
principles established in this Section 11A, necessary to preserve, without
dilution, the purchase rights represented by the Warrants.

                  SECTION 12. Fractional Interests. The Company shall not be
required to issue fractional Warrant Shares on the exercise of Warrants. If
more than one Warrant shall be presented for exercise in full at the same time
by the same holder, the number of full Warrant Shares which shall be issuable
upon the exercise thereof shall be computed on the basis of the aggregate
number of Warrant Shares purchasable on exercise of the Warrants so presented.
If any fraction of a Warrant Share would, except for the provisions of this
Section 12, be issuable on the exercise of any Warrants (or specified portion
thereof), the Company shall pay an amount in cash equal to the fair market
value on the day immediately preceding the date the Warrant is presented for
exercise, multiplied by such fraction.

                  Warrants may be issued in fractional interests. Holders of
fractional interests in Warrants will be entitled to purchase a number of
Warrant Shares equal to the product obtained


                                      23
<PAGE>

by multiplying the number of Warrant Shares issuable with respect to a full
Warrant multiplied by the fractional interest owned by such holder in the
Warrant.

                  SECTION 13. Notices to Warrant Holders. Upon any adjustment
of the number of shares or Exercise Price pursuant to Section 11, the Company
shall within five days, (i) cause to be filed with the Warrant Agent a
certificate executed by the Chief Financial Officer of the Company setting
forth the number of shares of common stock issuable upon exercise of each
Warrant after such adjustment and setting forth in reasonable detail the method
of calculation and the facts upon which such calculations are based, and (ii)
cause to be given to each of the registered holders of the Warrant Certificates
at his address appearing on the Warrant register written notice of such
adjustments by first-class mail, postage prepaid. Where appropriate, such
notice may be given in advance and included as a part of the notice required to
be mailed under the other provisions of this Section 13. The Warrant Agent
shall be fully protected in relying on any such certificate and on any
adjustment therein contained and shall not be deemed to have knowledge of such
adjustment unless and until it shall have received such certificate.

                  In case:

                  (a)      the Company shall authorize the issuance to all
holders of shares of Common Stock of rights, options or warrants to subscribe
for or purchase shares of Common Stock or of any other subscription rights or
warrants; or

                  (b)      the Company shall authorize the distribution to all
holders of shares of Common Stock of evidences of its indebtedness or assets
(other than regular cash dividends or dividends payable in shares of Common
Stock); or

                  (c)      of any consolidation or merger to which the Company
is a party and for which approval of any shareholders of the Company is
required, or of the conveyance or transfer of the properties and assets of the
Company substantially as an entirety, or of any reclassification or change of
Common Stock issuable upon exercise of the Warrants (other than a change in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination), or a tender offer or exchange
offer for shares of Common Stock; or

                  (d)      of the voluntary or involuntary dissolution,
liquidation or winding up of the Company; or

                  (e)      the Company proposes to take any action (other than
actions of the character described in Section 11(a) hereof) which would require
an adjustment to the number or type of securities issuable upon exercise of the
Warrants pursuant to Section 11 hereof;

then the Company shall cause to be filed with the Warrant Agent and shall cause
to be given to each of the registered holders of the Warrant Certificates at
his address appearing on the Warrant register, at least 5 calendar days prior
to the applicable record date hereinafter specified, or as promptly as
practicable under the circumstances in the case of events for which there is no
record date, by first-class mail, postage prepaid, a written notice stating (i)
the date as of which the


                                      24
<PAGE>

holders of record of shares of Common Stock to be entitled to receive any such
rights, options, warrants or distribution are to be determined, or (ii) the
initial expiration date set forth in any tender offer or exchange offer for
shares of Common Stock, (iii) the date on which any such consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up is expected to
become effective or consummated, and the date as of which it is expected that
holders of record of shares of Common Stock shall be entitled to exchange such
shares for securities or other property, if any, deliverable upon such
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up or (iv) the date on which such action is to occur,
and the nature of such action. The failure to give the notice required by this
Section 13 or any defect therein shall not affect the legality or validity of
any distribution, right, option, warrant, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up, or the vote upon any action.

