CREDIT AGREEMENT

         THIS  AGREEMENT is entered  into as of December 11, 1996,  by and among
STRATFORD AMERICAN CORPORATION,  an Arizona corporation,  and STRATFORD AMERICAN
CAR RENTAL SYSTEMS,  INC., an Arizona corporation  (collectively,  individually,
jointly and severally, the "Borrower"), and IMPERIAL BANK ("Bank").

                                     RECITAL
                                     -------

         Borrower has requested  from Bank the credit  accommodations  described
below (each, a "Credit" and collectively, the "Credits"), and Bank has agreed to
provide the Credits to Borrower on the terms and conditions contained herein.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Bank and Borrower hereby agree as follows:

                                    ARTICLE I
                                    ---------
                                   THE CREDITS
                                   -----------

         SECTION 1.1. CORPORATE REVOLVING LINE OF CREDIT.

         (a)  Corporate  Revolving  Line of  Credit.  Subject  to the  terms and
conditions  of this  Agreement,  Bank hereby agrees to make advances to Borrower
from time to time up to and  including  December 11, 1998,  not to exceed at any
time the  aggregate  principal  amount of Two  Million  Dollars  ($2,000,000.00)
("Corporate Revolving Line of Credit"),  the proceeds of which shall be used for
general  corporate  purposes  related  exclusively  to  car  rental  operations,
including issuance of letters of credit. Borrower's obligation to repay advances
under the Corporate  Revolving Line of Credit shall be evidenced by a promissory
note  substantially  in the  form  of  Exhibit  A  attached  hereto  ("Corporate
Revolving Line of Credit Note"),  all terms of which are incorporated  herein by
this reference.

         (b) Letter of Credit  Subfeature.  As a subfeature  under the Corporate
Revolving Line of Credit,  Bank agrees from time to time during the term thereof
to issue  standby  letters  of  credit  to be used  exclusively  for car  rental
operations(each,  a "Letter of Credit" and  collectively,  "Letters of Credit");
provided however,  that the form and substance of each Letter of Credit shall be
subject to approval by Bank, in its sole discretion;  and provided further, that
the aggregate  undrawn amount of all outstanding  Letters of Credit shall not at
any time exceed Two Million Dollars ($2,000,000.00),  less all principal amounts
outstanding under the Corporate  Revolving Line of Credit. Each Letter of Credit
shall be issued for a term not to exceed eighteen (18) months,  as designated by
Borrower;  provided  however,  that no Letter of Credit shall have an expiration
date  subsequent to the maturity date of the Line of Credit.  The undrawn amount
of all Letters of Credit shall be reserved under the Corporate Revolving Line of
Credit  and shall  not be  available  for  borrowings  thereunder,  and all such
amounts shall
<PAGE>
be considered used amounts under the Corporate  Revolving Line of Credit and the
Asset  Based  Line of  Credit.  Each  Letter of Credit  shall be  subject to the
additional  terms and  conditions of the Letter of Credit  Agreement and related
documents,  if any,  required by Bank in  connection  with the issuance  thereof
(each,  a "Letter  of Credit  Agreement"  and  collectively,  "Letter  of Credit
Agreements").  Each draft paid by Bank under a Letter of Credit  shall be deemed
an advance under the Corporate  Revolving  Line of Credit and shall be repaid by
Borrower  in  accordance  with  the  terms  and  conditions  of  this  Agreement
applicable  to such  advances;  provided  however,  that if  advances  under the
Corporate  Revolving  Line of Credit are not available,  for any reason,  at the
time any draft is paid by Bank, then Borrower shall  immediately pay to Bank the
full amount of such draft,  together  with  interest  thereon from the date such
amount is paid by Bank to the date such amount is fully repaid by  Borrower,  at
the rate of interest  applicable to advances under the Corporate  Revolving Line
of Credit. In such event Borrower agrees that Bank, in its sole discretion,  may
debit any demand deposit account maintained by Borrower with Bank for the amount
of any such draft.

         (c) Borrowing and Repayment.  Borrower may from time to time during the
term of the Corporate Revolving Line of Credit borrow, partially or wholly repay
its outstanding  borrowings,  and reborrow,  subject to all of the  limitations,
terms and  conditions  contained  herein or in the Corporate  Revolving  Line of
Credit Note; provided however,  that the total outstanding  borrowings under the
Corporate  Revolving  Line of Credit  shall not at any time  exceed the  maximum
principal amount available thereunder, as set forth above.

         (d) Mandatory  Prepayment.  Without notice or demand, if the sum of the
outstanding principal balance of the advances plus the undrawn and drawn amounts
under all  Letters of Credit  shall at any time exceed the  Corporate  Revolving
Line of Credit, the Borrower shall immediately prepay the advances to the extent
necessary to eliminate such excess.

         SECTION 1.2. ASSET BASED LINE OF CREDIT.

         (a) Asset Based Line of Credit.  Subject to the terms and conditions of
this  Agreement,  Bank hereby  agrees to make  advances to Borrower from time to
time up to and  including  December  11,  1998,  not to  exceed  at any time the
aggregate principal amount of One Million Dollars  ($1,000,000.00) ("Asset Based
Line of  Credit"),  the  proceeds  of which  shall be used to  purchase  new and
pre-owned  late model  (within two (2) model years)  revenue  earning  vehicles.
Borrower's  obligation  to repay  advances  under the Asset Based Line of Credit
shall be evidenced by a promissory note  substantially  in the form of Exhibit B
attached  hereto  ("Asset  Based Line of Credit  Note"),  all terms of which are
incorporated herein by this reference.

         (b) Limitation on Borrowings.  Outstanding  borrowings  under the Asset
Based Line of Credit, to a maximum of the principal
                                       2.
<PAGE>
amount set forth  above,  shall not at any time  exceed an  aggregate  of eighty
percent (80%) of the purchase price  (including taxes and licensing fees) of the
new vehicles and  seventy-five  percent (75%) of the purchase  price  (including
taxes and licensing fees) of late model, pre-owned vehicles.

