EXHIBIT 11.1















                                  Ethics Code
















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                           LOCALIZA RENT A CAR S.A.
                           LOCALIZA FRANCHISING S.A.
                               TOTAL FLEET S.A.
                       PRIME PRESTADORA DE SERVICOS S.A.
                   LOCALIZA MASTER FRANCHISEE ARGENTINA S.A.
                       LOCALIZA FRANCHISING BRASIL S.A.


Introduction

Localiza Rent a Car S.A., Localiza Franchising S.A., Total Fleet S.A., Prime
Prestadora de Servicos S.A., Localiza Master Franchisee Argentina S.A., Localiza
Franchising Brasil S.A. are herein collectively referred to as Localiza.

Localiza is a company which is open to the processes of change now transforming
our society. The speed of these developments has led to a range of consequences
in every field and affected all our habits and customs, so that ethical
behavior is both a personal and professional aspiration and one required of all
organizations.

In this environment of rapid change, where we frequently experience concerns
and conflict of interests, we prepared our Ethics Code in order to set
consistent standards as benchmarks that are adapted to the business culture of
the organization itself, customer-focused, and based on appreciation of the
value of the individual.

This Code recognizes our organization as socially responsible and part of
society in every country and location where it is active. It aims to produce an
appropriate response to the demands of a fast moving and complex globalized
market.

We are determined to maintain our competitive edge and our prospects for the
future, and an exemplary approach to ethics is one of the cornerstones of this
process.

We are therefore making this Ethics Code applicable to everyone within the
organization. The point is not to set final rules that will cover any situation
that may arise, but to pose consistent standards of ethics that can guide our
organizational and personal behavior on the road toward our business and
personal integrity.

It is up to each and every one of us to ensure that the standards described
here translate into a homogeneous culture, leading to fair treatment, equity
and probity in all Localiza's relations with its customers, employees,
suppliers, partners, competitors and the community in general.

This Ethics Code does not end here. It must be periodically reviewed in order
to adapt to any modifications in our organization, in the market or in society
as a whole.

Should you have doubts in relation to any attitude, behavior, situation or
sensitive issue that is only partially covered in the Code or omitted, seek
assistance from your immediate superior, or other departments in the company
that you believe to be informed on the issue.

If you would like to obtain copies of this Ethics Code, call our Marketing
Communications department in Belo Horizonte, Brazil, tel. (55.31) 3247.7879,
fax (55.31) 3247.7678.


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The organization's reputation

Our reputation has been, and will always be one of the decisive factors for our
success and perpetuity.

It also reflects the quality of our products and services, the excellence of
our human resources and our personal, professional and business ethics.

So we aim to continue and enhance our position as an honest and serious company
that strives for excellence, that is guided by high ethical standards,
providing confidence to our customers, employees and to the community in
general.


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Workplace environment

We wish to provide all our employees with the best workplace environment,
sharing the social concerns of society in general and practicing the principles
of no discrimination on the basis of nationality, race, religion, gender or
age.

All our employees have the duty of striving to introduce and maintain a clean,
healthy, organized, safe and productive workplace environment.

Therefore, we shall not admit any expression of prejudice, nor actions, or
remarks or any kind of conduct that may create an environment that involves
constraint or intimidation or that is in any way offensive or deleterious.

We shall appreciate the personal and professional development of our employees,
as well as the commitment to higher levels of performance and bonus reward
policies that prioritize productivity and profit sharing for them.

Providing guidance for any employee making mistakes in the course of their
duties constitutes a value for the company. Penalties will only be applicable
in cases of serious violations or when there is recidivism in relation to
faults, even after previous guidance has been provided.


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Personal conduct

We would like you to take pride in working with us and to be capable of
transmitting this feeling to others.

The company will do all it can to help you show pride in working here in any
environment or in any occasion. It is our belief that every single one of us
has an important role to play in building and sustaining the reputation of this
company.

We should pay attention to our personal and professional conduct and the kind
of concept that we convey to people with regards to our integrity.

Let us recall that it is up to them to decide whether we are trustworthy. This
means that we should always act honestly and impartially, consciously and in a
transparent manner, and should always be committed to the company respecting
its culture and values.

You have the duty to do not overlook if you become aware of the occurrence of
any illegal actions or actions undertaken by any collaborator that may damage
our integrity.

