SUBORDINATION AND STANDSTILL AGREEMENT


         THIS  AGREEMENT  is  entered  into  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"),  the undersigned  creditors  (collectively  and  individually,
"Creditor"), and IMPERIAL BANK ("Bank").

                                    RECITALS

         A.  Borrower is indebted to Creditor,  and Borrower  proposes to obtain
credit or has obtained credit from Bank; and

         B.  Bank has  indicated  that it will  extend  or  continue  credit  to
Borrower  if certain  conditions  are met,  including  without  limitation,  the
requirement that Creditor execute this Agreement.

         NOW,  THEREFORE,  as an inducement to Bank to extend or continue credit
and for other valuable consideration, the parties hereto agree as follows:


         1. INDEBTEDNESS  SUBORDINATED.  Creditor  subordinates all Indebtedness
now or at any time hereafter owing from Borrower to Creditor  (including without
limitation,  interest thereon which may accrue  subsequent to Borrower  becoming
subject to any state or federal  debtor-relief  statute)  ("Junior Debt") to all
Indebtedness  now or at any time hereafter  owing from Borrower to Bank ("Senior
Debt").  Creditor irrevocably consents and directs that all Senior Debt shall be
paid in full prior to Borrower  making any payment on any Junior Debt.  Creditor
will,  and Bank is  authorized  in the name of  Creditor  from  time to time to,
execute  and file such  financing  statements  and other  documents  as Bank may
require in order to give notice to other  persons and  entities of the terms and
provisions of this Agreement.  As long as this Agreement is in effect,  Creditor
will not take any action or initiate any proceedings,  judicial or otherwise, to
enforce Creditor's rights or remedies with respect to any Junior Debt.

         2. INDEBTEDNESS  DEFINED. The word "Indebtedness" is used herein in its
most comprehensive sense and includes any and all advances,  debts,  obligations
and  liabilities  of Borrower  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  Borrower may be liable  individually or jointly with
others,  including without limitation,  obligations and liabilities arising from
notes, repurchase agreements and trust receipts.

         3.  RESTRICTION  OF PAYMENT OF JUNIOR  DEBT;  DISPOSITION  OF  PAYMENTS
RECEIVED BY CREDITOR. Other than payments of accrued
<PAGE>
interest to Creditor,  provided no default has occurred and is continuing  under
the  Senior  Debt,  Borrower  will not make,  and  Creditor  will not  accept or
receive,  any payment or benefit in cash or otherwise (or exercise any right of,
or permit any set-off with respect to, the Junior Debt), directly or indirectly,
on account of principal, interest or any other amounts owing on any Junior Debt.
If any such  payment is made in  violation  of this  Paragraph,  Creditor  shall
promptly deliver the same to Bank in the form received,  with any endorsement or
assignment  necessary for the transfer of such payment from Creditor to Bank, to
be either (in Bank's  sole  discretion)  held as cash  collateral  securing  the
Senior  Debt or applied in  reduction  of the Senior  Debt in such order as Bank
shall  determine,  and until so delivered,  Creditor  shall hold such payment in
trust for and on behalf of, and as the property of, Bank.  In the event that the
Creditor shall exercise any right of set-off which the Creditor is not permitted
to exercise under the provisions of this Agreement,  the Creditor shall promptly
pay over to Bank, in immediately  available funds, an amount equal to the amount
of the  claims  or  obligations  offset.  If the  Creditor  fails  to  make  any
endorsement  required under this  Agreement,  the Bank, or any of its offices or
employees or agents on behalf of the Bank,  is hereby  irrevocably  appointed as
the attorney  in-fact  (which  appointment  is coupled with an interest) for the
Creditor to make such endorsement in the Creditor's name.