         (c) Borrowing and Repayment.  Borrower may from time to time during the
term of the Asset Based Line of Credit  borrow,  partially  or wholly  repay its
outstanding borrowings, and reborrow,  subject to all of the limitations,  terms
and  conditions  contained  herein or in the Asset  Based  Line of Credit  Note;
provided however,  that the total  outstanding  borrowings under the Asset Based
Line of  Credit  shall  not at any time  exceed  the  maximum  principal  amount
available  thereunder,  as set forth  above.  With  respect to any advance  made
hereunder,  Borrower  shall repay each and every such advance in an amount equal
to two percent (2%) of the original outstanding  principal balance plus interest
due monthly with remaining  outstanding  balance due at maturity.  Additionally,
upon the sale of a vehicle  securing  the Asset Based Line of Credit  Note,  the
principal  balance  of the  Note  shall  be  repaid  in an  amount  equal to the
remaining  loan  balance of the  vehicle,  calculated  at the face amount of the
original advance less two percent (2%) amortization of the vehicle per month.

         (d) Mandatory  Prepayment.  Without notice or demand, if the sum of the
outstanding principal balance of the advances shall at any time exceed the Asset
Based Line of Credit,  the Borrower shall immediately prepay the advances to the
extent necessary to eliminate such excess.

         SECTION 1.3. INTEREST/FEES.

         (a) Interest.  The outstanding  principal  balance of each Credit shall
bear  interest at the rate per annum one and one-half  percent  (1.5%) above the
Prime Rate in effect from time to time.

         (b) Prime Rate.  The term "Prime  Rate" shall mean at any time the rate
of interest  most  recently  announced  within Bank as its Prime Rate,  with the
understanding  that the Prime Rate is one of Bank's base rates and serves as the
basis upon which  effective  rates of interest  are  calculated  for those loans
making  reference  thereto,  and is evidenced by the  recording  thereof in such
internal  publication or publications as Bank may designate.  Each change in the
rate of interest  shall  become  effective on the date each Prime Rate change is
announced within Bank.

         (c) Computation and Payment. Interest shall be computed on the basis of
a 360-day year, actual days elapsed.  Interest shall be payable at the times and
place set forth in the  Corporate  Revolving  Line of Credit  Note and the Asset
Based Line of Credit Note (collectively, the "Notes").
                                       3.
<PAGE>
         (d)  Commitment  Fee.  Borrower  shall  pay to  Bank  a  non-refundable
commitment  fee for both the  Corporate  Revolving  Line of Credit and the Asset
Based Line of Credit equal to 0.50% of the committed  Credit  amount,  which fee
shall be due and payable in full at closing.

         (e) Unused  Commitment  Fee.  Borrower shall pay to Bank a fee equal to
one quarter of one percent (0.25%) per annum (computed on the basis of a 360-day
year,  actual days  elapsed) on the average daily unused amount of the Corporate
Revolving Line of Credit and the Asset Based Line of Credit,  which fee shall be
calculated on a quarterly basis by Bank and shall be due and payable by Borrower
in arrears within ten (10) days after each billing is sent by Bank.

         (f) Letter of Credit Fees.  Borrower shall pay to Bank (i) fees due and
payable upon the  issuance of each Letter of Credit equal to one percent  (1.0%)
per annum (computed on the basis of a 360-day year,  actual days elapsed) of the
face amount  thereof,  and (ii) fees upon the payment or  negotiation by Bank of
each draft under any Letter of Credit and fees upon the  occurrence of any other
activity with respect to any Letter of Credit (including without limitation, the
transfer,  amendment  or  cancellation  of any Letter of Credit)  determined  in
accordance  with  Bank's  standard  fees and  charges  then in  effect  for such
activity.

         SECTION 1.4.  COLLATERAL.  As security for all indebtedness of Borrower
to Bank under the Corporate Revolving Line of Credit,  Borrower hereby grants to
Bank  security  interests  of first  priority in (i) all  Borrower's  inventory,
documents, accounts, instruments,  securities, chattel paper (whether as obligor
or  obligee),   non-competition  agreements,   general  intangibles,   equipment
(including  titled  vehicles),  patents,  trademarks,   fixtures  and  leasehold
improvements (whether or not constituting equipment),  other fixed assets of any
nature,  leasehold estates,  escrowed funds, bonds,  insurance  policies,  trade
names,  and  deposit  accounts  of  Borrower,  whether  now  owned or  hereafter
acquired,  and all proceeds or products of (including,  without limitation,  all
insurance  proceeds or condemnation  awards that may become payable with respect
to), and all books,  records and files  relating to, any of the  foregoing,  and
(ii) stock pledge of all of the issued and outstanding common stock of Stratford
American Car Rental Systems, Inc.

         As security  for all  indebtedness  of Borrower to Bank under the Asset
Based Line of Credit, Borrower hereby grants to Bank security interests of first
priority  in all  vehicles  purchased  by  Borrower  with loan funds  under this
Credit.

         Notwithstanding anything contained herein to the contrary, Borrower and
Bank  hereby  acknowledge  and  agree  that the  following  items  shall  not be
collateral for any Credit (the "Excluded Collateral"): (i) all vehicles owned or
leased by Borrower that are subject to financing or lease  agreements with third
parties other than Bank.
                                       4.
<PAGE>
         SECTION 1.5.  SUBORDINATION  OF DEBT.  All  obligations  of Borrower to
Susan L. Drescher-Mulzet,  T.W.P. Company, Wells Fargo Equity Corporation,  Glen
Campbell,  Jerry Colangelo,  Louis Gossett,  Jr., Edwin C. Lynch, John W. Teets,
and  Anthony  Wauterlek  shall be  subordinated  in right  of  repayment  to all
obligations  of Borrower to Bank,  as  evidenced  by and subject to the terms of
subordination agreements in form and substance satisfactory to Bank.

                                   ARTICLE II
                                   ----------
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         Borrower  makes the following  representations  and warranties to Bank,
which  representations  and  warranties  shall  survive  the  execution  of this
Agreement  and shall  continue in full force and effect until the full and final
payment, and satisfaction and discharge,  of all obligations of Borrower to Bank
subject to this Agreement.

         SECTION 2.1. LEGAL STATUS.  Borrower is a  corporation,  duly organized
and existing and in good standing under the laws of the State of Arizona, and is
qualified  or  licensed  to do  business  (and is in good  standing as a foreign
corporation,  if applicable) in all jurisdictions in which such qualification or
licensing is required or in which the failure to so qualify or to be so licensed
could have a material adverse effect on Borrower.

         SECTION 2.2. AUTHORIZATION AND VALIDITY. This Agreement, the Notes, and
each other  document,  contract and  instrument  required  hereby or at any time
hereafter  delivered to Bank in  connection  herewith  (collectively,  the "Loan
Documents") have been duly authorized,  and upon their execution and delivery in
accordance with the provisions hereof will constitute  legal,  valid and binding
agreements  and  obligations  of Borrower or the party which  executes the same,
enforceable in accordance with their respective terms.