The company will give all employees the benefit of the doubt, in other words,
all employees are assumed innocent and the company will be on their side unless
there is conclusive proof of guilt.

Any disclosure of inside information to certain customers in relation to
products and services before making the news available to all our customers in
general should be avoided. This will only be permitted in particular cases
after authorization, when:

o    the customer is working in partnership to develop or to test these new
     products or services;

o    there is a need for partial disclosure to provide planning guidelines to
     customers.


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Conflict of interest

With each passing day, our professional and personal lives are increasingly
intertwined. Therefore, we must be alert to avoid the conflicts of interest
that may arise if you are engaged in an activity or promoting affairs of your
own personal interest that may be contrary to the interests of the company.

The following items amount to undesirable actions in this respect:

o    holding, directly or indirectly, through spouse, children or 1st degree
     relatives, shares and/or interests in any institution that may derive
     advantage in so far as it is involved in business relations with the
     company or is competing with it;

o    rendering services of any kind to other organizations, directly or
     indirectly remunerated, that conflict with our interests, except in cases
     where there is prior authorization;

o    gaining privileged financial advantages, direct or indirectly, in relation
     to institutions that maintain business relations with us;

o    accepting, directly or indirectly, money or objects of value from any
     person or entity that has been or may be interested in having business
     relations with the company;

o    providing competitors or third parties any reserved information in
     relation to customers, pricing policies, or marketing, economic and
     financial plans;

o     unduly passing to third parties benefits offered exclusively to employees;

o    not reporting the existence of a spouse or 1st degree relation or person
     in a close relationship, working or occupying positions of influence in
     the company, or who may influence decisions that affect its affairs, or
     working in a competitor company, or vendor of products and / or services,
     or working in partnership with us. This fact should be notified to your
     immediate superior and registered in your statement of commitment;

o    making improper use of the organization's confidential information or
     competing with the company in a disloyal manner after leaving its
     employment;

o    gaining or prompting third parties to make gains of a personal character
     to close business deals;

o    using company resources (know-how, facilities, equipment, supplies,
     information and others) for personal advantage or that of third parties


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     without authorization;

o    using company premises to conduct trade union, political-party and / or
     religious activities not guaranteed by constitutional precepts or union
     agreements.

Participation in charitable, philanthropic, civic, religious, political, social
or cultural organizations does not constitute conflict of interest when these
activities do not require dedication during working time.

An employee carrying out any of the above activities must clearly show that
this is an activity of a private character must and never make use of the name
of the company.

o    We will not hire former-employees of competitors that have left those
     entities less than two years previously and in these cases superiors must
     be consulted. Similarly, we expect that our former employees will not work
     for competitors until two years after leaving the company.


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Care for company property

o        Our property consists of tangible goods (cars, equipment, facilities
         and materials) and intangible goods (information, brand and know-how).

o        You have a duty of care in relation to the custody and conservation of
         this property, and to protect it against robbery, theft or improper
         use.

o        Company property should be used only for your company business
         activity, and must not be used for private purposes or those of third
         parties, except for authorized cases.

o        Employees may not acquire goods from the company with privileged
         conditions for the commercial aim of reselling them.


Brand

The brand is one of the company's greatest assets. It should be used correctly,
since it is the most visible company symbol for the market. The brand is not
just the design, but also the colors, sound, signs, plaques, uniforms and all
symbols recalling the company's image. Their representation should be conserved
in the sense of correct use and should always be kept in appropriate
conditions. The brand may be used and publicized only for documents,
promotional items, facilities and media vehicles in accordance with the
standards set by the department responsible. Whenever you see the brand being
used inappropriately or without the proper maintenance, inform the competent
department.

Do not allow jokes to be played using the brand.

The company expects all employees to attempt to uphold the reputation of the
brand, its products, services, and know-how, and to strengthen it with actions
transmitting its integrity, whether in carrying out their work or in our
external relations. In all cases of doubt as to the proper use or conservation
of the brand, contact our communications department.

Know-how and information

Know-how is the knowledge of the company's activity and should not be disclosed
or transferred to a third party without previous authorization. Our know-how
consists of information, intellectual property and knowledge of the technical,
commercial and administrative management of the company applied to our
business, such as producing price lists, franchising agreements, techniques for
maximization of fleet use, procedure manuals, management practices and
everything related to our performance.


