SECURITY AGREEMENT:
                             EQUIPMENT AND FIXTURES


         1.  GRANT  OF  SECURITY  INTEREST.  For  valuable  consideration,   the
undersigned  STRATFORD  AMERICAN  CORPORATION,   an  Arizona  corporation,   and
STRATFORD AMERICAN CAR RENTAL SYSTEMS,  INC., an Arizona corporation,  or any of
them  ("Debtor"),  hereby  grants and  transfers  to  IMPERIAL  BANK  ("Bank") a
security interest in all titled vehicles, goods, tools, machinery,  furnishings,
furniture and other equipment and fixtures,  now or at any time  hereafter,  and
prior to the termination hereof, owned or acquired by Debtor,  wherever located,
whether in the  possession of Debtor or any other person and whether  located on
Debtor's property or elsewhere, and all improvements,  replacements,  accessions
and additions thereto, excluding, however, the "Excluded Collateral" (as defined
in the Credit Agreement)  (collectively called "Collateral"),  and including all
of the  foregoing  which are now or  hereafter  affixed or to be affixed to, and
whether or not severed and removed from, the real property described on Schedule
1 attached  hereto and  incorporated  herein by this  reference,  together  with
whatever  is  receivable  or  received  when any of the  Collateral  or proceeds
thereof are sold, leased, collected, exchanged or otherwise disposed of, whether
such disposition is voluntary or involuntary,  including without limitation, (a)
all accounts,  contract rights, chattel paper, instruments,  general intangibles
and rights to payment of every kind now or at any time hereafter  arising out of
any such sale,  lease,  collection,  exchange or other disposition of any of the
foregoing, (b) all rights to payment,  including returned premiums, with respect
to any insurance relating to any of the foregoing, and (c) all rights to payment
with  respect  to any  cause  of  action  affecting  or  relating  to any of the
foregoing (hereinafter called "Proceeds").

         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.

         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.
<PAGE>
         4.  OBLIGATIONS  OF BANK.  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.

         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 grant a security  interest
in 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 are true and complete;  (e)
except the Permitted  Liens (as defined in the Credit  Agreement),  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) Debtor is not in
the business of selling goods of the kind included within the Collateral subject
to this  Agreement,  and  Debtor  acknowledges  that no sale of any  Collateral,
including  without  limitation,  any  Collateral  which  Debtor  may  deem to be
surplus,  has been or shall be consented to or acquiesced in by Bank,  except as
specifically set forth in writing by Bank.

         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) to
insure  the  Collateral  with Bank as loss  payee,  in form and  amounts,  under
agreements,   against  risks  and  liabilities,  and  with  insurance  companies
satisfactory  to Bank;  (ii) to operate the  Collateral in  accordance  with all
applicable  statutes,  rules and  regulations  relating  to the use and  control
thereof,  and not to use the Collateral  for any unlawful  purpose or in any way
that would void any insurance  required to be carried in  connection  therewith;
(iii) not to permit any lien on the  Collateral or Proceeds,  including  without
limitation,  liens arising from repairs to or storage of the Collateral,  except
in favor of Bank; (iv) to pay when due all license fees,  registration  fees and
other charges in
                                       2.
<PAGE>
connection with any  Collateral;  (v) not to remove the Collateral from Debtor's
premises without Bank's prior written consent, unless the Collateral consists of
mobile goods as defined in the California Uniform Commercial Code, in which case
Debtor  agrees not to remove or permit the  removal of the  Collateral  from its
state of domicile for a period in excess of thirty (30) calendar days;  (vi) not
to sell,  hypothecate or otherwise dispose of any of the Collateral or Proceeds,
or any interest therein,  without Bank's prior written consent; (vii) other than
in the ordinary course of Debtor's  business,  not to rent, lease or charter the
Collateral  without  Bank's  prior  written  consent;  (viii) to permit  Bank to
inspect the Collateral at any time;  (ix) 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;  (x) 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;  (xi)  not to  commingle  Proceeds  or
collections thereunder with other property; (xii) to give only normal allowances
and credits and to advise Bank thereof immediately in writing if they effect any
Collateral or Proceeds;  (xiii) upon the occurrence and continuation of an Event
of Default  (as  defined in the Credit  Agreement),  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, reporting to account or contract debtors, filing, recording,
record keeping and expenses incidental thereto; and (xiv) to provide any service
and do any other acts which may be necessary  to maintain,  preserve and protect
all Collateral  and, as appropriate  and  applicable,  to keep the Collateral in
good  and  saleable  condition  and  repair,  to deal  with  the  Collateral  in
accordance  with the standards  and practices  adhered to generally by owners of
like  property,  and to keep all  Collateral  and Proceeds free and clear of all
defenses, rights of offset and counterclaims.