                  Nothing contained in this Agreement or in any of the Warrant
Certificates shall be construed as conferring upon the holders thereof the
right to vote or to consent or to receive notice as shareholders in respect of
the meetings of shareholders or the election of Directors of the Company or any
other matter, or any rights whatsoever as shareholders of the Company.

                  SECTION 14. Merger, Consolidation or Change of Name of
Warrant Agent. Any corporation into which the Warrant Agent may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to the business of the Warrant Agent, shall be the
successor to the Warrant Agent hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided
that such corporation would be eligible for appointment as a successor warrant
agent under the provisions of Section 16. In case at the time such successor to
the Warrant Agent shall succeed to the agency created by this Agreement, and in
case at that time any of the Warrant Certificates shall have been countersigned
but not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent; and in case at that time any of
the Warrant Certificates shall not have been countersigned, any successor to
the Warrant Agent may countersign such Warrant Certificates either in the name
of the predecessor Warrant Agent or in the name of the successor to the Warrant
Agent; and in all such cases such Warrant Certificates shall have the full
force and effect provided in the Warrant Certificates and in this Agreement.

                  In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent whose name has been changed
may adopt the countersignature under its prior name, and in case at that time
any of the Warrant Certificates shall not have been countersigned, the Warrant
Agent may countersign such Warrant Certificates either in its prior name or in
its changed name, and in all such cases such Warrant Certificates shall have
the full force and effect provided in the Warrant Certificates and in this
Agreement.

                  SECTION 15. Warrant Agent. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement (and no implied duties or
obligations shall be read into


                                      25
<PAGE>

this Agreement against the Warrant Agent) upon the following terms and
conditions, by all of which the Company and the holders of Warrants, by their
acceptance thereof, shall be bound:

                  (a)      The statements contained herein and in the Warrant
Certificates shall be taken as statements of the Company and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken or to be taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrant
Certificates except as herein otherwise provided.

                  (b)      The Warrant Agent shall not be responsible for any
failure of the Company to comply with any of the covenants contained in this
Agreement or in the Warrant Certificates to be complied with by the Company.

                  (c)      The Warrant Agent may consult at any time with
counsel of its own selection (who may be counsel for the Company) and the
Warrant Agent shall incur no liability or responsibility to the Company or to
any holder of any Warrant Certificate in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the opinion or
the advice of such counsel.

                  (d)      The Warrant Agent shall incur no liability or
responsibility to the Company or to any holder of any Warrant Certificate for
any action taken in reliance on any Warrant Certificate, certificate of shares,
notice, resolution, waiver, consent, order, certificate, or other paper,
document or instrument (whether in its original or facsimile form) believed by
it to be genuine and to have been signed, sent or presented by the proper party
or parties.

                  (e)      The Company agrees to pay to the Warrant Agent such
compensation for all services rendered by the Warrant Agent in the
administration and execution of this Agreement as the Company and the Warrant
Agent shall agree in writing, to reimburse the Warrant Agent for all reasonable
expenses, taxes and governmental charges and other charges of any kind and
nature incurred by the Warrant Agent in the execution of this Agreement
(including reasonable fees and expenses of its counsel) and to indemnify the
Warrant Agent (and any predecessor Warrant Agent) and save it harmless against
any and all claims (whether asserted by the Company, a holder or any other
person), damages, losses, expenses (including taxes other than taxes based on
the income of the Warrant Agent), liabilities, including judgments, costs and
counsel fees and expenses, for anything done or omitted by the Warrant Agent in
the execution of this Agreement except as a result of its gross negligence or
willful misconduct. The provisions of this Section 15(e) shall survive the
expiration of the Warrants and the termination of this Agreement.

