GENERAL PLEDGE AGREEMENT


TO: IMPERIAL BANK

         1. GRANT OF SECURITY INTEREST.  For valuable  consideration,  STRATFORD
AMERICAN  CORPORATION,  an  Arizona  corporation  ("Debtor"),   hereby  assigns,
transfers to and pledges with IMPERIAL BANK ("Bank") all money and property this
day  delivered  to and  deposited  with Bank,  together  with all other money or
property  heretofore  delivered or which shall hereafter be delivered to or come
into the possession, custody or control of Bank in any manner or for any purpose
whatsoever   during  the  existence  of  this  Agreement,   including,   without
limitation, all of the issued and outstanding common stock of Stratford American
Car Rental Systems, Inc. (collectively called "Collateral"), and whether held in
a general or special account or deposit for  safekeeping or otherwise,  together
with whatever is  receivable or received when any of the  Collateral or proceeds
thereof are sold,  collected,  exchanged or otherwise  disposed of, whether such
disposition is voluntary or involuntary,  including without limitation,  (a) all
rights to payment,  including returned  premiums,  with respect to any insurance
relating to any of the foregoing,  (b) all rights to payment with respect to any
cause of action affecting or relating to any of the foregoing, and (c) all stock
rights,  rights  to  subscribe,   stock  splits,   liquidating  dividends,  cash
dividends, dividends paid in stock, new securities or other property of any kind
which  Debtor is or may  hereafter  be  entitled  to  receive  on account of any
securities pledged hereunder,  including without  limitation,  stock received by
Debtor due to stock  splits or  dividends  paid in stock or sums paid upon or in
respect of any securities  pledged hereunder upon the liquidation or dissolution
of the issuer thereof  (hereinafter  called  "Proceeds"),  and in the event that
Debtor receives any such Proceeds,  Debtor will hold the same in trust on behalf
of and for the benefit of Bank and will immediately deliver all such Proceeds to
Bank in the exact form  received,  with the  endorsement  of Debtor if necessary
and/or  appropriate  undated stock powers duly executed in blank,  to be held by
Bank as part of the Collateral, subject to all terms hereof.

         2. OBLIGATIONS  SECURED. The obligations secured hereby are the payment
and performance  of: (a) all present and future  Indebtedness of Debtor to Bank;
(b) all obligations of Debtor and rights of Bank under this  Agreement;  and (c)
all present and future  obligations  of Debtor to Bank of other kinds.  The word
"Indebtedness" is used herein in its most  comprehensive  sense and includes any
and all advances,  debts, obligations and liabilities of Debtor, or any of them,
heretofore,  now or hereafter made,  incurred or created,  whether  voluntary or
involuntary and however arising, whether due or not due, absolute or contingent,
liquidated or unliquidated,  determined or undetermined,  and whether Debtor may
be liable  individually  or jointly with others,  or whether  recovery upon such
Indebtedness may be or hereafter becomes unenforceable.
<PAGE>
         3.  TERMINATION.  This Agreement will terminate upon the performance of
all obligations of Debtor to Bank, including without limitation,  the payment of
all  Indebtedness  of Debtor to Bank  existing or  committed by Bank at the time
Bank receives written notice from Debtor of the termination of this Agreement.

         4. OBLIGATIONS OF BANK.

         (a) Bank has no  obligation  to make any  loans  hereunder.  Any  money
received  by Bank in  respect  of the  Collateral  may be  deposited,  at Bank's
option,  into a  non-interest  bearing  account  over which Debtor shall have no
control, and the same shall, for all purposes, be deemed Collateral hereunder.

