NET LEASE


                   STRATFORD AMERICAN CAR RENTAL SYSTEMS, INC.

                                    LANDLORD

                                       AND


                         DOLLAR RENT A CAR SYSTEMS, INC.

                                     TENANT

                             DATED: OCTOBER 1, 1998
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ARTICLE 1 SUMMARY OF BASIC TERMS............................................1
 1.1 The Premises...........................................................1
 1.2 The Building...........................................................1
 1.3 The Term...............................................................1
 1.4 Commencement Date......................................................1
 1.5 Expiration Date........................................................1
 1.6 Lease Year.............................................................1
 1.7 Base Rent..............................................................1
 1.8 Description of Tenant's Use of the Premises............................1
 1.9 Tenant's Address for Notices...........................................1
 1.10 Landlord's Notice Address.............................................1

ARTICLE 2 DELIVERY AND TERM.................................................2
 2.1 Term...................................................................2
 2.2 Condition..............................................................2

ARTICLE 3 USE OF PREMISES...................................................2
 3.1 Permitted Uses.........................................................2
 3.2 Insurance Restrictions.................................................2
 3.3 Improvements...........................................................2
 3.4 Prohibitions...........................................................2
 3.5 Compliance with Law....................................................2
 3.6 Audit..................................................................3
 3.7 Underground Tanks and/or Hazardous Substances..........................3

ARTICLE 4 RENT..............................................................4
 4.1 Base Rent..............................................................4
 4.2 Late Charges and Interest..............................................4
 4.3 Excise Taxes...........................................................4
 4.4 Obligations Are Rent...................................................4

ARTICLE 5 OPERATING COSTS...................................................5
 5.1 Operating Costs........................................................5
 5.2 Intent.................................................................5

ARTICLE 6 TAXES.............................................................5
ARTICLE 7 INSURANCE AND INDEMNITY...........................................5
 7.1 Insurance Policies.....................................................5
 7.2 Policy Requirements....................................................5
 7.3 Evidence of Coverage...................................................6
 7.4 Indemnity and Exculpation..............................................6
 7.5 Landlord's Policies....................................................6

ARTICLE 8 DAMAGE OR DESTRUCTION.............................................7

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ARTICLE 9 CONDEMNATION......................................................7
 9.1 Automatic Termination..................................................7
 9.2 Optional Termination...................................................7
 9.3 Award..................................................................8

ARTICLE 10 MAINTENANCE......................................................8

 10.1 By Tenant.............................................................8

ARTICLE 11 UTILITIES........................................................8

ARTICLE 12 LANDLORD RIGHT OF ENTRY..........................................9

ARTICLE 13 SIGNS............................................................9

ARTICLE 14 TENANT ALTERATIONS...............................................9
 14.1 Tenant Alterations....................................................9
 14.2 Tenant Installations.................................................10
 14.3 Mechanics Liens......................................................10

ARTICLE 15 ASSIGNMENT AND SUBLETTING.......................................10
 15.1 Consent Required.....................................................10
 15.2 Requests for Approval................................................10
 15.3 Continued Responsibility.............................................11
 15.4 Excess Proceeds......................................................11
 15.5 No Waiver............................................................11
 15.6 Transfer by Landlord.................................................11

ARTICLE 16  SUBORDINATION AND ATTORNMENT...................................11
 16.1 Subordination........................................................11
 16.2 Lender Protection....................................................11

ARTICLE 17 ESTOPPEL CERTIFICATES...........................................12

ARTICLE 18 QUIET ENJOYMENT.................................................12

ARTICLE 19 SURRENDER AND HOLDOVER..........................................12
 19.1 Surrender............................................................12
 19.2 Holdover.............................................................12

ARTICLE 20 BREACH, DEFAULT, AND REMEDIES...................................13
 20.1 Default..............................................................13
 20.2 Remedies.............................................................13
 20.3 Subtenancies.........................................................14

ARTICLE 21 LANDLORD LIABILITY..............................................14

ARTICLE 22 NOTICES.........................................................14

ARTICLE 23 BROKERAGE.......................................................15

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ARTICLE 24 GENERAL.........................................................15
 24.1 Severability.........................................................15
 24.2 Financial Statements.................................................15
 24.3 No Waiver............................................................15
 24.4 Effect of Payment....................................................15
 24.5 Lender Notice........................................................15
 24.6 No Offer.............................................................16
 24.7 Successors...........................................................16
 24.8 Integration..........................................................16
 24.9 Governing Law........................................................16
 24.10 Deadlines Enforceable...............................................16
 24.11 Counterparts........................................................16
 24.12 Arbitration.........................................................16

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                                    NET LEASE

STRATFORD  AMERICAN CAR RENTAL SYSTEMS,  INC.,  ("Landlord"),  hereby leases the
Premises  described  below, on the terms and conditions set forth in this Lease,
to DOLLAR RENT A CAR SYSTEMS, INC., an Oklahoma corporation ("Tenant").