                  (f)      The Warrant Agent shall be under no obligation to
institute any action, suit or legal proceeding or to take any other action
likely to involve expense unless the Company or one or more registered holders
of Warrant Certificates shall furnish the Warrant Agent with security and
indemnity reasonably satisfactory to it for any costs and expenses which may be
incurred, but this provision shall not affect the power of the Warrant Agent to
take such action as it may consider proper, whether with or without any such
security or indemnity. All rights of


                                      26
<PAGE>

action under this Agreement or under any of the Warrants may be enforced by the
Warrant Agent without the possession of any of the Warrant Certificates or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Warrant Agent shall be
brought in its name as Warrant Agent and any recovery of judgment shall be for
the ratable benefit of the registered holders of the Warrants, as their
respective rights or interests may appear.

                  (g)      The Warrant Agent, and any stockholder, director,
officer or employee of it, may buy, sell or deal in any of the Warrants or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Company or for any other legal
entity.

                  (h)      The Warrant Agent shall act hereunder solely as
agent for the Company, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything which it
may do or refrain from doing in connection with this Agreement except for its
own gross negligence or willful misconduct.

                  (i)      The Warrant Agent shall not at any time be under any
duty or responsibility to any holder of any Warrant Certificate to make or
cause to be made any adjustment of the Exercise Price or number of the Warrant
Shares or other securities or property deliverable as provided in this
Agreement, or to determine whether any facts exist which may require any of
such adjustments, or with respect to the nature or extent of any such
adjustments, when made, or with respect to the method employed in making the
same. The Warrant Agent shall not be accountable with respect to the validity
or value or the kind or amount of any Warrant Shares or of any securities or
property which may at any time be issued or delivered upon the exercise of any
Warrant or with respect to whether any such Warrant Shares or other securities
will when issued be validly issued and fully paid and nonassessable, and makes
no representation with respect thereto.

                  (j)      Notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Warrant Agent shall have any liability to
any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or executive order
promulgated or enacted by any governmental authority prohibiting or otherwise
restraining performance of such obligation; provided that the Company must use
its reasonable best efforts to have any such order, decree or ruling lifted or
otherwise overturned as soon as possible.

                  (k)      Any application by the Warrant Agent for written
instructions from the Company may, at the option of the Warrant Agent, set
forth in writing any action proposed to be taken or omitted by the Warrant
Agent under this Agreement and the date on and/or after which such action shall
be taken or such omission shall be effective. The Warrant Agent shall not be


                                      27
<PAGE>

liable for any action taken by, or omission of, the Warrant Agent in accordance
with a proposal included in such application on or after the date specified in
such application (which date shall not be less than three Business Days after
the date any officer of the Company actually receives such application, unless
any such officer shall have consented in writing to any earlier date) unless
prior to taking any such action (or the effective date in the case of an
omission), the Warrant Agent shall have received written instructions in
response to such application specifying the action to be taken or omitted.

                  (l)      No provision of this Agreement shall require the
Warrant Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of its rights if there shall be reasonable grounds for believing that repayment
of such funds or adequate indemnification against such risk or liability is not
reasonably assured to it.

                  (m)      In addition to the foregoing, the Warrant Agent
shall be protected and shall incur no liability for, or in respect of, any
action taken or omitted by it in connection with its administration of this
Agreement if such acts or omissions are in reliance upon (i) the proper
execution of the certification concerning beneficial ownership appended to the
form of assignment and the form of the election attached hereto unless the
Warrant Agent shall have actual knowledge that, as executed, such certification
is untrue, or (ii) the non-execution of such certification including, without
limitation, any refusal to honor any otherwise permissible assignment or
election by reason of such non-execution.

