<PAGE>

                                                                    EXHIBIT 10.2

                                 RENT-WAY, INC.

                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT is made as of July 1, 2002, is between Rent-Way, Inc., a
Pennsylvania corporation with its principal offices at One RentWay Place, Erie,
Pennsylvania 16505 (the "Employer" or "Corporation"), and William Short, an
individual residing at 4182 Stone Creek Drive, Erie, Pennsylvania 16506 (the "
Employee").

     WHEREAS, the Employee is currently employed by the Corporation pursuant to
an employment agreement dated December 1, 2000;

     WHEREAS, the Corporation desires to employ and the Employee desires to
accept such employment upon the terms and conditions contained in this
Agreement;

     NOW, THEREFORE, in consideration of the promises and of the covenants
contained in this Agreement, the Corporation and the Employee agree as follows:

     1.   DEFINITIONS. The following definitions apply for purposes of this
Agreement:

          a)   "Board of Directors" or "Board" means the Board of Directors of
 the Corporation.

          b)   "Cause" means a material breach of his obligations under this
Agreement (any breach of Articles 10, 11 or 12 hereof being an example of such a
material breach), gross negligence or willful misconduct in the performance of
his duties to the Corporation, dishonesty to the Corporation, conviction of any
crime which could have the effect of causing the termination or suspension of
any license or permit which the Corporation holds, conviction of any felony,
conviction of a misdemeanor which substantially impairs the Employee's ability
to perform his duties to the Corporation, or excessive absenteeism not related
to disability.

          c)   "Change in Control" means and shall be deemed to have occurred
if: (i) any "person" as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the
Corporation, any trustee or other fiduciary holding securities under any
employee benefit plan of the Corporation, or any entity owned, directly or
indirectly, by the shareholders of the Corporation in substantially the same
proportions as their ownership of the voting securities of the Corporation), is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to
time), directly or indirectly, of securities representing 25% or more of the
combined voting power of the Corporation's then outstanding securities; (ii)
during any period of two consecutive years (not including any period prior to
the date of this Agreement), individuals who at the beginning of such period
constitute the Board of Directors, and any new director (other than a director
designated by a person who has entered into an

<PAGE>


                                      -2-


agreement with the Corporation to effect a transaction described in clause (i),
(iii), or (iv) of this paragraph) whose election by the Board of Directors or
nomination for election by the Corporation's shareholders was approved by a vote
of at least two-thirds of the directors then still in office who either were
directors at the beginning of the two-year period or whose election or
nomination for election was previously approved, cease for any reason to
constitute at least a majority of the Board of Directors; (iii) the
Corporation's shareholders approve a merger or consolidation of the Corporation
with any other corporation, other than a merger or consolidation that would
result in the voting securities of the Corporation outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the
combined voting power of voting securities of the Corporation or such surviving
entity outstanding immediately after such merger or consolidation; provided,
however, that a merger or consolidation effected to implement a recapitalization
of the Corporation (or similar transaction) in which no person acquires more
than 25% of the combined voting power of the Corporation's then outstanding
securities shall not constitute a Change in Control; or (iv) the Corporation's
shareholders approve a plan of complete liquidation of the Corporation or an
agreement for the sale or disposition by the Corporation of all or substantially
all of the Corporation's assets. If any of the events enumerated in clause (i)
through (iv) occur, the Corporation's Board of Directors shall determine in good
faith the effective date of the Change in Control resulting therefrom for
purposes of this Agreement.

          d)   "Code" means the Internal Revenue Code of 1986, as amended.

          e)   "Corporation" means Rent-Way, Inc.

          f)   "Disability" means a disability that has existed for a period of
6 consecutive months and because of which the Employee is physically or mentally
unable to substantially perform his regular duties as Senior Vice President,
Operations of the Corporation.

          g)   "Termination In Connection With A Change In Control" means any of
the following events occurring within twenty four (24) months following, or,
directly or indirectly, in connection with, or in anticipation of a Change in
Control:

               (1)  A termination of Employee's employment by the Corporation
                    for any reason other than Cause.

               (2)  A termination of Employee's employment by Employee because
                    any successor to the Corporation's operations or assets
                    (whether acquired by merger, sale, consolidation or
                    otherwise) ("Successor") fails to:

                    (i)  appoint the Employee to a position with the Successor
having the same responsibilities, duties, title, reporting responsibilities
within the business organization, status, role and authority the Employee now
holds with the Corporation;

<PAGE>

                                       -3-

                    (ii) acknowledge and assume, in writing, this Agreement at
the time of the Change in Control; or

                    (iii) acknowledge and assume, in writing, any
indemnification agreement with the Employee or by law provisions regarding
indemnification which are in effect at the time of the Change in Control.