ARTICLE 1 SUMMARY OF BASIC TERMS

1.1  The  Premises:  The real  property  described  on the  attached  Exhibit A,
     together with all the buildings and  improvements now existing or hereafter
     located  thereon,  with  Landlord  representing  that  it  is,  as  of  the
     Commencement Date, the owner of fee title to the Premises.

1.2  The Building: The buildings located on the Premises.

1.3  The Term: Ten (10) years and nine (9) months, beginning on the Commencement
     Date and ending on the Expiration Date.

1.4  Commencement Date: October 1, 1998

1.5  Expiration Date: June 30, 2009.

1.6  Lease  Year:  Each twelve  month  period  beginning  on October 1, 1998 and
     ending on  September  30 of each  year;  provided  that the last Lease Year
     shall be for a 21 month period  beginning on October 1, 2008 and concluding
     on the Expiration Date (June 30, 2009).

1.7  Base  Rent:  $125,000  for the First  Lease Year  payable in equal  monthly
     installments,  in advance,  commencing on the  Commencement  Date, with the
     Base Rent to  increase by 2.5% on the first day of each Lease Year and such
     increased Base Rent shall continue to be paid in such monthly installments.

1.8  Description  of  Tenant's  Use of  the  Premises:  Car  rental  office  and
     business,   automobile  storage,  washing  and  cleaning,  with  automobile
     maintenance  limited to light  maintenance.  No  automobile  refueling  nor
     storage of automobile fuels.

1.9  Tenant's Address for Notices:

     Dollar Rent A Car Systems, Inc.
     5330 E. 31st Street
     Tulsa, Oklahoma 74135
     Attention: Director of Properties & Concessions

1.10 Landlord's Notice Address:

     Stratford American Car Rental Systems
     2400 East Arizona Biltmore Circle
     Suite 1270, Bldg. 2
     Phoenix, AZ  85016
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ARTICLE 2 DELIVERY AND TERM

2.1  TERM.  The  Base  Term of this  Lease  and the  dates of  Commencement  and
Expiration of the Term are set forth in Sections 1.3, 1.4 and 1.5.

2.2  CONDITION.  Landlord  represents  and  warrants  to  Tenant  that as of the
Commencement  of this Lease,  the Premises  (including the Building) are, in all
material respects,  in compliance with the applicable  requirements of all laws,
rules and regulations,  ordinances, permits, use permits, and orders, including,
but not limited to, any requirements of the Americans with Disabilities Act then
applicable  to the  Premises  (including  the  Building).  Excepting  only those
conditions  relating to the Premises (including the Building) and existing as of
the Commencement  Date which are in violation of this Section 2.2 and/or Section
3.7  below  (correction  of  which  conditions  shall be the  responsibility  of
Landlord),  Landlord  shall  have no  obligation  to make  any  improvements  or
alterations  to the Premises  (including  the  Building)  whatsoever  and Tenant
accepts the Premises  (including  the Building) in as AS IS condition,  with all
faults.

ARTICLE 3 USE OF PREMISES

3.1 PERMITTED USES.  Tenant shall  continuously  use and occupy the Premises for
the purposes set forth in Section 1.8 and subject to the limitations thereof and
for no other purpose whatsoever without Landlord's prior written consent.

3.2 INSURANCE  RESTRICTIONS.  Tenant shall not perform any act which would cause
the cancellation of any insurance policies related to the Premises.

3.3  IMPROVEMENTS.  If  due to  the  nature  of  Tenant's  use of the  Premises,
improvements  or  alterations  are  necessary  to comply  with any  requirements
imposed by law (excluding any non-compliance with any applicable requirements of
law and governmental orders, rules,  regulations and the like existing as of the
Commencement   Date  but  including  any  requirements  of  the  Americans  with
Disabilities Act and the rules and regulations thereunder made applicable by any
alterations to the Premises by Tenant),  Tenant shall pay the entire cost of the
improvements or alterations.