         (b) Bank's  obligation  with respect to Collateral  and Proceeds in its
possession shall be strictly limited to the duty to exercise  reasonable care in
the custody and  preservation  of such  Collateral  and Proceeds,  and such duty
shall not include any  obligation  to  ascertain  or to initiate any action with
respect to or to inform Debtor of maturity dates,  conversion,  call or exchange
rights,  or offers to  purchase  the  Collateral  or  Proceeds,  or any  similar
matters,  notwithstanding  Bank's knowledge of the same. Bank shall have no duty
to take any steps  necessary  to  preserve  the rights of Debtor  against  prior
parties,  or to  initiate  any action to protect  against the  possibility  of a
decline in the market value of the  Collateral  or  Proceeds.  Bank shall not be
obligated  to take  any  action  with  respect  to the  Collateral  or  Proceeds
requested by Debtor unless such request is made in writing and Bank  determines,
in its sole  discretion,  that  the  requested  action  would  not  unreasonably
jeopardize  the  value  of the  Collateral  and  Proceeds  as  security  for the
Indebtedness.  Bank may at any time deliver the Collateral and Proceeds,  or any
part thereof,  to any Debtor,  and the receipt  thereof by any Debtor shall be a
complete and full acquittance for the Collateral and Proceeds so delivered,  and
Bank  shall  thereafter  be  discharged  from any  liability  or  responsibility
therefor.

         5.  REPRESENTATIONS  AND WARRANTIES.  Debtor represents and warrants to
Bank  that:  (a)  Debtor is the  owner  and has  possession  or  control  of the
Collateral  and Proceeds;  (b) Debtor has the right to pledge the Collateral and
Proceeds;  (c) all Collateral and Proceeds are genuine, free from liens, adverse
claims, setoffs, default,  prepayment,  defenses and conditions precedent of any
kind or character,  except as heretofore  disclosed to Bank in writing;  (d) all
statements contained herein and, where applicable,  in the Collateral,  are true
and  complete;  (e) no financing  statement  covering any of the  Collateral  or
Proceeds, and naming any secured party other than Bank, is on file in any public
office; and (f) specifically with respect to Collateral and Proceeds  consisting
of investment  securities,  instruments,  chattel paper,  documents,  contracts,
insurance  policies  or any  like  property,  (i) all  persons  appearing  to be
obligated  thereon have authority and capacity to contract and are bound as they
appear to be, and (ii) the same
                                       2.
<PAGE>
comply with applicable laws concerning  form,  content and manner of preparation
and execution.

         6. COVENANTS OF DEBTOR.

         (a) Debtor Agrees in General:  (i) to pay  Indebtedness  secured hereby
when  due;  (ii)  to  indemnify  Bank  against  all  losses,  claims,   demands,
liabilities and expenses of every kind caused by property subject hereto;  (iii)
to pay all costs and expenses, including reasonable attorneys' fees, incurred by
Bank in the perfection,  preservation,  realization, enforcement and exercise of
its rights,  powers and remedies hereunder;  (iv) to permit Bank to exercise its
powers;  (v) to execute and deliver such  documents  as Bank deems  necessary to
create,  perfect and continue the security  interests  contemplated  hereby; and
(vi) not to change its chief place of business or the places  where Debtor keeps
any of the Collateral or Debtor's records concerning the Collateral and Proceeds
without  first  giving Bank  written  notice of the  address to which  Debtor is
moving same.

         (b) Debtor Agrees with Regard to the Collateral  and Proceeds:  (i) not
to permit any lien on the Collateral or Proceeds,  except in favor of Bank; (ii)
not to attempt to withdraw  any funds from any deposit  account  pledged to Bank
without  Bank's  prior  written  consent;  (iii)  not to  sell,  hypothecate  or
otherwise dispose of any of the Collateral or Proceeds, or any interest therein,
without Bank's prior written consent; (iv) to keep, in accordance with generally
accepted  accounting  principles,  complete and accurate  records  regarding all
Collateral and Proceeds,  and to permit Bank to inspect the same and make copies
thereof at any  reasonable  time;  (v) if requested by Bank,  to receive and use
reasonable diligence to collect Proceeds,  in trust and as the property of Bank,
and to  immediately  endorse as  appropriate  and deliver such  Proceeds to Bank
daily in the exact form in which they are  received  together  with a collection
report  in form  satisfactory  to Bank;  (vi)  not to  commingle  Collateral  or
Proceeds,  or collections  thereunder,  with other property;  (vii) in the event
Bank  elects to receive  payments  of Proceeds  hereunder,  to pay all  expenses
incurred by Bank in  connection  therewith,  including  expenses of  accounting,
correspondence,  collection  efforts,  filing,  recording,  record  keeping  and
expenses incidental thereto; (viii) to provide any service and do any other acts
which may be necessary to keep all Collateral and Proceeds free and clear of all
defenses,  rights of offset and  counterclaims;  and (ix) if the  Collateral  or
Proceeds  consists of securities and so long as no Event of Default  exists,  to
vote said  securities  and to give  consents,  waivers  and  ratifications  with
respect  thereto,  provided  that no vote  shall be cast or  consent,  waiver or
ratification  given or action taken which would impair  Bank's  interests in the
Collateral  and Proceeds or be  inconsistent  with or violate any  provisions of
this Agreement.