     2.   EMPLOYMENT; DUTIES. Subject to the terms and conditions set forth in
this Agreement, the Corporation hereby agrees to employ the Employee and the
Employee hereby accepts employment as Senior Vice President, Operations of the
Corporation in full charge of the Corporation's field operations, subject to the
provisions of the by-laws of the Corporation in respect of the duties and
responsibilities assigned from time to time by the Chairman of the Board, the
Chief Executive Officer and/or the President, and subject also at all times to
the control of the Board of Directors. The Employee will perform those duties
and discharge those responsibilities as are commensurate with his position, and
as the Chairman of the Board of Directors, the Chief Executive Officer and/or
the President from time to time reasonably direct that are commensurate with his
position. The Employee agrees to perform his duties and discharge his
responsibilities in a faithful manner and to the best of his ability and to use
all reasonable efforts to promote the interests of the Corporation. The Employee
may not accept other gainful employment except with the prior consent of the
Chairman of the Board of Directors or the Chief Executive Officer of the
Corporation. The Employee may be involved in charitable, civic and religious
organizations so long as they do not materially interfere with the performance
of the Employee's duties hereunder. The Employee shall be entitled to make and
manage personal investments, provided such investments and any activities
undertaken in connection therewith do not violate any restrictive covenants in
Sections 10 or 11 of this Agreement.

     3.   COMPENSATION.

          (a)  Base Salary. During the term of the Employee's employment under
this Agreement, the Employee will receive a base salary of Two Hundred Fifty
Thousand Dollars ($250,000) per year, payable in accordance with the
Corporation's normal payroll practices. On an annual basis, the Chairman of the
Board of Directors or the Chief Executive Officer will, in good faith, review
the base salary of the Employee to consider appropriate increases (but not
decreases) therein. If the Employee dies during the period of his employment
under this Agreement, employment for any part of the month of his death will be
considered employment for the entire month.

          (b)  Annual Cash Bonuses. During the term of the Employee's employment
under this Agreement, the Employee will be entitled to receive an annual cash
bonus calculated pursuant to performance standards developed by the
Corporation's compensation committee in consultation with the Employee, as such
standards are in effect from time to time. The target amount of the bonus shall
be 50% of the Employee's base salary as of the end of the fiscal period of the
Corporation for which the bonus is calculated.

<PAGE>

                                      -4-



          (c)  Stock Options. Upon execution of this Agreement and subject to
approval by the Board of Directors, the Corporation will award the Employee a
grant of 75,000 options to acquire shares of the Corporation's common stock
under the Corporation's stock option plans at an exercise price equal to the
closing price of the Corporation's common stock as reported by the New York
Stock Exchange on the date of grant. The agreement evidencing these options will
provide for the vesting of the options as follows: 25,000 options on the date of
this Agreement; 25,000 options on July 1, 2003 and 25,000 options on July 1,
2004.

          (d)  Withholding. The Corporation will deduct or withhold from all
salary and bonus payments, and from all other payments made to the Employee
pursuant to this Agreement, all amounts that are legally required to be deducted
or withheld.

          4.   OTHER BENEFITS AND TERMS. During the term of the Employee's
employment under this Agreement, the Employee will be entitled to the following
other benefits and terms:

          (a)  The Employee will be entitled to participate in the Corporation's
health and medical benefit plans; any pension, profit sharing and retirement
plans; and any insurance policies or programs from time to time generally
offered to all or substantially all executive officers who are employed by the
Corporation. These plans, policies and programs are subject to change at the
sole discretion of the Corporation.

          (b)  The Employee will be entitled to any other fringe benefit from
time to time generally offered to all or substantially all senior executives
employed by the Corporation.

          5.   VACATIONS. The Employee will be entitled to four (4) weeks of
paid vacation each calendar year. Unused vacation in any year may not be carried
over to subsequent years.

          6.   REIMBURSEMENT FOR EXPENSES. The Corporation will reimburse the
Employee for expenses, which the Employee may from time to time reasonably incur
on behalf of the Corporation in the performance of his responsibilities and
duties including, but not limited to, membership dues in trade and business
organizations and attendance at trade and business conferences.