                  SECTION 16. Change of Warrant Agent. If the Warrant Agent
shall become incapable of acting as Warrant Agent, the Company shall appoint a
successor to such Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing of
such incapacity by the Warrant Agent or by the registered holder of a Warrant
Certificate, then the registered holder of any Warrant Certificate may apply to
any court of competent jurisdiction for the appointment of a successor to the
Warrant Agent. Pending appointment of a successor to such Warrant Agent, either
by the Company or by such a court, the duties of the Warrant Agent shall be
carried out by the Company. The holders of a majority of the unexercised
Warrants shall be entitled at any time to remove the Warrant Agent and appoint
a successor to such Warrant Agent. Such successor to the Warrant Agent need not
be approved by the Company or the former Warrant Agent. After appointment the
successor to the Warrant Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Warrant Agent
without further act or deed; but the former Warrant Agent upon payment of all
fees and expenses due it and its agents and counsel shall deliver and transfer
to the successor to the Warrant Agent any property at the time held by it
hereunder and execute and deliver any further assurance, conveyance, act or
deed necessary for the purpose. Failure to give any notice provided for in this
Section 16, however, or any defect therein, shall not affect the legality or
validity of the appointment of a successor to the Warrant Agent.

                  SECTION 17. Notices to Company and Warrant Agent. Any notice
or demand authorized by this Agreement to be given or made by the Warrant Agent
or by the registered holder of any Warrant Certificate to or on the Company
shall be sufficiently given or made when


                                      28
<PAGE>

and if deposited in the mail, first class or registered, postage prepaid,
addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:

                           ANC Rental Corporation
                           200 South Andrews Avenue
                           Fort Lauderdale, Florida
                           Attention: Chief Financial Officer

                  In case the Company shall fail to maintain such office or
agency or shall fail to give such notice of the location or of any change in
the location thereof, presentations may be made and notices and demands may be
served at the principal office of the Warrant Agent.

                  Any notice pursuant to this Agreement to be given by the
Company or by the registered holder(s) of any Warrant Certificate to the
Warrant Agent shall be sufficiently given when and if deposited in the mail,
first-class or registered, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company) to the Warrant Agent as
follows:

                           The Bank of New York
                           385 Rifle Camp Road
                           West Patterson, N.J.  07424
                           Attention: Corporate Trust Administration

                  SECTION 18. Supplements and Amendments. The Company and the
Warrant Agent may from time to time supplement or amend this Agreement without
the approval of any holders of Warrant Certificates in order to cure any
ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision herein, or to make any
other provisions in regard to matters or questions arising hereunder which the
Company and the Warrant Agent may deem necessary or desirable and which shall
not in any way materially adversely affect the interests of the holders of
Warrant Certificates. Notwithstanding anything in this Agreement to the
contrary, the prior written consent of the Warrant Agent must be obtained in
connection with any supplement or amendment which alters the rights or duties
of the Warrant Agent. The Company and the Warrant Agent may amend any provision
herein with the consent of the holders of Warrants exercisable for a majority
of the Warrant Shares issuable on exercise of all outstanding Warrants;
provided that for purposes of the foregoing only, the Administrative Agent
shall be deemed to be the holder of any Warrants that have not been released
from escrow.

                  SECTION 19. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.


                                      29
<PAGE>

                  SECTION 20. Termination. This Agreement will terminate on any
earlier date if all Warrants have been exercised or expired without exercise.
The provisions of Section 15 hereof shall survive such termination.

                  SECTION 21. GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT
CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF SAID STATE.

                  SECTION 22. Benefits of This Agreement. Nothing in this
Agreement shall be construed to give to any person or corporation other than
the Company, the Warrant Agent and the registered holders of the Warrant
Certificates any legal or equitable right, remedy or claim under this
Agreement, and this Agreement shall be for the sole and exclusive benefit of
the Company, the Warrant Agent and the registered holders of the Warrant
Certificates.

                  SECTION 23. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.


                                      30
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the day and year first above written.