         7. POWERS OF BANK.  Debtor  appoints  Bank its true attorney in fact to
perform any of the following powers, which are coupled
                                       3.
<PAGE>
with an interest, are irrevocable until termination of this Agreement and may be
exercised from time to time by Bank's  officers and  employees,  or any of them,
whether or not Debtor is in default: (a) upon the occurrence and continuation of
an Event of  Default  (as  defined  in the Credit  Agreement),  to  perform  any
obligation of Debtor hereunder in Debtor's name or otherwise;  (b) to notify any
person  obligated on any security,  instrument or other document subject to this
Agreement of Bank's rights  hereunder;  (c) upon the occurrence and continuation
of an Event of Default (as defined in the Credit Agreement), to collect by legal
proceedings or otherwise all dividends, interest, principal or other sums now or
hereafter payable upon or on account of the Collateral or Proceeds; (d) upon the
occurrence  and  continuation  of an Event of Default  (as defined in the Credit
Agreement),  to enter into any  extension,  reorganization,  deposit,  merger or
consolidation  agreement,  or any other  agreement  relating to or affecting the
Collateral  or  Proceeds,  and in  connection  therewith to deposit or surrender
control of the Collateral and Proceeds, to accept other property in exchange for
the Collateral and Proceeds,  and to do and perform such acts and things as Bank
may deem  proper,  with any  money or  property  received  in  exchange  for the
Collateral or Proceeds,  at Bank's option,  to be applied to the Indebtedness or
held by Bank under this Agreement;  (e) upon the occurrence and  continuation of
an Event of Default (as defined in the Credit Agreement), to make any compromise
or settlement  Bank deems  desirable or proper in respect of the  Collateral and
Proceeds;  (f) to insure,  process and preserve the Collateral and Proceeds; (g)
upon the occurrence and  continuation  of an Event of Default (as defined in the
Credit  Agreement),  to exercise all rights,  powers and  remedies  which Debtor
would have, but for this Agreement,  with respect to all Collateral and Proceeds
subject  hereto;  and (h) upon the  occurrence and  continuation  of an Event of
Default  (as  defined  in the Credit  Agreement),  to do all acts and things and
execute  all  documents  in the name of Debtor or  otherwise,  deemed by Bank as
necessary, proper and convenient in connection with the preservation, perfection
or enforcement of its rights hereunder. To effect the purposes of this Agreement
or otherwise upon  instructions  of Debtor,  or any of them,  Bank may cause any
Collateral  and/or  Proceeds  to be  transferred  to Bank's  name or the name of
Bank's  nominee.  If an Event of Default has occurred and is continuing,  any or
all  Collateral  and/or  Proceeds  consisting of securities  may be  registered,
without notice,  in the name of Bank or its nominee,  and thereafter Bank or its
nominee may exercise,  without  notice,  all voting and corporate  rights at any
meeting  of the  shareholders  of the  issuer  thereof,  any and all  rights  of
conversion, exchange or subscription, or any other rights, privileges or options
pertaining to such Collateral  and/or  Proceeds,  all as if it were the absolute
owner thereof.  The foregoing shall include,  without  limitation,  the right of
Bank or its  nominee to  exchange,  at its  discretion,  any and all  Collateral
and/or Proceeds upon the merger, consolidation, reorganization, recapitalization
or other readjustment of the issuer thereof,  or upon the exercise by the issuer
thereof or Bank of any right, privilege or option pertaining
                                       4.
<PAGE>
to any shares of the Collateral  and/or Proceeds,  and in connection  therewith,
the right to deposit and deliver any and all of the Collateral  and/or  Proceeds
with any committee,  depository,  transfer agent,  registrar or other designated
agency  upon  such  terms  and  conditions  as Bank  may  determine.  All of the
foregoing  rights,  privileges or options may be exercised  without liability on
the part of Bank or its nominee except to account for property actually received
by Bank. Bank shall have no duty to exercise any of the foregoing,  or any other
rights,  privileges  or options with respect to the  Collateral  or Proceeds and
shall not be responsible for any failure to do so or delay in so doing.