          7.   PERIOD OF EMPLOYMENT. Subject to the provisions of this Section,
the period of employment of the Employee under this agreement will be deemed to
begin on July 1, 2002 and continue until June 30, 2005 (the "Initial Term").
Upon the expiration of the Initial Term, the period of employment will be
automatically extended for additional one year periods thereafter, unless either
party provides 120 days prior written notice to the other that it does not wish
to extend the Employee's employment beyond its then present term.

<PAGE>

                                      -5-


          Notwithstanding the foregoing:

          (a)  The Employee's employment will automatically terminate upon the
death or Disability of the Employee. The foregoing is subject to the duty of the
Corporation to provide reasonable accommodation under the Americans with
Disabilities Act.

          (b)  The Corporation may, at its sole option, terminate the Employee's
employment at any time and for any reason by delivering written notice to the
Employee.

          (c)  The Employee, at his sole option, may terminate his employment by
providing written notice to the Corporation at least 30 days prior to the
effective date of the termination of employment specified in the notice. If the
Employee terminates his employment under this Section 7. (c), he will only be
entitled to receive the compensation and other benefits provided under this
Agreement through the effective date of the termination.

Any notice of termination of employment given by a party must specify the
particular termination provision of this Agreement relied upon by the party and
must set forth in reasonable detail the facts and circumstances that provide a
basis for the termination.

          8.   BENEFITS UPON TERMINATION. The Corporation will provide the
following benefits upon the termination of the Employee's employment with the
Corporation.

          (a)  Upon Termination By The Corporation Other Than For Cause Or
"Termination In Connection With A Change In Control.". Upon the Corporation's
termination of the Employee's employment for other than Cause or a Termination
In Connection With A Change In Control, the Corporation will provide the
following:

               (i) Salary And Fringe Benefits. The Employee will receive his
          salary and Fringe Benefits through the effective date of termination
          of employment. The Employee will also receive (i) his annual base
          salary and (ii) his full fringe benefits, including medical and health
          insurance ("Fringe Benefits"), in effect on the date of notice of
          termination for a period of 24 months beginning with the month next
          following the month during which his employment terminates or the
          balance of the Initial Term, whichever is the longer period. If the
          Employee dies during this period, dependent health or medical Fringe
          Benefits will be provided for the balance of the period.

               (ii) Accrued Vacation. The Employee will receive payment for
          accrued but unused vacation, which payment will be equitably prorated
          based on the period of active employment for that portion of the
          calendar year in which the Employee's termination of employment
          becomes effective.

The cash payments provided for in this subsection (a) may be made in one lump
sum within ten business days, or paid out over the period stated in Section
8(a)(i) at the Corporation's discretion following the effective date of the
Employee's termination of employment.

<PAGE>

                                      -6-


          (b)  Termination of Employment for Cause. The Corporation shall have
the right to terminate the Employee's employment immediately in the event the
Employee shall do or cause to be done any act, which constitutes "cause" (as
defined in Section 1.b. of this Agreement) for termination. Should the
Employee's employment be terminated by the Corporation for cause, the
Corporation's only obligation shall be to pay the Employee his base salary
through the date of termination. Nothing contained in this Article 8 shall in
any way waive, restrict or prejudice the Corporation's rights against the
Employee with respect to the matter for which the Employee's employment under
this Agreement is terminated for cause.

          (c)  Upon Termination For Disability. Upon termination of the
Employee's employment because of Disability, the Corporation will provide the
following:

               (i) Salary And Fringe Benefits. The Employee will receive his
          salary and Fringe Benefits through the effective date of termination
          of employment. The Employee will also receive his annual base salary
          and Fringe Benefits, as in effect on the date immediately before the
          Disability, for a period of 6 months commencing with the month
          following the month during which his employment terminates. If the
          Employee dies during the 6-month period, his salary payments under
          this subsection will continue to be paid to his estate for the balance
          of the 6-month period and any dependent health or medical Fringe
          Benefits will be provided in each case for the balance of the 6-month
          period.

               (ii) Accrued Vacation. The Employee will receive payment for
          accrued but unused vacation, which payment will be equitably prorated
          based on the period of active employment for that portion of the
          calendar year in which the Employee's termination becomes effective.

The vacation payment provided for in this subsection (c) will be made in one
lump sum within ten business days following the effective date of the Employee's
termination of employment because of Disability.

          (d)  Upon Termination For Death. Upon termination of the Employee's
employment because of his death, the Corporation will provide the following:

               (i) Salary And Fringe Benefits. The Employee's salary and Fringe
          Benefits through the effective date of termination of employment. The
          Employee's estate will also receive his annual base salary as in
          effect on the date immediately prior to his date of death, for a
          period of 12 months. Any dependent health or medical Fringe Benefits
          will be provided for the 12-month period following the month in which
          the Employee dies.