         4. ACTION ON  SUBORDINATED  DEBT.  The  Creditor  will not commence any
action or  proceeding  against  the  Borrower  to recover all or any part of the
Junior  Debt,  or join  with any  creditor  (unless  the Bank  shall so join) in
bringing   any   proceeding   against  the   Borrower   under  any   bankruptcy,
reorganization,   readjustment  of  debt,   arrangement  of  debt  receivership,
liquidation or insolvency law or statute of the federal or any state government,
unless and until the Senior Debt has been paid in full.

         5.  DISPOSITION OF EVIDENCE OF  INDEBTEDNESS.  If there is any existing
promissory  note or other evidence of any Junior Debt, or if any promissory note
or other evidence of Indebtedness is executed at any time hereafter with respect
thereto,  then  Borrower and Creditor  will mark the same with a legend  stating
that it is subject to this  Agreement,  and if asked to do so, will  deliver the
same to Bank. Creditor shall not, without Bank's prior written consent,  assign,
transfer, hypothecate or otherwise dispose of any claim it now has or may at any
time  hereafter  have against  Borrower at any time that any Senior Debt remains
outstanding and/or Bank remains committed to extend any credit to Borrower.

         6.  CONTINUING  EFFECT.  This Agreement  shall  constitute a continuing
agreement of  subordination,  and the Bank may,  without notice to or consent by
the  Creditor,  modify  any  term of the  Senior  Debt  in  reliance  upon  this
Agreement.  Without  limiting the generality of the foregoing,  the Bank may, at
any time and from  time to time,  either  before  or after  receipt  of any such
notice of revocation, without the consent of or notice to the Creditor and
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<PAGE>
without  incurring  responsibility to the Creditor or impairing or releasing any
of the Bank's rights or any of the Creditor's obligations hereunder:

                  (a) change the  interest  rate or change the amount of payment
or extend  the time for  payment  or renew or  otherwise  alter the terms of the
Senior Debt or any instrument evidencing the same in any manner;

                  (b)  sell,  exchange,  release  or  otherwise  deal  with  any
property at any time securing payment of the Senior Debt or any part thereof;

                  (c)  release  anyone  liable in any manner for the  payment or
collection of the Senior Debt or any part thereof;

                  (d) exercise or refrain from  exercising any right against the
Borrower or any other person (including the Creditor); and

                  (e) apply any sums received by the Bank,  by  whomsoever  paid
and however  realized,  to the Senior Debt in such manner as the Bank shall deem
appropriate.

         7.  TERMINATION  BY  CREDITOR.  Creditor  may,  to the extent  provided
herein,  terminate this Agreement by delivering written notice to Bank. Any such
notice must be sent to Bank by registered U.S. mail, postage prepaid,  addressed
to its office at 4343 East Camelback Road,  Suite 444,  Phoenix,  Arizona 85018,
Attention:  Mark  Chambers,  or at such other address as Bank shall from time to
time  designate.  If such  notice is  received  by Bank,  this  Agreement  shall
terminate as of the date of receipt, except that the obligations of Creditor and
the rights of Bank  hereunder  shall  continue  with  respect to all Senior Debt
which existed at the time of Bank's receipt of such notice,  or thereafter arose
pursuant to any agreement to extend credit by which Bank is bound at the time of
its receipt of such notice, and any extensions, renewals or modifications of any
such then  existing or committed  Senior  Debt,  including  without  limitation,
modifications  to the amount of principal or interest payable on any Senior Debt
and the release of any security for or any  guarantors  of all or any portion of
any Senior Debt.

         8. INFORMATION. Creditor has established adequate, independent means of
obtaining from Borrower on a continuing  basis  financial and other  information
pertaining to Borrower's financial condition. Creditor agrees to keep adequately
informed from such means of any facts,  events or  circumstances  which might in
any way affect  Creditor's risks hereunder,  and Creditor agrees that Bank shall
have no  obligation  to  disclose  to Creditor  information  or  material  about
Borrower  which is  acquired  by Bank in any  manner.  Bank may,  at Bank's sole
option and without  obligation to do so, disclose to Creditor any information or
material relating to
                                        3
<PAGE>
Borrower which is acquired by Bank by any means,  and Borrower  hereby agrees to
and authorizes any such disclosure by Bank.