         8. PAYMENT OF PREMIUMS,  TAXES, CHARGES, LIENS AND ASSESSMENTS.  Debtor
agrees to pay, prior to delinquency,  all insurance  premiums,  taxes,  charges,
liens and assessments against the Collateral and Proceeds,  and upon the failure
of Debtor to do so, Bank at its option may pay any of them and shall be the sole
judge of the legality or validity  thereof and the amount necessary to discharge
the same. Any such payments made by Bank shall be obligations of Debtor to Bank,
due and  payable  immediately  upon  demand,  together  with  interest at a rate
determined in accordance with the provisions of Section 12 hereof,  and shall be
secured by the Collateral  and Proceeds,  subject to all terms and conditions of
this Agreement.

         9. EVENTS OF DEFAULT.  The  occurrence  of any of the  following  shall
constitute an "Event of Default" under this Agreement, subject to the expiration
of all applicable notice and cure periods set forth in the Credit Agreement: (a)
any  default in the payment or  performance  of any  obligation,  or any defined
event  of  default,   under  (i)  any  contract  or  instrument  evidencing  any
Indebtedness, or (ii) any other agreement between any Debtor and Bank, including
without  limitation  any loan  agreement,  relating to or executed in connection
with any  Indebtedness;  (b) any  representation  or warranty made by any Debtor
herein shall prove to be incorrect,  false or misleading in any material respect
when made;  (c) any Debtor  shall fail to observe or perform any  obligation  or
agreement  contained herein;  (d) any attachment or like levy on any property of
any Debtor;  and (e) Bank, in good faith,  believes any or all of the Collateral
and/or  Proceeds  to be in danger of  misuse,  dissipation,  commingling,  loss,
theft,  damage or  destruction,  or otherwise in jeopardy or  unsatisfactory  in
character or value.

         10. REMEDIES.  Upon the occurrence of any Event of Default,  Bank shall
have the right to declare  immediately  due and payable all or any  Indebtedness
secured  hereby and to  terminate  any  commitments  to make loans or  otherwise
extend credit to Debtor.  Bank shall have all other rights,  powers,  privileges
and  remedies  granted  to a  secured  party  upon  default  under  the  Uniform
Commercial Code or otherwise provided by law, including without limitation,  the
right to contact all persons  obligated to Debtor on any  Collateral or Proceeds
and to instruct such persons to deliver
                                       5.
<PAGE>
all Collateral and/or Proceeds directly to Bank. All rights, powers,  privileges
and remedies of Bank shall be cumulative. No delay, failure or discontinuance of
Bank in exercising any right, power,  privilege or remedy hereunder shall affect
or operate as a waiver of such right, power,  privilege or remedy; nor shall any
single  or  partial  exercise  of any such  right,  power,  privilege  or remedy
preclude, waive or otherwise affect any other or further exercise thereof or the
exercise of any other right,  power,  privilege or remedy.  Any waiver,  permit,
consent or approval of any kind by Bank of any  default  hereunder,  or any such
waiver of any provisions or conditions  hereof,  must be in writing and shall be
effective  only to the extent set forth in writing.  It is agreed that public or
private sales,  for cash or on credit,  to a wholesaler or retailer or investor,
or user of property of the types subject to this  Agreement,  or public auction,
are all commercially  reasonable since differences in the sales prices generally
realized  in  the  different  kinds  of  sales  are  ordinarily  offset  by  the
differences  in the  costs and  credit  risks of such  sales.  While an Event of
Default exists:  (a) Bank may, at any time and at Bank's sole option,  liquidate
any time  deposits  pledged  hereunder,  whether or not said time  deposits have
matured  and  notwithstanding  the fact that such  liquidation  may give rise to
penalties for early  withdrawal of funds;  (b) Debtor will not dispose of any of
the  Collateral  or  Proceeds  except on terms  approved  by Bank;  (c) Bank may
appropriate  the  Collateral  and apply all  Proceeds  toward  repayment  of the
Indebtedness  in such order of  application as Bank may from time to time elect;
and (d) at Bank's  request,  Debtor will assemble and deliver all Collateral and
Proceeds,  and books and records  pertaining  thereto,  to Bank at a  reasonably
convenient place  designated by Bank. For any Collateral or Proceeds  consisting
of  securities,  Bank shall have no  obligation  to delay a sale of any  portion
thereof  for the  period of time  necessary  to permit  the  issuer  thereof  to
register such  securities for public sale under any applicable  state or Federal
law, even if the issuer thereof would agree to do so.