                                             ANC RENTAL CORPORATION



                                             By
                                               --------------------
                                               Title:

                                             THE BANK OF NEW YORK



                                             By
                                               --------------------
                                               Title:


                                      31
<PAGE>

                                                                      EXHIBIT A

                         [Form of Warrant Certificate]

                                     [Face]

THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO
THE WARRANT AGENT AND THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

EXERCISABLE ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME ON JUNE 30, 2010.


No.                                                                     Warrants
   ----------                                                ----------

                              Warrant Certificate

                             ANC RENTAL CORPORATION

                  This Warrant Certificate certifies that _____________________,
or registered assigns, is the registered holder of __________ Warrants expiring
June 30, 2010 (the "WARRANTS") to purchase shares of Common Stock, $.01 par
value (the "COMMON STOCK"), of ANC Rental Corporation, a Delaware corporation
(the "COMPANY"). Each Warrant entitles the holder upon exercise to receive from
the Company on or before 5:00 p.m. New York City Time on June 30, 2010, that
number of fully paid and nonassessable shares of Common Stock (each, a "WARRANT
SHARE") as set forth below at the exercise price (the "EXERCISE PRICE") as
determined pursuant to the Warrant Agreement referenced below payable in lawful
money of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the
Warrant Agent, but only subject to the conditions set forth herein and in the
Warrant Agreement referred to on the reverse hereof. Notwithstanding the
foregoing, Warrants may be exercised without the exchange of funds pursuant to
the net exercise provisions of Section 6 of the Warrant Agreement.

                  Each Warrant is initially exercisable for one share of Common
Stock. The number of Warrant Shares issuable upon exercise of the Warrants are
subject to adjustment upon the occurrence after June 30, 2000 of certain events
set forth in the Warrant Agreement.


                                      A-1
<PAGE>

                  The initial Exercise Price per share of Common Stock for any
Warrant shall be equal to $0.01 per share. The Exercise Price is subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.

                  No warrant may be exercised after 5:00 p.m. New York City
Time on June 30, 2010 and to the extent not exercised by such time such
warrants shall become void.

                  Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

                  This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement.

                  This Warrant Certificate shall be governed and construed in
accordance with the internal laws of the State of New York.

                                             ANC RENTAL CORPORATION



                                             By
                                               -------------------------
                                               [Name]
                                               President



                                             By
                                               -------------------------
                                               [Name]
                                               President

Countersigned:

Dated:


---------------------------------,
as Warrant Agent



By
  -------------------------------
  Authorized Signatory


                                      A-2
<PAGE>

                         [Form of Warrant Certificate]

                                   [Reverse]

                  The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants expiring June 30, 2010 entitling the
holder on exercise to receive shares of Common Stock, par value $0.01 per
share, of the Company (the "COMMON STOCK"), and are issued or to be issued
pursuant to a Warrant Agreement dated as of September 28, 2001 (as amended from
time to time, the "WARRANT AGREEMENT"), duly executed and delivered by the
Company to The Bank of New York, a New York banking corporation, as warrant
agent (the "WARRANT AGENT"), which Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the holders (the
words "HOLDERS" or "HOLDER" meaning the registered holders or registered
holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the
holder hereof upon written request to the Company.

                  Warrants may be exercised at any time on or before 5:00 p.m.
New York City time on June 30, 2010. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate,
with the form of election to purchase set forth hereon properly completed and
executed, together with payment of the Exercise Price as specified in the
Warrant Agreement at the office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall
be issued to the holder hereof or his assignee a new Warrant Certificate
evidencing the number of Warrants not exercised. No adjustment shall be made
for any dividends on any Common Stock issuable upon exercise of this Warrant.

                  The Warrant Agreement provides that upon the occurrence of
certain events the number of Warrant Shares set forth on the face hereof may,
subject to certain conditions, be adjusted. No fractions of a share of Common
Stock will be issued upon the exercise of any Warrant, but the Company will pay
the cash value thereof determined as provided in the Warrant Agreement.