         SECTION 2.3. NO VIOLATION.  The execution,  delivery and performance by
Borrower of each of the Loan  Documents do not violate any  provision of any law
or regulation,  or contravene any provision of the Articles of  Incorporation or
By-Laws of Borrower,  or result in any breach of or default  under any contract,
obligation,  indenture or other  instrument  to which  Borrower is a party or by
which Borrower may be bound.

         SECTION  2.4.  LITIGATION.  There  are no  pending,  or to the  best of
Borrower's  knowledge  threatened,  actions,  claims,  investigations,  suits or
proceedings  by or  before  any  governmental  authority,  arbitrator,  court or
administrative  agency  which  could  have  a  material  adverse  effect  on the
financial  condition  or  operation  of Borrower  other than those  disclosed by
Borrower to Bank in writing prior to the date hereof.
                                       5.
<PAGE>
         SECTION  2.5.  CORRECTNESS  OF  FINANCIAL   STATEMENT.   The  financial
statement of Borrower  dated  September  30, 1996, a true copy of which has been
delivered  by Borrower  to Bank prior to the date  hereof,  (a) is complete  and
correct and presents fairly the financial  condition of Borrower,  (b) discloses
all  liabilities  of  Borrower  that are  required to be  reflected  or reserved
against under generally accepted  accounting  principles,  whether liquidated or
unliquidated,  fixed or contingent, and (c) has been prepared in accordance with
generally accepted accounting principles consistently applied. Since the date of
such  financial  statement  there  has been no  material  adverse  change in the
financial condition of Borrower, nor has Borrower mortgaged,  pledged, granted a
security  interest in or otherwise  encumbered  any of its assets or  properties
except in favor of Bank or as otherwise permitted by Bank in writing.

         SECTION  2.6.  INCOME TAX  RETURNS.  Borrower  has no  knowledge of any
pending assessments or adjustments of its income tax payable with respect to any
year.

         SECTION  2.7.  NO  SUBORDINATION.  There  is no  agreement,  indenture,
contract or instrument to which  Borrower is a party or by which Borrower may be
bound that requires the  subordination  in right of payment of any of Borrower's
obligations subject to this Agreement to any other obligation of Borrower.

         SECTION  2.8.  PERMITS,   FRANCHISES.   Borrower  possesses,  and  will
hereafter possess,  all permits,  consents,  approvals,  franchises and licenses
required and rights to all  trademarks,  trade names,  patents,  and  fictitious
names, if any, necessary to enable it to conduct the business in which it is now
engaged in compliance with applicable law.

         SECTION 2.9. ERISA.  Borrower is in compliance in all material respects
with all applicable provisions of the Employee Retirement Income Security Act of
1974, as amended or  recodified  from time to time  ("ERISA");  Borrower has not
violated any provision of any defined  employee pension benefit plan (as defined
in ERISA)  maintained  or  contributed  to by  Borrower  (each,  a  "Plan");  no
Reportable Event as defined in ERISA has occurred and is continuing with respect
to any  Plan  initiated  by  Borrower;  Borrower  has  met its  minimum  funding
requirements  under ERISA with respect to each Plan;  and each Plan will be able
to fulfill its benefit  obligations as they come due in accordance with the Plan
documents and under generally accepted accounting principles.

         SECTION  2.10.  OTHER  OBLIGATIONS.  Borrower  is not in default on any
obligation  for borrowed  money,  any  purchase  money  obligation  or any other
material lease, commitment, contract, instrument or obligation.

         SECTION 2.11. ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to
Bank in writing prior to the date hereof, Borrower is
                                       6.
<PAGE>
in compliance  in all material  respects  with all  applicable  Federal or state
environmental,  hazardous waste,  health and safety  statutes,  and any rules or
regulations  adopted pursuant thereto,  which govern or affect any of Borrower's
operations and/or properties,  including without  limitation,  the Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, the Superfund
Amendments and  Reauthorization  Act of 1986, the Federal Resource  Conservation
and Recovery Act of 1976,  the Federal Toxic  Substances  Control Act, as any of
the same may be amended, modified or supplemented from time to time. None of the
operations  of Borrower  is the  subject of any  Federal or state  investigation
evaluating  whether any  remedial  action  involving a material  expenditure  is
needed to respond to a release of any toxic or hazardous waste or substance into
the  environment.  Borrower has no material  contingent  liability in connection
with  any  release  of any  toxic  or  hazardous  waste  or  substance  into the
environment.

         SECTION 2.12. OWNERSHIP OF ASSETS AND CONDUCT OF BUSINESS. Borrower has
full  power and  authority  to own its  property  and assets and to carry on its
business  as now  being  conducted.  Borrower  owns the  Collateral  free of all
security  interests  or  other  encumbrances   except  for  the  following  (the
"Permitted Liens"):  (i) security interest,  encumbrances and leases executed in
the  normal  course  of  Borrower's   business,   (ii)  security  interests  and
encumbrances  specifically  approved in this  Agreement,  (iii)  purchase  money
security  interests  granted  by  Borrower  in the normal  course of  Borrower's
business,  (iv) the  existing  security  interest  and  encumbrance  granted  by
Borrower to Bank One,  Arizona,  NA, and (v) the existing  security interest and
encumbrance granted by Borrower to Dollar Systems, Inc., which encumbrance shall
be subordinated to Bank's financing and  encumbrances.  Other than the Permitted
Liens,  no  financing  statement  in favor of a person or entity other than Bank
covering the Collateral is filed or recorded in any public office.

         SECTION  2.13.   REAFFIRMATION  AND  SURVIVAL  OF  REPRESENTATIONS  AND
WARRANTIES.  Each request by Borrower for an advance under this Agreement  shall
constitute an affirmation on the part of Borrower that the  representations  and
warranties  contained  in this  Section 2 are true and correct as of the time of
such  request  and that the  relevant  conditions  precedent  set  forth in this
Agreement have been fully  satisfied.  All  representations  and warranties made
herein  shall  survive the  execution of this  Agreement  until the Credits have
matured and have been fully paid and performed.