         11. DISPOSITION OF COLLATERAL AND PROCEEDS. Upon the transfer of all or
any  part  of the  Indebtedness,  Bank  may  transfer  all or  any  part  of the
Collateral  or  Proceeds  and  shall be  fully  discharged  thereafter  from all
liability  and   responsibility   with  respect  to  any  of  the  foregoing  so
transferred,  and the  transferee  shall be vested with all rights and powers of
Bank  hereunder  with respect to any of the foregoing so  transferred;  but with
respect to any Collateral or Proceeds not so transferred,  Bank shall retain all
rights,  powers,  privileges  and  remedies  herein  given.  Any proceeds of any
disposition  of any of the Collateral or Proceeds,  or any part thereof,  may be
applied by Bank to the payment of expenses  incurred by Bank in connection  with
the foregoing,  including  reasonable  attorneys'  fees, and the balance of such
proceeds may be applied by Bank toward the payment of the  Indebtedness  in such
order of application as Bank may from time to time elect.
                                       6.
<PAGE>
         12.  COSTS,  EXPENSES  AND  ATTORNEYS'  FEES.  Debtor shall pay to Bank
immediately  upon demand the full  amount of all  payments,  advances,  charges,
costs and expenses,  including  reasonable  attorneys'  fees (to include outside
counsel fees and all allocated  costs of Bank's in-house  counsel),  incurred by
Bank in  exercising  any right,  power,  privilege  or remedy  conferred by this
Agreement or in the enforcement thereof, including any of the foregoing incurred
in connection with any bankruptcy proceeding relating to Debtor or the valuation
of the Collateral and/or Proceeds,  including without limitation, the seeking of
relief  from  or  modification  of the  automatic  stay or the  negotiation  and
drafting  of a cash  collateral  order.  All of the  foregoing  shall be paid by
Debtor with  interest at the  default  interest  rate set forth in the Notes (as
defined in the Credit Agreement).

         13. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid
in full, the power of sale and all other rights, powers, privileges and remedies
granted to Bank  hereunder  shall continue to exist and may be exercised by Bank
at any time and from time to time irrespective of the fact that the Indebtedness
or any part  thereof may have become  barred by any statute of  limitations,  or
that the personal  liability of Debtor may have  ceased,  unless such  liability
shall  have  ceased  due to the  payment  in  full of all  Indebtedness  secured
hereunder.

         14.  MISCELLANEOUS.  The  obligations  of Debtor are joint and several;
presentment,  protest,  notice of  protest,  notice of  dishonor  and  notice of
nonpayment  are waived  with  respect to any  Proceeds to which Bank is entitled
hereunder;  any right to direct the  application of payments or security for any
Indebtedness of Debtor, or indebtedness of customers of Debtor, and any right to
require  proceedings  against  others or to require  exhaustion  of security are
waived;  and consent to extensions,  forbearances or alterations of the terms of
Indebtedness,  the  release or  substitution  of  security,  and the  release of
guarantors is given with respect to Proceeds subject to this Agreement; provided
however,  that in each  instance  Bank believes in good faith that the action in
question is commercially  reasonable in that it does not  unreasonably  increase
the risk of nonpayment of the  Indebtedness to which the action  applies.  Until
all Indebtedness shall have been paid in full, no Debtor shall have any right of
subrogation  or  contribution,  and each Debtor  hereby waives any benefit of or
right to  participate in any of the Collateral or Proceeds or any other security
now or hereafter held by Bank.