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In general, access, use, distribution and publicizing of information should be
democratized in the organization. The criteria for secrecy and confidentiality
will only be used in special cases.

Our customer database is a valuable company asset and as such will be treated
with due care.

Part of our employees' commitment is to guard the confidentiality of information
to which they have access.

Forwarding information to the press is the responsibility of the officers and
the company's communications department. On certain occasions, designated
employees may provide information after prior guidance.

Irregularities in obtaining, using and disclosing information or in the use of
the brand and/or company goods must be notified to your immediate superior.

Data relating to current and former employees are confidential and will only be
provided after prior notification and authorization, except for cases
stipulated under law. Information required for the full development of everyday
tasks must be provided honestly and accurately. Agility and speed in delivering
information is part of our commitment.

Providing deliberately incomplete or dishonest information or making false or
deceptive statements constitute unacceptable practice.

The use of confidential inside company information is not allowed for one's own
advantage or that of third parties.


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Relations with customers

Our relationships with customers should be governed in such a way that we can
attend to their needs, ensure their well-being and contribute to their success.
Furthermore it is important to:

o    establish a relationship of mutual trust with customers;

o    render services of the highest quality;

o    conduct our business affairs fairly;

o    only promise to do what the company is capable of doing, involving all
     aspects of our relation, including scheduled tours, reservations,
     discounts and negotiated prices, delivery deadlines for cars, coverage of
     risk and other commitments of all kinds, except for cases outside our
     control, which should be renegotiated with customers;

o    keep the loyalty with the customers;

o    provide timely and agile customer service;

o    give back any valuables or objects of their property left behind by
     customers or third parties in company cars or on company's premises;

o    not to use the competition as a selling point in a disloyal or unethical
     manner;

o    show great consideration in serving customers;

o    handle customer information confidentially and carefully;

o    use advertising based on true facts in relation to our products and
     services.


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Relations with suppliers and partners

Institutions working together with us and committed to our organization are to
be treated as partners since they publicize our brand, guide us and support us
in financing our activity and support us in developing and marketing our
products. With them, we will establish differentiated and enduring relations
based on mutual respect and trust.

When negotiating with our partners, suppliers and financial institutions,
regardless of exclusivity, size and whether they are customers or not, we
recommend:

o    making true statements, complete and not misleading ones, always
     attempting to use clear and honest communications;

o    being impartial and fair;

o    respecting and fulfilling agreements;

o    creating only expectations that can be met;

o    negotiating the best deal for all those involved.

Furthermore, you should note that:

o    even if a transaction is fair for the parties involved, it is not
     acceptable for anybody involved in the process to obtain benefits or
     personal advantages/benefits as a result of this transaction;

o    it is crucial that all interested parties are sure they were fairly
     treated throughout the process;

o    we should avoid behavior that may be misinterpreted or that may suggest
     questionable conduct;

o    only amend signed agreements after notifying and obtaining authorization
     from partners, suppliers and financial institutions;

o    in relations with partners, suppliers and financial institutions you may
     receive gifts or promotional discounts as long as they are derived from
     promotion processes or bonus awards for individuals and are in general
     use;

o    partners may have differentiated treatment, but the same criteria should
     be applied to those in the same category.


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Gift and courtesy items

Receiving gift and courtesy items

The company recommends that neither yourself nor any member of your family
should ask for or accept amounts in money, gifts or favors from suppliers,
partners or customers when such items may be seen as associated with our
business relation with the supplier, customer or partner concerned, or that may
in the future be seen in this light.

Any insinuation in relation to personal needs that might be met by the
supplier, partner or customer through money, gifts or favors constitutes
unacceptable conduct. You may only accept gifts that have no commercial value,
are part of the marketing strategy of the customer, partner or supplier, or are
widely distributed and commonly offered to all those in commercial relations
with the partner, customer or supplier.

Whenever you receive a gift or benefit worth over US$ 100, you should notify
your immediate superior. You will only be able to accept invitations to lunch,
dinner or social, cultural and sporting events, if this is recognized as
current practice in commercial relations with the supplier, partner or
customer. In such cases, keep your superior informed.