         SECTION 2.14. PURPOSE OF LOAN. Borrower represents and warrants to Bank
that: (a) the entire  proceeds of all advances under this Agreement will be used
solely and exclusively for business and commercial  purposes;  (b) no portion of
any advance hereunder will be used for any personal, consumer, family, household
or similar purpose; and (c) no portion of any Advance hereunder will be used for
the immediate,  incidental or ultimate purpose of "purchasing" or "carrying" any
"margin stock" as
                                       7.
<PAGE>
described in Regulation U (12 C.F.R., part 221) of the Board of Governors of the
Federal  Reserve  System,  or for  the  purpose  of  reducing  or  retiring  any
indebtedness which was originally incurred for such purpose.

         SECTION  2.15.  STOCK   OWNERSHIP.   Stratford   American   Corporation
represents  and warrants to Bank that it owns 80% of the issued and  outstanding
shares of common stock of Stratford American Car Rental Systems, Inc.

                                   ARTICLE III
                                   -----------
                                   CONDITIONS
                                   ----------

         SECTION 3.1.  CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation
of Bank to grant any of the  Credits  is subject  to the  fulfillment  to Bank's
satisfaction of all of the following conditions:

         (a)  Approval of Bank  Counsel.  All legal  matters  incidental  to the
granting of each of the Credits shall be satisfactory to Bank's counsel.

         (b)  Documentation.  Bank shall have  received,  in form and  substance
satisfactory to Bank, each of the following (collectively the "Loan Documents"),
duly executed:

         (i)      This Agreement and the Notes.

        (ii)      Continuing Security Agreement: Rights to Payment and
                  Inventory.

       (iii)      Security Agreement: Equipment and Fixtures.

        (iv)      General Pledge Agreement.

         (v)      Subordination and Standstill Agreement.

        (vi)      UCC-1 Financing Statements.

       (vii)      Such other documents as Bank may require under any other
                  Section of this Agreement.


         (c)  Financial  Condition.  There shall have been no  material  adverse
change,  as  determined  by Bank,  in the  financial  condition  or  business of
Borrower,  nor any material decline,  as determined by Bank, in the market value
of any collateral required hereunder or a substantial or material portion of the
assets of Borrower.

         (d)  Insurance.  Borrower  shall have  delivered  to Bank  evidence  of
insurance  coverage on all Borrower's  property,  in form,  substance,  amounts,
covering risks and issued by companies
                                       8.
<PAGE>
satisfactory to Bank, and where required by Bank, with loss payable endorsements
in favor of Bank.

         (e) Subordinated Debt.  Borrower shall have delivered to Bank copies of
all documentation  relating to all subordinated  debt, which shall be subject to
Bank's review and approval.

         (f) Franchise  Agreement.  Borrower shall have delivered to Bank copies
of its franchise agreement with Dollar Systems,  Inc., which shall be subject to
Bank's review and approval.

         (g)  Subordination  Agreement.  Borrower shall have delivered to Bank a
subordination  agreement  relating to the subordination of Dollar Systems,  Inc.
security interests and liens in favor of Bank's security interests and liens.

         SECTION 3.2.  CONDITIONS OF EACH EXTENSION OF CREDIT. The obligation of
Bank to make each extension of credit  requested by Borrower  hereunder shall be
subject  to the  fulfillment  to Bank's  satisfaction  of each of the  following
conditions:

         (a) Compliance. The representations and warranties contained herein and
in each of the other Loan  Documents  shall be true on and as of the date of the
signing of this  Agreement  and on the date of each  extension of credit by Bank
pursuant  hereto,  with the same  effect  as  though  such  representations  and
warranties  had been made on and as of each such date, and on each such date, no
Event of Default as defined  herein,  and no condition,  event or act which with
the giving of notice or the  passage of time or both  would  constitute  such an
Event of Default, shall have occurred and be continuing or shall exist.

         (b)  Documentation.  Bank shall have received all additional  documents
which may be required in connection with such extension of credit.

                                   ARTICLE IV
                                   ----------
                              AFFIRMATIVE COVENANTS
                              ---------------------

         Borrower  covenants  that so long as Bank  remains  committed to extend
credit to  Borrower  pursuant  hereto,  or any  liabilities  (whether  direct or
contingent,  liquidated  or  unliquidated)  of Borrower to Bank under any of the
Loan Documents remain outstanding,  and until payment in full of all obligations
of Borrower subject hereto,  Borrower shall,  unless Bank otherwise  consents in
writing:

         SECTION 4.1. PUNCTUAL PAYMENTS. Punctually pay all principal, interest,
fees or other  liabilities  due under any of the Loan Documents at the times and
place and in the manner specified therein,  and immediately upon demand by Bank,
the amount by which the outstanding  principal  balance of any of the Credits at
any time exceeds any limitation on borrowings applicable thereto.
                                       9.
<PAGE>
         SECTION 4.2. ACCOUNTING RECORDS. Maintain adequate books and records in
accordance with generally accepted accounting  principles  consistently applied,
and permit any representative of Bank, at any reasonable time, to inspect, audit
and examine such books and records,  to make copies of the same,  and to inspect
the properties of Borrower.

         SECTION  4.3.  FINANCIAL  STATEMENTS.   Provide  to  Bank  all  of  the
following, in form and detail satisfactory to Bank:

         (a) Within one hundred  twenty  (120) days after the end of each fiscal
year: (1) detailed financial statements  (including a balance sheet and a profit
and  loss  statement  and  a  statement  of  cash  flow),  setting  forth,  on a
consolidated  basis in  consolidating  form for Borrower and any  subsidiary  of
Borrower,  all  assets,  liabilities  and net worth as of the end of such fiscal
year (and the immediately preceding fiscal year) and any profit and loss for the
relevant  fiscal  year  (and  the  immediately  preceding  fiscal  year),  which
statements shall be audited by (and accompanied by the unqualified opinion of) a
Certified  Public  Accountant  acceptable to the Bank; and (2) copies of all 10K
reports filed with the Securities Exchange Commission;

         (b) not later than forty-five (45) days after and as of the end of each
fiscal  quarter,  copies of the 10Q reports filed with the  Securities  Exchange
Commission.

         (c)  contemporaneously  with  each  quarterly  financial  statement  of
Borrower, a certificate of the chief financial officer of Borrower that Borrower
is in compliance with all financial covenants and that said financial statements
are accurate;

         (d) from time to time such  other  information  as Bank may  reasonably
request.