         7. POWERS OF BANK.  Debtor  appoints  Bank its true attorney in fact to
perform any of the  following  powers,  which are coupled 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)  upon  the   occurrence  and
continuation  of an Event of Default  (as defined in the Credit  Agreement),  to
give notice of Bank's rights in the Collateral and Proceeds, to enforce the same
and make extension  agreements with respect thereto; (c) upon the occurrence and
continuation  of an Event of Default  (as defined in the Credit  Agreement),  to
release persons liable on Proceeds and to give
                                       3.
<PAGE>
receipts and acquittances and compromise disputes in connection  therewith;  (d)
upon the occurrence and  continuation  of an Event of Default (as defined in the
Credit Agreement),  to release security; (e) to resort to security in any order;
(f) to prepare, execute, file, record or deliver notes, assignments,  schedules,
designation   statements,   financing   statements,   continuation   statements,
termination statements, statements of assignment,  applications for registration
or like papers to perfect, preserve or release Bank's interest in the Collateral
and Proceeds;  (g) upon the occurrence and  continuation  of an Event of Default
(as defined in the Credit Agreement),  to receive,  open and read mail addressed
to Debtor;  (h) upon the occurrence and  continuation of an Event of Default (as
defined in the Credit Agreement),  to take cash,  instruments for the payment of
money  and  other  property  to which  Bank is  entitled;  (i) to  verify  facts
concerning  the  Collateral  and  Proceeds  by inquiry of obligors  thereon,  or
otherwise,  in its own name or a fictitious  name;  (j) upon the  occurrence and
continuation  of an Event of Default  (as defined in the Credit  Agreement),  to
endorse,  collect, deliver and receive payment under instruments for the payment
of money constituting or relating to Proceeds; (k) to prepare,  adjust, execute,
deliver and receive payment under insurance  claims,  and to collect and receive
payment of and endorse any instrument in payment of loss or returned premiums or
any other  insurance  refund or return,  and to apply such  amounts  received by
Bank, at Bank's sole option, toward repayment of the Indebtedness or replacement
of the  Collateral;  (l) 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
the Collateral and Proceeds subject hereto;  (m) to enter onto Debtor's premises
in inspecting the Collateral;  and (n) 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.

         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
                                       4.
<PAGE>
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 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) Debtor will deliver to Bank
from time to time,  as requested by Bank,  current lists of all  Collateral  and
Proceeds;  (b) Debtor  will not  dispose of any of the  Collateral  or  Proceeds
except on terms  approved by Bank; (c) 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; and (d)
Bank may,  without  notice to Debtor,  enter  onto  Debtor's  premises  and take
possession of the Collateral.

         11. DISPOSITION OF COLLATERAL AND PROCEEDS. Upon the transfer of all or
any part of the Indebtedness, Bank may transfer
                                       5.
<PAGE>
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.

         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
                                       6.
<PAGE>
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.  NOTICES.  All notices,  requests and demands  required  under this
Agreement must be in writing,  addressed to Bank at the 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.

         16.  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 represen tatives, 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.

         17.  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.

         Debtor  warrants  that the  Collateral  (except  goods in  transit)  is
located or  domiciled  at the  following  additional  addresses:  See Schedule 1
attached hereto and incorporated herein by this reference.
                                       7.
<PAGE>
         IN  WITNESS  WHEREOF,  this  Agreement  has been  duly  executed  as of
December 11, 1996.


STRATFORD AMERICAN CORPORATION,                   IMPERIAL BANK
an Arizona corporation


By: /s/ Mel L. Shultz                             By: /s/ R. Mark Chambers
    --------------------------                        --------------------------

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

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


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

Title:  President
       -----------------------
                                       8.
<PAGE>
                                   SCHEDULE 1

Dollar Rent A Car Phoenix Locations

America West Arena                                Sun City/Surprise
201 E. Jefferson                                  12129 W. Bell Road
Phoenix, Arizona 85004                            Sun City West, Arizona
514-8444                                          583-4718

Arizona Biltmore Hotel                            Sky Harbor Airport
2400 E. Missouri                                  Terminal 2     267-0097
Phoenix, Arizona 85016                            Terminal 3     267-0996
956-9012                                          Terminal 4     264-0995

Deer Valley Airport                               Dollar Rent A Car Main Office
702 W. Deer Valley Road                           50 S. 24th Street
Deer Valley, Arizona                              Phoenix, Arizona 85034
861-0366                                          275-7588

Holiday Inn Tempe
915 E. Apache Blvd.
Tempe, Arizona
829-1523

Scottsdale Radisson Resort
7171 N. Scottsdale Road
Scottsdale, Arizona 85258
947-7295

Southeast Regional Location
2828 S. Country Club
Mesa, Arizona
497-9298

West Valley Regional Location
8708 W. Thunderbird
Peoria, Arizona 85381
486-7990