Giving presents

Similarly, our employees shall only offer customers, suppliers and partners
gifts developed as part of our marketing strategy, produced on a large scale,
without commercial value, not involving encouragement to abuse or addiction,
that do not provoke moral damage to health or ecologically, and shall only
offer lunches, dinners or tickets for shows and events within reasonable limits
as covered by our usual business practices.


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Relations with competitors

We shall maintain loyal relations with competitors, observing that:

o    these companies may have more than one kind of relation with us - they may
     be suppliers, customers, competitors or partners at different times. It is
     important to understand the different kinds of relations and maintain the
     appropriate approach for each type of relation;

o    these relations require special care, in the sense of being ethical with
     the company itself, and we should avoid discussing pricing policy, terms
     and conditions, information, plans about products, marketing, our own
     marketing studies and surveys or plans for the future. You should avoid
     being involved in any possible activity of this kind;

o    obtaining information in relation to competitors is not uncommon. This is
     normal commercial activity and is not unethical as long as information is
     obtained in an acceptable manner.


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Respect for the law and government regulations

o    We operate in competitive markets and we comply with the laws and
     government regulations in each country where we are active. In cases where
     we do not agree with the current law, we will seek legal assistance and
     legal means of defending our position.

o    The company follows the principles of the open market and free
     competition, respecting the culture and interests of all communities where
     it is working.

o    The company attempts to abstain from any political-party involvement.
     Occasionally, contributions to candidates or parties may only be made when
     allowed by law, without involving the company brand.

o    We expect all employees to be conscientious citizens and comply with the
     laws of their country of residence.


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Notifying irregularities

Our culture, values and attitude are constantly being widely disclosed thus
facilitating employees' knowledge of the basis of our ethical conduct and
ability to detect the possible existence of unethical attitudes.

It is crucial that all and any ethical problem be notified immediately.

The company has specific mechanisms for you to notify these facts. You should
seek your immediate superior, or senior managers, officers or even the
presidency if applicable, depending on your trust or your convenience.

You can also use the "Banco de Ideias", whether or not you state your own
identity.

Be constantly careful in this respect, since you are personally responsible for
maintaining our ethical standards.

All notifications of irregularities will be confidential and there will be no
harm or retaliation against the person making them.


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Doubts and other considerations

We all are subject to coming across a situation in which the ethical aspect is
not clearly shown. These situations involve what are known as ethical dilemmas.

This usually occurs when there are two or more acceptable opinions or
conflicting legitimate interests, and we cannot say that one solution is the
only correct option.

In these cases and in situations not covered by the Ethics Code, we cannot
simply accept the existence of gray zones. On the contrary, we should
thoroughly investigate all the aspects involved, identify and appraise each of
the different points of view or conflicting interests, with the aim of finding
solutions in which the best ethical alternatives prevail.

If you think you may be in one of these situations and have any doubt as to the
solution to be applied, seek the assistance of your immediate superior or
another person in the company whom you see as having competences related with
the problem in question.

Remember that in our internal and external relations confidence is a crucial
condition for our integrity and therefore your care and attention in preventing
and correcting conflict situations is important.


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Quality of Public Disclosures

The company has a responsibility to communicate effectively with investors so
that they are provided with full and accurate information, in all material
respects, about the company's financial condition and results of operations.
Our reports and documents filed with or submitted to the United States
Securities and Exchange Commission and our other public communications shall
include full, fair, accurate, timely and understandable disclosure.


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Waivers and Amendments

Any waivers (including any implicit waivers) of the provisions in this Ethics
Code for executive officers or directors may only be granted by the Board of
Directors and will be disclosed to the company's public noteholders in the
company's annual report on Form 20-F. Any waivers of this Ethics Code for other
employees may only be granted by the CEO. Amendments to this Ethics Code must
be approved by the Board of Directors and will also be disclosed in the
company's annual report on Form 20-F.


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Statement of Commitment

I have received a copy of the "Ethics Code." Having carefully read and
understood this code, I agree with the guidelines established herein. I am
aware that my responsibility and conduct must at all times be governed by the
highest personal and professional ethical standards emanating from this Code.

I am aware that non-compliance with the Code may lead to disciplinary actions
or even to my being dismissed.

In the case of any questions arising during the course of my duties, I shall
seek my immediate superior to discuss them. I am signing this "Statement of
Commitment" as an integral part of my signed employment agreement.




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