CONTINUING SECURITY AGREEMENT:
                         RIGHTS TO PAYMENT AND INVENTORY


         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  accounts,  deposit  accounts,  accounts  receivable,
chattel  paper,  instruments,  documents and general  intangibles  (collectively
called "Rights to Payment"), now existing or at any time hereafter, and prior to
the  termination  hereof,  arising  (whether they arise from the sale,  lease or
other  disposition  of inventory or from  performance  of contracts for service,
manufacture,  construction,  repair  or  otherwise  or  from  any  other  source
whatsoever),   including  all  securities,   guaranties,  warranties,  indemnity
agreements,  insurance  policies and other agreements  pertaining to the same or
the property described therein, and in all goods returned by Debtor's customers,
together with a security interest in all inventory, goods held for sale or lease
or to be furnished  under  contracts for service,  goods so leased or furnished,
raw materials, component parts, work in process or materials used or consumed in
Debtor's  business  and all  warehouse  receipts,  bills  of  lading  and  other
documents  evidencing  goods owned or acquired by Debtor,  and all goods covered
thereby,  now or at any time  hereafter,  and prior to the  termination  hereof,
owned  or  acquired  by  Debtor,  wherever  located,  and all  products  thereof
(collectively  called  "Inventory"),   whether  in  the  possession  of  Debtor,
warehousemen, bailees or any other person and whether located at Debtor's places
of business or elsewhere,  excluding,  however,  the "Excluded  Collateral"  (as
defined  in the Credit  Agreement)(with  all  Rights to  Payment  and  Inventory
referred to herein collectively as the "Collateral"),  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,  all  Rights to
Payment,  including returned premiums, with respect to any insurance relating to
any of the  foregoing,  and 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
<PAGE>
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.

         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 and, where applicable,  in
the Collateral 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;  (f) all persons  appearing to be obligated on Rights to Payment
and  Proceeds  have  authority  and  capacity to contract  and are bound as they
appear to be;  (g) all  property  subject  to  chattel  paper has been  properly
registered  and filed in  compliance  with law and to perfect  the  interest  of
Debtor in such property;  and (h) all Rights to Payment and Proceeds comply with
all applicable  laws  concerning  form,  content and manner of  preparation  and
execution, including where applicable Federal Reserve Regulation Z and any State
consumer credit laws.

         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.
                                       2.
<PAGE>
         (b) Debtor Agrees with Regard to the  Collateral  and Proceeds:  (i) to
insure  Inventory  and,  where  applicable,  Rights to Payment with Bank as loss
payee, in form and amounts, under agreements, against risks and liabilities, and
with insurance companies satisfactory to Bank; (ii) not to use any Inventory for
any unlawful purpose or in any way that would void any insurance  required to be
carried in connection  therewith;  (iii) not to remove  Inventory  from Debtor's
premises without Bank's prior written consent and upon such terms and conditions
as Bank may require,  except for deliveries to buyers in the ordinary  course of
Debtor's business and except Inventory which 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  Inventory  from its state of domicile for a
period in excess of thirty (30)  calendar  days;  (iv) not to permit any lien on
the Collateral or Proceeds, including without limitation, liens arising from the
storage of Inventory,  except in favor of Bank; (v) not to sell,  hypothecate or
dispose of any of the Collateral or Proceeds,  or any interest  therein,  except
sales of  Inventory  to buyers in the  ordinary  course  of  Debtor's  business,
without  Bank's prior written  consent;  (vi) to furnish  reports to Bank of all
acquisitions,  returns,  sales and other  dispositions of Inventory in such form
and  detail  and at such  times as Bank may  require;  (vii) to  permit  Bank to
inspect the Collateral at any time; (viii) 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;  (ix) if requested by Bank, to receive and use
reasonable diligence to collect Rights to Payment and Proceeds,  in trust and as
the property of Bank, and to immediately endorse as appropriate and deliver such
Rights to Payment and Proceeds to Bank daily in the exact form in which they are
received together with a collection report in form satisfactory to Bank; (x) not
to commingle  Rights to Payment,  Proceeds or collections  thereunder with other
property;  (xi) to give only  normal  allowances  and credits and to advise Bank
thereof immediately in writing if they affect any Rights to Payment or Proceeds;
(xii) on demand, to deliver to Bank returned property resulting from, or payment
equal to, such  allowances or credits on any Rights to Payment or Proceeds or to
execute such documents and do such other things as Bank may  reasonably  request
for the purpose of perfecting, preserving and enforcing its security interest in
such returned  property;  (xiii) from time to time,  when  requested by Bank, to
prepare and deliver a schedule of all  Collateral  and Proceeds  subject to this
Agreement and to assign in writing and deliver to Bank all accounts,  contracts,
leases and other  chattel  paper,  instruments,  documents  and other  evidences
thereof; (xiv) in the event Bank elects to receive payments of Rights to Payment
or  Proceeds  hereunder  upon the  occurrence  and  continuation  of an Event of
Default (as defined in the Credit  Agreement),  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
                                       3.
<PAGE>
expenses  incidental  thereto;  and (xv) 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 all Collateral in good and saleable
condition,  to deal with the  Collateral  in  accordance  with the standards and
practices adhered to generally by users and manufacturers 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  Collateral  or Proceeds  and to give  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
Collateral and Proceeds subject
                                       4.
<PAGE>
hereto;  (m) to enter onto Debtor's  premises in inspecting the Collateral;  (n)
upon the occurrence and  continuation  of an Event of Default (as defined in the
Credit  Agreement),  to make  withdrawals  from and to close deposit accounts or
other  accounts with any financial  institution,  wherever  located,  into which
Proceeds may have been deposited,  and to apply funds so withdrawn to payment of
the Indebtedness;  (o) to preserve or release the interest  evidenced by chattel
paper to which Bank is entitled  hereunder and to endorse and deliver  evidences
of title incidental  thereto;  and (p) 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  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
                                       5.
<PAGE>
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. With respect
to any sale by Bank of any Collateral  subject to this Agreement,  Debtor hereby
expressly  grants to Bank the right to sell such Collateral  using any or all of
Debtor's trademarks, trade names, trade name rights and/or proprietary labels or
marks.

         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.

         12.  COSTS,  EXPENSES  AND  ATTORNEYS'  FEES.  Debtor shall pay to Bank
immediately upon demand the full amount of all payments,
                                       6.
<PAGE>
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.  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
                                       7.
<PAGE>
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 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.

         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.
                                       8.
<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
       -----------------------
                                       9.
<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