         SECTION 4.4. COMPLIANCE.  Preserve and maintain all licenses,  permits,
governmental  approvals,  rights,  privileges and  franchises  necessary for the
conduct  of its  business;  and  comply  with the  provisions  of all  documents
pursuant to which Borrower is organized and/or which govern Borrower's continued
existence and with the requirements of all laws,  rules,  regulations and orders
of any governmental authority applicable to Borrower and/or its business.

         SECTION 4.5.  INSURANCE.  Maintain  and keep in force  insurance of the
types and in amounts customarily carried in lines of business similar to that of
Borrower,   including  but  not  limited  to  fire,  extended  coverage,  public
liability,  flood,  property  damage and  workers'  compensation,  with all such
insurance  carried  with  companies  and in amounts  satisfactory  to Bank,  and
deliver to Bank from time to time at Bank's request  schedules setting forth all
insurance then in effect.
                                       10.
<PAGE>
         SECTION 4.6.  FACILITIES.  Keep all  properties  useful or necessary to
Borrower's  business  in good repair and  condition,  and from time to time make
necessary  repairs,  renewals and  replacements  thereto so that such properties
shall be fully and efficiently preserved and maintained.

         SECTION 4.7.  TAXES AND OTHER  LIABILITIES.  Pay and discharge when due
any and all  indebtedness,  obligations,  assessments  and  taxes,  both real or
personal,  including without limitation Federal and state income taxes and state
and local  property  taxes and  assessments,  except such (a) as Borrower may in
good faith  contest or as to which a bona fide  dispute  may arise,  and (b) for
which Borrower has made provision, to Bank's satisfaction,  for eventual payment
thereof in the event Borrower is obligated to make such payment.

         SECTION 4.8. LITIGATION. Borrower will give Bank prompt notice of:

         (a) Any litigation or claims that may or could materially and adversely
affect the repayment of any Credits,  the performance by Borrower under the Loan
Documents or the financial condition or operations of Borrower; and

         (b) All  complaints  and  charges  filed  by or with  any  governmental
authority or any other person or entity (i) that could  materially and adversely
affect the Collateral or any portion  thereof or any of the Loan  Documents,  or
(ii) exercising  supervision or control of Borrower,  or its business or assets,
that could  impair the  security of Bank or  adversely  affect any of its rights
under any of the Loan Documents.

         SECTION 4.9. FINANCIAL  CONDITION.  On a consolidated  basis,  maintain
Borrower's  financial  condition as follows using generally accepted  accounting
principles  consistently  applied  and used  consistently  with prior  practices
(except to the extent  modified  by the  definitions  herein),  with  compliance
determined commencing with Borrower's financial statements for the period ending
December 31, 1996:

         (a) Net profit,  measured on an annual basis, not less than $200,000 as
of December 31, 1997, and $400,000 as of December 31, 1998.

         (b) Debt to Cash Flow Ratio not less than 3.0:1.0 measured quarterly on
a rolling  twelve  (12) month basis  defined as total long term debt  divided by
EBITDA for the prior twelve (12) month period.

         (c)  Maintain  a minimum  of  seventy-five  percent  (75%) of  existing
subordinated  debt as subordinated  debt or converting a minimum of seventy-five
percent  (75%) of existing  subordinated  debt to equity  upon  maturity in May,
1997.
                                       11.
<PAGE>
         (d) Revenue earning  vehicles ratio of not less than 1.0:1.0,  measured
on a quarterly basis, and calculated as follows:  revenue earning vehicles,  net
divided by notes secured by revenue earning vehicles.

         SECTION 4.10. NOTICE TO BANK.  Promptly (but in no event more than five
(5) days after the  occurrence of each such event or matter) give written notice
to Bank in reasonable detail of: (a) the occurrence of any Event of Default,  or
any  condition,  event or act which with the giving of notice or the  passage of
time or both would constitute an Event of Default; (b) any change in the name or
the organizational  structure of Borrower, or any action, claim,  investigation,
suit or proceeding pending or asserted by or before any governmental  authority,
arbitrator,  court or administrative  agency  challenging or denying  Borrower's
qualification  for tax  treatment  as if it were a  partnership  for  income tax
purposes;  (c) the occurrence  and nature of any Reportable  Event or Prohibited
Transaction, each as defined in ERISA, or any funding deficiency with respect to
any Plan; or (d) any termination or  cancellation of any insurance  policy which
Borrower is required to maintain,  or any uninsured or partially  uninsured loss
through  liability or property damage, or through fire, theft or any other cause
affecting Borrower's property in excess of an aggregate of $250,000.00.

         SECTION 4.11. INDEMNIFICATION OF BANK.

         (a) Borrower (the "Indemnitor")  shall indemnify,  defend and hold Bank
and its past and current officers, directors,  employees,  attorneys and agents,
and their respective successors and assigns  (collectively,  the "Indemnitees"),
harmless  for,  from,  and  against  any  and  all  claims  (including   without
limitation,  attorneys'  fees)  asserted  against any  Indemnitee by any person,
entity  or  governmental  authority  arising  out of or in  connection  with the
ownership  or use of any portion of the  Collateral  (except as to claims  which
arise solely out of an Indemnitee's gross negligence or willful misconduct). If,
in the reasonable judgment of Bank, the Indemnitor is incapable of defending, or
unwilling to defend, the relevant  Indemnitee(s)  against such claims or fail to
defend  the  relevant  Indemnitee(s)  against  such  claims  in  a  manner  Bank
reasonably deems appropriate,  Bank shall be entitled to appear in any action or
proceeding  to defend the relevant  Indemnitee(s)  against such claims,  and the
Indemnitor  shall  reimburse  Bank for all costs  incurred by Bank in connection
therewith,  including  reasonable  attorneys'  fees,  within ten (10) days after
demand  therefor.  Any failure to so reimburse  Bank within the  specified  time
period shall  constitute a Default under this  Agreement,  and the  unreimbursed
amount  shall  be added  to the  outstanding  balance  of the  Credits  and bear
interest at the interest rate until paid.

         (b) The relevant  Indemnitee(s),  at its sole option, shall be entitled
to settle or compromise any claim asserted against it, and such settlement shall
be binding upon the  Indemnitor  for purposes of the foregoing  indemnification;
provided, however, that the
                                       12.
<PAGE>
Indemnitor may settle or compromise  any such claim,  or decide not to settle or
compromise any such claim,  as long as all  Indemnitees  are fully released from
any and all liability  thereon.  Payment by Bank pursuant to such  settlement or
compromise,  or payment by Bank of any judgment or claim  successfully  asserted
against  an  Indemnitee  or the  Collateral,  shall be added to the  outstanding
balance of the Credits and bear interest at the interest rate until paid.