         9. TRANSFER OF ASSETS OR REORGANIZATION OF BORROWER. If any petition is
filed  or  any  proceeding  is  instituted  by or  against  Borrower  under  any
provisions of the Bankruptcy  Reform Act, Title 11 of the United States Code, or
any other or similar law relating to bankruptcy,  insolvency,  reorganization or
other relief for debtors, or generally  affecting  creditors' rights, or seeking
the  appointment  of a receiver,  trustee,  custodian  or  liquidator  of or for
Borrower or any of its assets,  any payment or distribution of any of Borrower's
assets,  whether  in cash,  securities  or any other  property,  which  would be
payable  or  deliverable  with  respect  to any  Junior  Debt,  shall be paid or
delivered to Bank until all Senior Debt is paid in full. Creditor grants to Bank
the right to enforce,  collect and receive any such payment or distribution  and
to give releases or acquittance  therefor,  and Creditor  authorizes Bank as its
attorney-in-fact to vote and prove the Junior Debt in any of the above-described
proceedings or in any meeting of creditors of Borrower relating thereto.

         10. REPRESENTATIONS AND WARRANTIES.  The Creditor hereby represents and
warrants:

                  (a) The  Creditor  owns the Junior  Debt free and clear of any
lien, security interest or other encumbrance;

                  (b) The  Creditor  has all  requisite  power and  authority to
execute, deliver and perform this Agreement;

                  (c) The execution, delivery and performance by the Creditor of
this Agreement is not and will not contravene any law or governmental regulation
or any contractual restriction binding on or effecting the Creditor;

                  (d) No authorization or approval or other action by, or notice
to,  or filing  with any  governmental  authority  or other  regulatory  body or
consent of any other  person is required  for the due  execution,  delivery  and
performance by the Creditor of this Agreement; and

                  (e) This Agreement  constitutes  the legal,  valid and binding
obligation of the Creditor, enforceable against it in accordance with its terms.

         11. OTHER AGREEMENTS; NO THIRD PARTY BENEFICIARIES.  Bank shall have no
direct or  indirect  obligations  to  Creditor  of any kind with  respect to the
manner or time in which Bank exercises (or refrains from  exercising) any of its
rights  or  remedies  with  respect  to  the  Senior  Debt,  Borrower  or any of
Borrower's  assets.  Creditor  understands that there may be various  agreements
between Bank and Borrower evidencing and governing the Senior Debt, and Creditor
acknowledges and agrees that such agreements are not
                                        4
<PAGE>
intended to confer any benefits on Creditor.  Creditor further acknowledges that
Bank may administer the Senior Debt and any of Bank's  agreements  with Borrower
in any way Bank deems  appropriate,  without  regard to  Creditor  or the Junior
Debt.  Creditor  waives any right  Creditor  might  otherwise  have to require a
marshaling  of any security  held by Bank for all or any part of the Senior Debt
or to direct or affect the manner or timing with which Bank  enforces any of its
security.  Nothing in this Agreement shall impair or adversely affect any right,
privilege,  power or remedy of Bank with respect to the Senior Debt, Borrower or
any assets of  Borrower,  including  without  limitation,  Bank's  right to: (a)
waive,  release or subordinate  any of Bank's  security or rights;  (b) waive or
ignore any  defaults  by  Borrower;  and/or (c)  restructure,  renew,  modify or
supplement  the Senior  Debt,  or any portion  thereof,  or any  agreement  with
Borrower  relating  to any  Senior  Debt.  All  rights,  privileges,  powers and
remedies of Bank may be exercised from time to time by Bank without notice to or
consent of Creditor.