               (ii) Accrued Vacation. The Employee's successor as provided in
          Section 12 will receive payment for accrued but unused vacation, which
          payment will be equitably prorated based on the period of active
          employment for that portion of the calendar year in which the Employee
          died.


<PAGE>

                                      -7-


               (iii) STock Options. Notwithstanding any contrary provisions
          contained in any stock option agreement evidencing stock options
          granted to the Employee, as of the effective date of the Employee's
          termination of employment because of Death the Corporation will allow
          the successor 12 months from the date of death to exercise any stock
          option vested in the Employee at the time of death.

The vacation payment provided for in this subsection (d) will be made in one
lump sum within ten business days following the effective date of the Employee's
termination of employment because of death.

          (e)  Reduction In Fringe Benefits. Medical and health Fringe Benefits
under this Section will be reduced to the extent of any medical and health
fringe benefits provided by and available to the Employee from any subsequent
employer.

          (f)  Determination Of Disability. Any questions as to the existence of
a physical or mental condition which would give rise to the Disability of the
Employee upon which the Employee and the Corporation cannot agree will be
determined by a qualified independent physician selected by the Corporation and
reasonably acceptable to the Employee (or, if the Employee is incapacitated and
unable to make a selection, the determination of acceptability of the physician
will be made by any adult member of his immediate family). The physician's
written determination to the Corporation and to the Employee will be final and
conclusive for all purposes of this Agreement.

          (g)  Continuation of Healthcare Coverage. For purposes of COBRA
continuation healthcare coverage, the "qualifying event" will be deemed to have
occurred at the end of the period during which health and medical benefits are
provided under this Section 8.

          (h)  Indemnity. For a 12-month period following the date of the
Employee's termination of employment, the Corporation will continue any
indemnification agreement with the Employee and any directors' and officers'
liability insurance insuring the Employee at the date of such termination. At
the Employee's request, the Corporation will cause a certificate of insurance,
in a form satisfactory to the Employee, verifying this coverage to be provided
to the Employee on an annual basis.

          9.   NON-EXCLUSIVITY OF RIGHTS. Except as otherwise specifically
provided, nothing in this Agreement will prevent or limit the Employee's
continued or future participation in any benefit, incentive, or other plan,
practice, or program provided by the Corporation and for which the Employee may
qualify. Any amount of vested benefit or any amount to which the Employee is
otherwise entitled under any plan, practice, or program of the Corporation will
be payable in accordance with the plan, practice, or program, except as
specifically modified by this Agreement.

          10.  CONFIDENTIALITY. During the course of his employment, the
Employee will have access to confidential information relating to the lines of
business of the Corporation, its trade secrets, marketing techniques, technical
and cost data, information concerning customers and

<PAGE>

                                      -8-


suppliers, information relating to product lines, and other valuable and
confidential information relating to the business operations of the Corporation
not generally available to the public (the "Confidential Information"). The
parties hereby acknowledge that any unauthorized disclosure or misuse of the
Confidential Information could cause irreparable damage to the Corporation. The
parties also agree that covenants by the Employee not to make unauthorized use
or disclosures of the Confidential Information are essential to the growth and
stability of the business of the Corporation. Accordingly, the Employee agrees
to the confidentiality covenants set forth in this Section.

     The Employee agrees that, except as required by his duties with the
Corporation as he reasonably determines or as authorized by the Corporation in
writing, he will not use or disclose to anyone at any time, regardless of
whether before or after the Employee ceases to be employed by the Corporation,
any of the Confidential Information obtained by him in the course of his
employment with the Corporation. The Employee shall not be deemed to have
violated this Section 10 by disclosure of Confidential Information that at the
time of disclosure (a) is publicly available or becomes publicly available
through no act or omission of the Employee, or (b) is disclosed as required by
court order or as otherwise required by law, on the condition that notice of the
requirement for such disclosure is given to the Corporation prior to making any
disclosure.

     The Employee agrees that since irreparable damage could result from his
breach of the covenants in this Section, in addition to any and all other
remedies available to the Corporation, the Corporation will have the remedies of
a restraining order, injunction or other equitable relief to enforce the
provisions thereof. The Employee consents to jurisdiction in Erie County,
Pennsylvania, on the date of the commencement of any action for purposes of any
claims under this Section. In addition, the Employee agrees that the issues in
any action brought under this Section will be limited to claims under this
Section, and all other claims or counterclaims under other provisions of this
Agreement will be excluded.