         (c) The  agreements  contained  in this Section  (4.11)  shall  survive
repayment  of the  Credits  and the  termination  of any other  portions of this
Agreement.

         SECTION 4.12. USE OF ADVANCES;  PAYMENT OF COSTS AND EXPENSES  RELATING
TO  COLLATERAL.  Borrower  shall  use all  advances  from the Loans  solely  for
permitted  purposes for the  particular  advances  described in this  Agreement.
Borrower shall promptly pay all costs and expenses  relating to the  Collateral,
but may  contest in good faith the  validity  or amount  thereof  provided  that
Borrower shall have furnished Bank a cash deposit or other appropriate  security
in an amount and form  satisfactory to Bank to protect Bank against the creation
of any lien on, or any sale or  forfeiture  of, any  Collateral.  Upon the final
determination  of  Borrower,  contest,  Borrower  shall  promptly  pay any  sums
determined  to be due,  whereupon  any deposit or security  provided by Borrower
shall be returned to Borrower.

         SECTION 4.13. LICENSES,  PERMITS AND BONDS; MANAGEMENT.  Borrower shall
maintain in full force and effect all rights,  licenses and bonding  commitments
necessary  to  carry  on its  primary  business.  Borrower  shall  maintain  the
corporate  existence and shall maintain executive  personnel and management at a
level of experience and ability equivalent to present personnel and management.

         SECTION  4.14.  FURTHER  DOCUMENTS OR ACTS.  Borrower,  at its expense,
shall execute and deliver,  or cause to be executed and delivered,  to Bank such
other  writings,  including  current and updated  certified  copies of corporate
borrowing resolutions,  and shall do or cause to be done such other acts as Bank
may reasonably require in connection with the Credits.

         SECTION 4.15. BANK'S COSTS AND FEES.

         (a) In addition to any  requirements  under the Loan  Documents and the
documents relating to this Agreement, Borrower hereby agrees that all reasonable
expenses of Bank, including, all legal fees and costs of the law firm of Snell &
Wilmer  L.L.P.(up  to a maximum of  4,750.00)  and all  allocated  costs for the
services of Bank's  in-house  staff such as  appraisals,  incurred in connection
with or to be  incurred  in the  future  and  related  to (a)  the  negotiation,
preparation,  execution,  and  delivery  of  this  Agreement,  and  all  related
instruments,  including,  without limitation, all charges for recording, filing,
appraisal fees, and
                                       13.
<PAGE>
expenses  of Bank's  outside  and  in-house  counsel  and all  expenses  for the
Commitment;  (b) the  protection  of the rights of Bank in  connection  with the
transactions and documents  described herein;  (c) the enforcement of payment of
Borrower, obligations to Bank, whether by judicial proceedings or otherwise; (d)
the  enforcement of payment of such  obligations by any action or  participation
in, or in connection with, a case or proceeding under any chapter of the federal
Bankruptcy Code, or any successor statute thereto,  including without limitation
defense of any matter brought by a debtor therein, making any attempt to enforce
remedies therein, or proposing a plan or participating in the plan process;  (e)
Bank's  review of  documentation  and other  information  delivered  by Borrower
pursuant to the Loan  Documents and this  Agreement  from time to time;  (f) all
expenses  paid by Bank on  Borrower's  behalf;  and (g) all legal fees of Bank's
outside and in-house  counsel (as  determined by the court or arbitrator and not
by a  jury  if  any  action  or  arbitration  is  commenced,  including  without
limitation,  any allocated costs of in-house counsel), and disbursements related
to any of the above and/or the Credits (collectively "Bank Expenses"),  shall be
immediately reimbursed to Bank by Borrower upon Bank's request therefor.

                                    ARTICLE V
                                    ---------
                               NEGATIVE COVENANTS
                               ------------------

         Borrower  further  covenants that so long as Bank remains  committed to
extend credit to Borrower pursuant hereto, or any liabilities (whether direct or
contingent,  liquidated  or  unliquidated)  of Borrower to Bank under any of the
Loan Documents remain outstanding,  and until payment in full of all obligations
of Borrower  subject  hereto,  Borrower  will not without  Bank's prior  written
consent:

         SECTION  5.1.  USE OF  FUNDS.  Use  any of the  proceeds  of any of the
Credits except for the purposes stated in Article I hereof.

         SECTION 5.2. OTHER  INDEBTEDNESS.  Create,  incur,  assume or permit to
exist any  indebtedness  or  liabilities  resulting  from  borrowings,  loans or
advances,  whether  secured or unsecured,  matured or  unmatured,  liquidated or
unliquidated,  joint or several, except (a) the liabilities of Borrower to Bank,
(b) any other  liabilities  of Borrower  existing as of, and  disclosed  to Bank
prior to, the date hereof, and (c) the Permitted Liens.

         SECTION 5.3. MERGER,  CONSOLIDATION,  TRANSFER OF ASSETS. Merge into or
consolidate with any other entity;  make any substantial change in the nature of
Borrower's  business  as  conducted  as of  the  date  hereof;  acquire  all  or
substantially all of the assets of any other entity;  nor sell, lease,  transfer
or otherwise  dispose of all or a substantial or material  portion of Borrower's
assets except in the ordinary course of its business.

         SECTION  5.4.  GUARANTIES.  Guarantee  or  become  liable in any way as
surety, endorser (other than as endorser of negotiable
                                       14.
<PAGE>
instruments  for deposit or  collection  in the  ordinary  course of  business),
accommodation endorser or otherwise for, nor pledge or hypothecate any assets of
Borrower as security for, any  liabilities or obligations of any other person or
entity, except any of the foregoing in favor of Bank and the Permitted Liens.

         SECTION 5.5. LOANS, ADVANCES,  INVESTMENTS.  Make any loans or advances
to or investments in any person or entity,  except any of the foregoing existing
as of, and disclosed to Bank prior to, the date hereof.

         SECTION 5.6. DIVIDENDS,  DISTRIBUTIONS.  Declare or pay any dividend or
distribution either in cash, stock or any other property on Borrower's stock now
or hereafter outstanding.