         15.  OBLIGATIONS OF MARRIED PERSONS.  Any married person who signs this
Agreement as Debtor hereby expressly agrees that recourse may be had against his
or her separate  property (as well as all marital  property)  for all his or her
Indebtedness  to  Bank  secured  by  the  Collateral  and  Proceeds  under  this
Agreement.

         16.  NOTICES.  All notices,  requests and demands  required  under this
Agreement must be in writing, addressed to Bank at the
                                       7.
<PAGE>
address  specified in any other loan  documents  entered into between Debtor and
Bank and to Debtor at the  address of its chief  executive  office (or  personal
residence,  if applicable) specified below or to such other address as any party
may designate by written notice to each other party, and shall be deemed to have
been given or made as follows: (a) if personally delivered,  upon delivery;  (b)
if sent by mail, upon the earlier of the date of receipt or three (3) days after
deposit in the U.S. mail,  first class and postage  prepaid;  and (c) if sent by
telecopy, upon receipt.

         17.  GOVERNING  LAW;  SUCCESSORS,  ASSIGNS.  This  Agreement  shall  be
governed  by  and  construed  in  accordance  with  the  laws  of the  State  of
California,  and shall be  binding  upon and inure to the  benefit of the heirs,
executors, administrators, legal representatives,  successors and assigns of the
parties,  provided,  however,  the creation and  enforcement of any UCC security
interest and lien shall be governed by the laws of the State of Arizona.

         18.  SEVERABILITY  OF  PROVISIONS.  If any provision of this  Agreement
shall  be held  to be  prohibited  by or  invalid  under  applicable  law,  such
provision  shall  be  ineffective  only to the  extent  of such  prohibition  or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  any
remaining provisions of this Agreement.

         Debtor warrants that its chief executive office (or personal residence,
if applicable) is located at the following  address:  2400 East Arizona Biltmore
Circle, Building 2, Suite 1270, Phoenix, Arizona 85016.
                                       8.
<PAGE>
         IN  WITNESS  WHEREOF,  this  Agreement  has been  duly  executed  as of
December 11, 1996.



STRATFORD AMERICAN CORPORATION,
an Arizona corporation


By: /s/ Mel L. Shultz
    --------------------------
Title:  President
       -----------------------

IMPERIAL BANK


By: /s/ R. Mark Chambers
    --------------------------
Title:  Vice President
       -----------------------
                                       9.
<PAGE>
                                     JOINDER
                                     -------



         The undersigned, shareholders of Stratford American Car Rental Systems,
Inc., hereby join in the foregoing General Pledge Agreement for the sole purpose
of  assigning,   transferring   and  pledging  to  Imperial  Bank,  all  of  the
undersigned's  rights,  title,  claims  and  interest  in and to the  issued and
outstanding  common stock of Stratford  American Car Rental  Systems,  Inc.,  as
additional  collateral for the Bank's loan to Stratford American Corporation and
Stratford  American Car Rental  Systems,  Inc. By joining in, and pledging their
interest in such stock,  Imperial Bank hereby  acknowledges  and agrees that the
undersigned shall have no liability whatsoever for joining in the General Pledge
Agreement  and  Imperial  Bank  hereby  agrees  to take no  action  against  the
undersigned for any principal,  interest, fees, expenses,  claims or liabilities
arising out of, or relating  to, the  Indebtedness  as defined in the  foregoing
General Pledge Agreement.


------------------------------
Susan L. Drescher-Mulzet


T.W.P. COMPANY


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

Title:
       -----------------------

------------------------------
Glen Campbell

------------------------------
Jerry Colangelo

------------------------------
Louis Gossett, Jr.

------------------------------
Edwin C. Lynch

------------------------------
John W. Teets

------------------------------
Anthony Wauterlek
                                       10.
<PAGE>
WELLS FARGO EQUITY CORPORATION


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

Title:
       -----------------------
                                       11.