     11.  NON-COMPETITION. In consideration of the compensation and other
benefits to be paid to the Employee under and in connection with this Agreement,
the Employee agrees that, beginning on the date of this Agreement and continuing
until the Covenant Expiration Date (as defined in subsection (b) below), he will
not, directly or indirectly, for his own account or as agent, employee, officer,
director, trustee, consultant, partner, stockholder or equity owner of any
corporation or any other entity (except that he may passively own securities
constituting less than 1% of any class of securities of a public company), or
member of any firm or otherwise, (i) engage or attempt to engage, in the
Restricted Territory (as defined in subsection (d) below), in any business
activity which is directly or indirectly competitive with the business conducted
by the Corporation or any Affiliate at the Reference Date (as defined in
subsection (c) below), (ii) employ or solicit the employment of any person who
is employed by the Corporation or any Affiliate at the Reference Date or at any
time during the twelve-month period preceding the Reference Date, except that
the Employee will be free to employ or solicit the employment of any such person
whose employment with the Corporation or any Affiliate has terminated for any
reason (without any interference from the Employee) and who has not been
employed by the Corporation or any Affiliate for at least twelve months, (iii)
canvass or solicit business in


<PAGE>

                                       -9-


competition with any business conducted by the Corporation or any Affiliate at
the Reference Date from any person or entity who during the twelve-month period
preceding the Reference Date was a customer of the Corporation or any Affiliate
or from any person or entity which the Employee has reason to believe might in
the future become a customer of the Corporation or any Affiliate as a result of
marketing efforts, contacts or other facts and circumstances of which the
Employee is aware, (iv) willfully dissuade or discourage any person or entity
from using, employing or conducting business with the Corporation or any
Affiliate or (v) intentionally disrupt or interfere with, or seek to disrupt or
interfere with, the business or contractual relationship between the Corporation
or any Affiliate and any supplier who during the twelve-month period preceding
the Reference Date shall have supplied products, materials or services to the
Corporation or any Affiliate.

     Notwithstanding the foregoing, the restrictions imposed by this Section
shall not in any manner be construed to prohibit, directly or indirectly, the
Employee from serving as an employee or consultant of the Corporation or any
Affiliate.

     For purposes of this Agreement, the following terms have the meanings given
to them below:

     (a)  "Affiliate" means any joint venture, partnership or subsidiary now or
hereafter directly or indirectly owned or controlled by the Corporation. For
purposes of clarification, an entity shall not be deemed to be indirectly or
directly owned or controlled by the Corporation solely by reason of the
ownership or control of such entity by shareholders of the Corporation.

     (b)  "Covenant Expiration Date" means the date, which is 365 days after the
Termination Date.

     (c)  "Reference Date" means (A) for purposes of applying the covenants set
forth in this Section at any time prior to the Termination Date, the then
current date, or (B) for purposes of applying the covenants set forth in this
Section at any time on or after the Termination Date, the Termination Date.

     (d)  "Restricted Territory" means the 50 states of the United States of
America and wherever the Corporation has planned or is operating stores at the
Termination Date.

     (e)  "Termination Date" means the date of termination of the Employee's
employment with the Corporation; provided however that the Employee's employment
will not be deemed to have terminated so long as the Employee continues to be
employed or engaged as an employee or consultant of the Corporation or any
Affiliate, even if such employment or engagement continues after the expiration
of the term of this Agreement.

     12.  SUCCESSORS. This Agreement is personal to the Employee and may not be
assigned by the Employee other than by will or the laws of descent and
distribution. This Agreement will inure to the benefit of and be enforceable by
the Employee's legal

<PAGE>

                                      -10-


representatives or successors in interest. Notwithstanding any other provision
of this Agreement, the Employee may designate a successor or successors in
interest to receive any amounts due under this Agreement after the Employee's
death. If he has not designated a successor in interest, payment of benefits
under this Agreement will be made to his estate. A designation of a successor in
interest must be made in writing, signed by the Employee, and delivered to the
Employer pursuant to Section 15. Except as otherwise provided in this Agreement,
if the Employee has not designated a successor in interest, payment of benefits
under this Agreement will be made to the Employee's estate. This Section will
not supersede any designation of beneficiary or successor in interest made by
the Employee or provided for under any other plan, practice, or program of the
Employer.

     The Agreement will inure to the benefit of and be binding upon the
Corporation and its successors and assigns.