         SECTION 5.7.  PLEDGE OF ASSETS.  Mortgage,  pledge,  grant or permit to
exist a security  interest  in, or lien upon,  all or any portion of  Borrower's
assets now owned or hereafter  acquired,  except the Permitted Liens, any of the
foregoing in favor of Bank or which is existing as of, and  disclosed to Bank in
writing prior to, the date hereof.

         SECTION 5.8. CHANGE IN FISCAL YEAR ACCOUNTING  METHODS.  Borrower shall
not,  without  having  received the prior  written  consent of Bank,  change its
fiscal year or other accounting periods or change its method of accounting other
than to conform to GAAP applied on a consistent basis.

                                   ARTICLE VI
                                   ----------
                                EVENTS OF DEFAULT
                                -----------------

         SECTION 6.1. The occurrence of any of the following shall constitute an
"Event of Default" under this Agreement:

         (a) Borrower shall fail to pay when due any principal,  interest,  fees
or other amounts  payable under any of the Loan  Documents and the expiration of
five (5) days after written notice from Bank to Borrower of such failure.

         (b)  Any  financial  statement  or  certificate  furnished  to  Bank in
connection with, or any representation or warranty made by Borrower or any other
party  under  this  Agreement  or any  other  Loan  Document  shall  prove to be
incorrect, false or misleading in any material respect when furnished or made.

         (c)  Any  default  in  the   performance  of  or  compliance  with  any
obligation,  agreement or other provision  contained herein or in any other Loan
Document  (other than those referred to in subsections  (a) and (b) above),  and
with respect to any such default which by its nature can be cured,  such default
shall continue for a period of twenty (20) days from its occurrence.

         (d) Any default in the payment or performance of any obligation, or any
defined event of default, under the terms of any
                                       15.
<PAGE>
contract or instrument (other than any of the Loan Documents)  pursuant to which
Borrower  has  incurred  any debt or other  liability  to any  person or entity,
including  Bank,  including  the  expiration of all  applicable  notice and cure
periods.

         (e) The filing of a notice of judgment  lien against  Borrower;  or the
recording  of any abstract of judgment  against  Borrower in any county in which
Borrower  has an interest in real  property;  or the service of a notice of levy
and/or of a writ of attachment or execution, or other like process,  against the
assets of Borrower; or the entry of a judgment against Borrower, all of which is
not dismissed or released within thirty (30) days the entry of any such matter.

         (f) Borrower shall suffer or consent to or apply for the appointment of
a receiver,  trustee,  custodian or liquidator of itself or any of its property,
or shall  generally  fail to pay its debts as they  become  due, or shall make a
general assignment for the benefit of creditors; Borrower shall file a voluntary
petition in bankruptcy, or seeking reorganization,  in order to effect a plan or
other arrangement with creditors or any other relief under the Bankruptcy Reform
Act,  Title 11 of the United States Code, as amended or recodified  from time to
time  ("Bankruptcy  Code"), or under any state or Federal law granting relief to
debtors,  whether now or hereafter  in effect;  or any  involuntary  petition or
proceeding  pursuant to the  Bankruptcy  Code or any other  applicable  state or
Federal law relating to bankruptcy,  reorganization  or other relief for debtors
is filed or  commenced  against  Borrower,  or  Borrower  shall  file an  answer
admitting  the  jurisdiction  of the court and the material  allegations  of any
involuntary  petition;  or Borrower shall be adjudicated a bankrupt, or an order
for  relief  shall  be  entered  against  Borrower  by any  court  of  competent
jurisdiction  under the Bankruptcy Code or any other applicable state or Federal
law relating to bankruptcy, reorganization or other relief for debtors.

         (g) There  shall  exist or occur any event or  condition  which Bank in
good faith believes impairs, or is substantially  likely to impair, the prospect
of payment or performance by Borrower of its  obligations  under any of the Loan
Documents.

         (h)  The  dissolution  or  liquidation  of  Borrower  or any  of  their
directors,  stockholders  or members,  shall take  action  seeking to effect the
dissolution or liquidation of Borrower.

         SECTION 6.2. REMEDIES. Upon the occurrence of any Event of Default: (a)
all indebtedness of Borrower under each of the Loan Documents,  any term thereof
to the  contrary  notwithstanding,  shall at Bank's  option and  without  notice
become  immediately  due and payable  without  presentment,  demand,  protest or
notice of dishonor,  all of which are hereby expressly  waived by Borrower;  (b)
the  obligation,  if any, of Bank to extend any further  credit under any of the
Loan Documents shall  immediately  cease and terminate;  and (c) Bank shall have
all rights, powers and remedies available under
                                       16.
<PAGE>
each of the Loan Documents, or accorded by law, including without limitation the
right to resort to any or all  security  for any of the  Credits and to exercise
any  or  all of the  rights  of a  beneficiary  or  secured  party  pursuant  to
applicable law. All rights,  powers and remedies of Bank may be exercised at any
time by Bank and from time to time after the  occurrence of an Event of Default,
are cumulative and not exclusive,  and shall be in addition to any other rights,
powers or remedies provided by law or equity.

                                   ARTICLE VII
                                   -----------
                                  MISCELLANEOUS
                                  -------------

         SECTION 7.1. NO WAIVER. No delay,  failure or discontinuance of Bank in
exercising  any right,  power or remedy  under any of the Loan  Documents  shall
affect or operate  as a waiver of such  right,  power or  remedy;  nor shall any
single or partial exercise of any such right, power or remedy preclude, waive or
otherwise  affect any other or further  exercise  thereof or the exercise of any
other right,  power or remedy.  Any waiver,  permit,  consent or approval of any
kind by Bank of any breach of or default under any of the Loan Documents must be
in writing and shall be effective only to the extent set forth in such writing.

         SECTION 7.2. NOTICES. All notices, requests and demands which any party
is required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to each party at the following address:

         BORROWER:                  STRATFORD AMERICAN CORPORATION
                                    2400 East Arizona Biltmore Circle
                                    Building 2, Suite 1270
                                    Phoenix, Arizona 85016
                                    Attn: Mel L. Shultz

         BANK:                      IMPERIAL BANK
                                    4343 East Camelback Road, Suite 444
                                    Phoenix, Arizona 85018
                                    Attn: R. Mark Chambers

or to such other  address as any party may  designate  by written  notice to all
other  parties.  Each such  notice,  request and demand shall be deemed given or
made as follows:  (a) if sent by hand delivery,  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.