         12.  BREACH OF AGREEMENT  BY BORROWER OR CREDITOR.  In the event of any
breach  of  this  Agreement  by  Borrower  or  Creditor,  then  and at any  time
thereafter Bank shall have the right to declare  immediately due and payable all
or any portion of the Senior Debt without presentment, demand, protest or notice
of dishonor,  all of which are hereby expressly waived by Borrower and Creditor.
No delay, failure or discontinuance of Bank in exercising any right,  privilege,
power or remedy  hereunder  shall be deemed a waiver of such  right,  privilege,
power or remedy;  nor shall any single or partial  exercise  of any such  right,
privilege,  power or remedy  preclude,  waive or  otherwise  affect the  further
exercise thereof or the exercise of any other right, privilege, power or remedy.
Any waiver, permit, consent or approval of any kind by Bank with respect to this
Agreement must be in writing and shall be effective only to the extent set forth
in such writing.

         13.  MISCELLANEOUS.  This Agreement  shall be binding upon and inure to
the  benefit of the heirs,  executors,  administrators,  legal  representatives,
successors  and assigns of the  parties.  If this  Agreement is executed by more
than one  Creditor,  it shall bind them  jointly and  severally.  All words used
herein in the singular shall be deemed to have been used in the plural where the
context so requires.

         14.  LIQUIDATED  DAMAGES.  Inasmuch as the actual  damages  which could
result  from a breach by  Creditor  of its duties  under  Paragraph 3 hereof are
uncertain and would be impractical or extremely difficult to fix, Creditor shall
pay to Bank,  in the event of any such breach by  Creditor,  as  liquidated  and
agreed damages, and not as a penalty, all sums received by Creditor in violation
of this  Agreement  on account  of the  Junior  Debt,  which  sums  represent  a
reasonable  endeavor to estimate a fair compensation for the foreseeable  losses
that might result from such a breach.
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<PAGE>
         15. COSTS, EXPENSES AND ATTORNEYS' FEES. If any party hereto institutes
any judicial or administrative action or proceeding to enforce any provisions of
this  Agreement,  or  alleging  any  breach of any  provision  hereof or seeking
damages or any other judicial or administrative  remedy, the prevailing party or
parties in such  action or  proceeding  shall be  entitled  to receive  from the
losing party or parties all costs and expenses,  including reasonable attorneys'
fees (to include  outside  counsel fees and all allocated  costs of such party's
in-house counsel), incurred in connection with such action or proceeding.

         16.  CONFLICT IN  AGREEMENTS.  If the  subordination  provisions of any
instrument evidencing Junior Debt conflict with the terms of this Agreement, the
terms of this Agreement shall govern the  relationship  between the Bank and the
Creditor.

         17. NO WAIVER.  No waiver shall be deemed to be made by the Bank of any
of its rights  hereunder unless the same shall be in writing signed on behalf of
the Bank,  and each such waiver,  if any, shall be a waiver only with respect to
the specific  matter or matters to which the waiver  relates and shall in no way
impair the rights of the Bank or the  obligations of the Creditor to the Bank in
any other respect at any time.

         18. BINDING  EFFECT;  ACCEPTANCE.  This Agreement shall be binding upon
the Creditor and the Creditor's  heirs,  legal  representatives,  successors and
assigns  and  shall  inure to the  benefit  of the  Bank  and its  participants,
successors and assigns  irrespective of whether this or any similar agreement is
executed by any other creditor of the Borrower. Notice of acceptance by the Bank
of this  Agreement  or of  reliance  by the Bank upon this  Agreement  is hereby
waived by the Creditor.

         19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

         20.  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of December 11, 1996.


BORROWER:

STRATFORD AMERICAN CORPORATION,
an Arizona corporation


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

Title:  President
       -----------------------
                                        6
<PAGE>
STRATFORD AMERICAN CAR RENTAL
SYSTEMS, INC., an Arizona
corporation


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

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




BANK:

IMPERIAL BANK


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

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


CREDITOR:


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



T.W.P. COMPANY


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

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


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


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


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


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


------------------------------
John W. Teets
                                        7
<PAGE>
------------------------------
Anthony Wauterlek


WELLS FARGO EQUITY CORPORATION


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

Title:
       -----------------------
                                        8