                  The holders of the Warrants are entitled to certain
registration rights with respect to the Common Stock purchasable upon exercise
thereof. Said registration rights are set forth in full in a Registration
Rights Agreement dated as of September 28, 2001, among the Company and certain
investors named therein, as amended from time to time. A copy of the
Registration Rights Agreement may be obtained by the holder hereof upon written
request to the Company or the Warrant Agent.

                  Warrant Certificates, when surrendered at the principal
corporate trust office of the Warrant Agent by the registered holder thereof in
person or by legal representative or attorney duly authorized in writing, may
be exchanged, in the manner and subject to the limitations provided in the
Warrant Agreement, but without payment of any service charge, for


                                      A-3
<PAGE>

another Warrant Certificate or Warrant Certificates of like tenor evidencing in
the aggregate a like number of Warrants.

                  Upon due presentation for registration of transfer of this
Warrant Certificate at the office of the Warrant Agent a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.

                  The Company and the Warrant Agent may deem and treat the
registered holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the holder(s) hereof, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.

                              Election to Purchase

                   (To Be Executed Upon Exercise Of Warrant)

                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to receive __________ shares of
Common Stock and herewith tenders payment for such shares to the order of ANC
Rental Corporation in the amount of $______ in accordance with the terms hereof
unless the holder is exercising Warrants pursuant to the net exercise
provisions of Section 6 of the Warrant Agreement. The undersigned requests that
a certificate for such shares be registered in the name of __________________,
whose address is _______________________________ and that such shares be
delivered to ________________ whose address is ___________
______________________. If said number of shares is less than all of the shares
of Common Stock purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the remaining balance of such shares be
registered in the name of ______________, whose address is
_________________________, and that such Warrant Certificate be delivered to
_________________, whose address is __________________.

                                    Signature:

Date:

                                    Signature Guaranteed:


                                      A-4
<PAGE>

                                                                        ANNEX A

                             ANC RENTAL CORPORATION

                                      and

                              THE BANK OF NEW YORK

                        -------------------------------

                               WARRANT AGREEMENT

                         Dated as of September 28, 2001


                                      A-5
<PAGE>

                               WARRANT AGREEMENT

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>               <C>                                                                                  <C>
SECTION 1.        Appointment of Warrant Agent...........................................................1

SECTION 2.        Warrant Certificates...................................................................1

SECTION 3.        Execution of Warrant Certificates......................................................1

SECTION 4.        Registration and Countersignature......................................................2

SECTION 5.        Registration of Transfers and Exchanges................................................2

SECTION 6.        Terms and Release of Warrants..........................................................3

SECTION 7.        Payment of Taxes.......................................................................5

SECTION 8.        Mutilated or Missing Warrant Certificates..............................................6

SECTION 9.        Reservation of Warrant Shares..........................................................6

SECTION 10.       Obtaining Stock Exchange Listings......................................................7

SECTION 11.       Adjustment of Number of Warrant Shares.................................................7

SECTION 12.       Fractional Interests..................................................................23

SECTION 13.       Notices to Warrant Holders............................................................24

SECTION 14.       Merger, Consolidation or Change of Name of Warrant Agent..............................25

SECTION 15.       Warrant Agent.........................................................................25

SECTION 16.       Change of Warrant Agent...............................................................28

SECTION 17.       Notices to Company and Warrant Agent..................................................28

SECTION 18.       Supplements and Amendments............................................................29

SECTION 19.       Successors............................................................................29

SECTION 20.       Termination...........................................................................30

SECTION 21. GOVERNING LAW...............................................................................30
</TABLE>

<PAGE>

<TABLE>
<S>               <C>                                                                                   <C>
SECTION 22.       Benefits of This Agreement............................................................30

SECTION 23.       Counterparts..........................................................................30

Exhibit A         Form of Warrant Certificate
</TABLE>