     The Corporation will require any successor (whether direct or indirect by
acquisition of assets, merger, consolidation or otherwise) to all or
substantially all of the operations or assets of the Corporation or any
successor and without regard to the form of transaction used to acquire the
operations or assets of the Corporation, to assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no succession had taken place. As used in this
Agreement, "Corporation" means the Corporation and any successor to its
operations or assets as set forth in this Section that is required by this
clause to assume and agree to perform this Agreement or that otherwise assumes
and agrees to perform this Agreement.

     13.  FAILURE, DELAY OR WAIVER. No course of action or failure to act by the
Corporation or the Employee will constitute a waiver by the party of any right
or remedy under this Agreement, and no waiver by either party of any right or
remedy under this Agreement will be effective unless made in writing.

     14.  SEVERABILITY. Whenever possible, each provision of this Agreement will
be interpreted in such a manner as to be enforceable under applicable law.
However, if any provision of this Agreement is deemed unenforceable under
applicable law by a court having jurisdiction, the provision will be
unenforceable only to the extent necessary to make it enforceable without
invalidating the remainder thereof or any of the remaining provisions of this
Agreement.

     15.  NOTICE. All written communications to parties required hereunder must
be in writing and (a) delivered in person, (b) mailed by registered or certified
mail, return receipt requested, (such mailed notice to be effective 4 days after
the date it is mailed) or (c) sent by facsimile transmission, with confirmation
sent by way of one of the above methods, to the party at the address given below
for the party (or to any other address as the party designates in a writing
complying with this Section, delivered to the other party):




<PAGE>
                                      -11-


     If to the Corporation:

            Rent-Way, Inc.
            One RentWay Place
            Erie, Pennsylvania 16505
            Attention:  Chief Executive Officer
            Telephone: (814) 455-5378
            Telecopier: (814) 455-5379

     If to the Employee:

            William  Short
            4182 Stone Creek Drive
            Erie, Pennsylvania 16506
            (814) 838-1753

     16.  ARBITRATION OF DISPUTES. Except for an alleged violation of Section 10
or 11 of this Agreement, the Employee and the Corporation waive any right to a
court (including jury) proceeding and instead agree to submit any dispute over
the Employee's employment with the Corporation or the application,
interpretation, validity or any other aspect of this Agreement to final and
binding arbitration consistent with the application of the Federal Arbitration
Act and the procedural rules of the American Arbitration Association ("AAA")
before an arbitrator who is a member of the National Academy of Arbitrators
("NAA") out of an NAA panel of 11 arbitrators to be supplied by the AAA. Only
true neutrals will be eligible for consideration as arbitrators and under no
circumstances will AAA furnish the names of individuals who represent employees,
unions or companies.

     17.  MISCELLANEOUS. This Agreement (a) may not be amended, modified or
terminated orally or by any course of conduct pursued by the Corporation or the
Employee, but may be amended, modified or terminated only by a written agreement
duly executed by the Corporation and the Employee, (b) is binding upon and
inures to the benefit of the Corporation and the Employee and each of their
respective heirs, representatives, successors and assignees, except that the
Employee may not assign any of his rights or obligations pursuant to this
Agreement, (c) except as provided in Sections 4 and 9 of this Agreement,
constitutes the entire agreement between the Corporation and the Employee with
respect to the subject matter of this Agreement, and supersedes all oral and
written proposals, representations, understandings and agreements previously
made or existing with respect to such subject matter, including, but not limited
to, the prior employment agreement between the parties dated December 1, 2000,
and (d) will be governed by, and interpreted and construed in accordance with,
the laws of the Commonwealth of Pennsylvania, without regard to principles of
conflicts of law.

     18.  MULTIPLE COUNTERPARTS. This Agreement may be executed in one or more
counter parts, each of which shall be deemed an original, but all of which
together shall

<PAGE>

                                      -12-


constitute one and the same instrument. Any party may execute this Agreement by
facsimile signature and the other party shall be entitled to rely on such
facsimile signature as evidence that this Agreement has been duly executed by
such party. Any party executing this Agreement by facsimile signature shall
immediately forward to the other party an original page by overnight mail.


     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

                                       RENT-WAY, INC.


                                       By:  /s/ William E. Morgenstern
                                           -------------------------------
                                                William E. Morgenstern
                                                Chairman of the
                                                Board of Directors & CEO


                                        EMPLOYEE:


                                       By:  /s/ William  Short
                                           -------------------------------
                                                William  Short