         SECTION 7.3. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower 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 connection with (a) the negotiation and preparation of this
                                       17.
<PAGE>
Agreement and the other Loan Documents,  Bank's continued  administration hereof
and  thereof,  and the  preparation  of any  amendments  and waivers  hereto and
thereto,  (b) the  enforcement  of Bank's  rights  and/or the  collection of any
amounts  which become due to Bank under any of the Loan  Documents,  and (c) the
prosecution  or  defense  of any  action in any way  related  to any of the Loan
Documents,  including without limitation, any action for declaratory relief, and
including  any of the  foregoing  incurred  in  connection  with any  bankruptcy
proceeding relating to Borrower.

         SECTION 7.4.  SUCCESSORS,  ASSIGNMENT.  This Agreement shall be binding
upon and inure to the  benefit of the heirs,  executors,  administrators,  legal
representatives,  successors and assigns of the parties;  provided however, that
Borrower may not assign or transfer its interest  hereunder without Bank's prior
written consent. Bank reserves the right to sell, assign, transfer, negotiate or
grant  participations  in all or any part of, or any interest in,  Bank's rights
and benefits under each of the Loan Documents. In connection therewith, Bank may
disclose  all  documents  and  information  which Bank now has or may  hereafter
acquire  relating  to any of  the  Credits,  Borrower  or its  business,  or any
collateral required hereunder.

         SECTION 7.5. ENTIRE AGREEMENT;  AMENDMENT. This Agreement and the other
Loan Documents  constitute the entire  agreement  between Borrower and Bank with
respect to the Credits and  supersede  all prior  negotiations,  communications,
discussions  and  correspondence  concerning  the subject  matter  hereof.  This
Agreement  may be amended or modified only by a written  instrument  executed by
each party hereto.

         SECTION 7.6. NO THIRD PARTY  BENEFICIARIES.  This Agreement is made and
entered into for the sole protection and benefit of the parties hereto and their
respective permitted successors and assigns, and no other person or entity shall
be a third party  beneficiary of, or have any direct or indirect cause of action
or claim in connection  with,  this Agreement or any other of the Loan Documents
to which it is not a party.

         SECTION 7.7. TIME.  Time is of the essence of each and every  provision
of this Agreement and each other of the Loan Documents.

         SECTION  7.8.  SEVERABILITY  OF  PROVISIONS.  If any  provision of this
Agreement shall 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.

         SECTION 7.9.  GOVERNING  LAW. This  Agreement  shall be governed by and
construed in accordance with the laws of the State of California,  except to the
extent  Bank has greater  rights or remedies  under  Federal  law,  whether as a
national bank or
                                       18.
<PAGE>
otherwise,  in which case such choice of  California  law shall not be deemed to
deprive Bank of any such rights and remedies as may be available  under  Federal
law.

         SECTION  7.10.  COUNTERPARTS.  This  Agreement  may be  executed in any
number of  counterparts,  each of which when  executed  and  delivered  shall be
deemed to be an original,  and all of which when taken together shall constitute
one and the same Agreement.

         SECTION 7.11. REFERENCE PROVISION.  Each controversy,  dispute or claim
("Claim")  between  the parties  arising  out of or relating to this  Agreement,
which is not settled in writing  within ten days after the "Claim Date" (defined
as the date on which a party gives  written  notice to all other  parties that a
controversy, dispute or claim exists), will be settled by a reference proceeding
in Los Angeles,  California in accordance  with the provisions of Section 638 et
seq. of the  California  Code of Civil  Procedure,  or their  successor  section
("CCP"),  which shall  constitute the exclusive remedy for the settlement of any
Claim,  including whether such Claim is subject to the reference  proceeding and
the parties  waive their rights to initiate any legal  proceedings  against each
other in any court or jurisdiction  other than the Superior Court of Los Angeles
(the "Court"). The referee shall be a retired Judge selected by mutual agreement
of the parties,  and if they cannot so agree within  thirty days after the Claim
Date,  the referee  shall be selected by the Presiding  Judge of the Court.  The
referee  shall be appointed to sit as a temporary  judge,  as authorized by law.
The referee  shall (a) be requested  to set the matter for hearing  within sixty
(60) days after the Claim Date and (b) try any and all issues of law or fact and
report a statement of decision upon them,  if possible,  within ninety (90) days
of the Claim Date. Any decision  rendered by the referee will be final,  binding
and conclusive  and judgment shall be entered  pursuant to CCP 644 in the Court.
All  discovery  permitted  by this  Agreement  shall be  completed no later than
fifteen (15) days before the first hearing date established by the referee.  The
referee  may  extend  such  period in the event of a party's  refusal to provide
requested  discovery for any reason whatsoever,  including,  without limitation,
legal objections  raised to such discovery or unavailability of a witness due to
absence or  illness.  No party  shall be entitled  to  "priority"  in  conducing
discovery.  Depositions may be taken by either party upon seven (7) days written
notice,  and,  request  for  production  of  inspection  of  documents  shall be
responded  to within ten (10) days  after  service.  All  disputes  relating  to
discovery  which  cannot be resolved by the parties  shall be  submitted  to the
referee whose decision shall be final and binding upon the parties.

                  b. The referee  shall be required to  determine  all issues in
accordance  with  existing  case  law and the  statutory  laws of the  State  of
California.  The rules of evidence applicable to proceedings at law in the State
of California will be applicable to the reference proceeding.  The referee shall
be  empowered  to  enter  equitable  as well as legal  relief,  to  provide  all
temporary and/or
                                       19.
<PAGE>
provisional remedies and to enter equitable orders that will be binding upon the
parties. The referee shall issue a single judgment at the close of the reference
proceeding  which shall dispose of all of the claims of the parties that are the
subject to the  reference.  The parties  hereto  expressly  reserve the right to
contest or appeal from the final judgment or any appealable  order or appealable
judgment  entered by the  referee.  The parties  expressly  reserve the right to
findings of fact,  conclusions of law, a written statement of decision,  and the
right to move for a new  trial or a  different  judgment,  which new  trial,  if
granted, is also to be a reference proceeding under this provision.

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


STRATFORD AMERICAN CORPORATION,
 an Arizona corporation




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

Title: President
      --------------------------


STRATFORD AMERICAN CAR RENTAL SYSTEMS, INC.,
 an Arizona corporation




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

Title: President
      --------------------------



IMPERIAL BANK




By:/s/ R. Mark Chambers
   -----------------------------

Title: Vice President
      --------------------------
                                       20.