3.4  PROHIBITIONS.  Tenant  shall not cause or maintain any nuisance in or about
the  Premises and shall keep the Premises  free of debris,  rodents,  vermin and
anything of a  dangerous,  noxious or  offensive  nature or which would create a
fire hazard  (through  undue load on electrical  circuits or otherwise) or undue
vibration, noise or heat. Tenant shall not cause the safe floor loading capacity
to be exceeded.  Tenant shall not disturb or interfere with the quiet  enjoyment
of neighboring properties.

3.5 COMPLIANCE WITH LAW.  Except as expressly  provided in Sections 2.2, 3.3 and
3.7,  Tenant  agrees that in the  operation,  use and  occupancy of the Premises
during the Term of this Lease and any extension or renewal thereof, Tenant will,
and will cause all persons  claiming by,  through or under  Tenant,  to strictly
comply with all laws, ordinances,  and certificates of occupancy issued pursuant

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to any law or by any public  officer  and the  orders,  rules,  regulations  and
requirements  of all federal,  state and municipal  governments  and appropriate
departments,  commissions,  boards, and officers thereof which may be applicable
to the  Premises or to the use or manner of use of the  Premises.  Tenant  shall
defend, indemnify and hold Landlord harmless from all loss, damage, expense, and
liability arising from any failure by Tenant to comply with the foregoing.

3.6  AUDIT.  At any  time  and  from  time  to  time,  Landlord  may  retain  an
environmental  consultant  or  engineer  to  conduct  an audit or  environmental
assessment of the Premises and Tenant's  compliance with applicable  laws, rules
and  regulations.  Tenant  shall extend its full  cooperation  with the audit or
investigation.  If Tenant is found not to be  substantially  in compliance  with
applicable  law, all reasonable  costs  associated  with the audit or assessment
shall be paid by Tenant to Landlord  upon demand;  otherwise  all costs shall be
borne by Landlord. In addition, Tenant, at Landlord's request from time to time,
shall complete such  questionnaires and provide such information with respect to
Tenant's  activities and operations on the Premises as Landlord shall reasonably
require.

3.7  UNDERGROUND  TANKS AND/OR  HAZARDOUS  SUBSTANCES.  Landlord  represents and
warrants to Tenant that as of the Commencement  Date, and except as disclosed in
the Phase I and Phase II Environmental  Report,  and other reports  delivered to
Tenant prior to the  Commencement  Date (i) there are no storage  tanks above or
below the Premises  (ii)  neither the  Premises nor the Building  forming a part
thereof contain any "Hazardous  Substances" (as herein defined) other than those
that are reasonably  necessary for use of the Premises  immediately prior to the
Commencement  Date which use is in compliance  with applicable  laws,  rules and
regulations;  and (iii) Landlord has not caused or permitted to occur, and shall
not permit to exist,  any condition which may cause a discharge of any Hazardous
Substances  at, upon or under the  Premises,  or any  contiguous  real estate in
violation of any applicable law, rule or regulation.  Hazardous Substances,  for
purposes of this Section,  shall mean any asbestos,  PCB  transformers,  leaking
under ground storage tanks or any hazardous  wastes or substances  (all of which
are  hereinafter  referred to as  "Hazardous  Substances")  in  violation of any
applicable  law, rule or resolution as those terms are used in (A) the Resources
Conservation Recovery Act as amended by the Hazardous and Solid Waste Amendments
of  1984,  42  U.S.C.  ss.  6901 eT Seq.  (B)  the  Comprehensive  Environmental
Response,  Compensation anD Liability Act as amended by the Superfund Amendments
and Reauthorization  Act of 1986, 42 U.S.C.  ss.9601 eT Seq. (C) the Clean Water
Act, 33 U.S.C.  ss.1251 eT Seq.;  (D) the Toxic  Substances  and Control Act, 15
U.S.C.  ss.2601 ET sEQ. (E) the Clean Air Act, 42 U.S.C. ss.7401 eT Seq.; or (F)
in any other federal,  state or local law governinG Hazardous  Substances or any
other environmental condition, as such laws may be amended form time to time.
The parties further agree:

         (a)  Notwithstanding  anything contained in this Lease to the contrary,
Tenant  shall  not be  responsible  or  liable  for  any  Hazardous  Substances,
pollutant,  contaminant  or  petroleum  products  existing  in,  on or under the
Premises  prior to Tenant's  occupancy of same,  and Landlord  shall  indemnity,
defend and save Tenant harmless from and against any and all liabilities, fines,
damages,  suits,  penalties,   judgments  and  environmental  cleanup,  removal,
response,  assessment,  or remediation  costs arising from  contamination of the
Premises or the release of any Hazardous Substances,  pollutant,  contaminant or
petroleum  products in, on, or under the Premises prior to Tenant's occupancy of
same.  Landlord shall have the burden of proof,  as between Tenant and Landlord,
as to whether any  contamination of the Premises or any release of any Hazardous
Substances,  pollutant,  contaminant  or petroleum  products in, on or under the

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<PAGE>
Premises arose during the Term,  extension or renewal  thereof and was caused by
Tenant.

         (b) Tenant shall indemnify,  defend and save Landlord harmless from and
against any and all liabilities,  fines, damages, suits,  penalties,  judgments,
and environmental cleanup, removal,  response,  assessment, or remediation costs
arising  from  Tenant's  contamination  of the  Premises  or the  release of any
Hazardous  Substances,  pollutant,  contaminant or petroleum products in, on, or
under the Premises caused by Tenant or its representatives, employees, agents or
invitees  during  the Term,  extension  or  renewal  thereof  and any during any
continued   occupancy  of  the  Premises  by  Tenant  after  the  expiration  or
termination of the Term.

         (c)  Notwithstanding any other provision of this Lease to the contrary,
it is  agreed  that  Tenant  shall  not  construct  or use  any  aboveground  or
underground  fuel storage  tanks on the Premises nor engage in any  refueling of
automobiles  on the  Premises.  Tenant  shall not keep,  store,  or use with the
Premises any Hazardous substances except for those types, and in quantities that
are reasonably  necessary for Tenant's business and customarily  associated with
such  usage  which  shall  be  kept  in  compliance  with  all  laws  rules  and
regulations.

The  indemnifications and hold harmless provisions contained in this Subsections
3.7 (a) and (b) above shall  specifically  survive the termination or expiration
of this Lease whether  according to its terms or due to a default by the parties
hereunder.

ARTICLE 4 RENT

4.1 BASE RENT.  Tenant  shall pay to Landlord,  in advance,  on the first day of
each calendar month, beginning on the Commencement Date, Base Rent in the amount
set forth in Section 1.7.

4.2 LATE CHARGES AND INTEREST.  Tenant shall pay to Landlord a late charge equal
to $100 for each day that Base Rent or any other amount payable under this Lease
is due and unpaid as  liquidated  damages to  compensate  Landlord for costs and
inconveniences  of special  handling and disruption of cash flow. The assessment
or collection of a late charge shall not  constitute the waiver of a default and
shall not bar the exercise of other remedies for nonpayment.  In addition to the
late charge,  all amounts not paid within ten days after the date due shall bear
interest from the date due at the rate of 18% per annum.

4.3 EXCISE  TAXES.  Tenant  shall pay to Landlord  all sales,  use,  transaction
privilege,  or other  excise tax levied or imposed  upon,  or  measured  by, any
amount payable by Tenant under this Lease.

4.4  OBLIGATIONS  ARE RENT.  All amounts  payable to  Landlord  under this Lease
constitute rent and shall be payable without notice, demand, deduction or offset
to such person and at such place as Landlord may from time to time  designate by
written notice to Tenant.

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ARTICLE 5 OPERATING COSTS

5.1 OPERATING  COSTS.  Tenant shall pay all operating  costs with respect to the
Premises.

5.2 INTENT.  This Lease constitutes a "Triple Net Lease" and it is the intent of
the parties that, except as expressly provided  elsewhere in this Lease,  Tenant
pay all operating  costs,  taxes,  insurance and the cost of all maintenance and
repairs to the Premises.

ARTICLE 6 TAXES

6.1 Tenant shall pay, at least 10 days before delinquent all general and special
real property taxes and assessments and all personal property assessed or levied
on the Premises.

6.2 Tenant  shall pay  before  delinquent  all taxes  levied or  assessed  upon,
measured by, or arising from (a) the conduct of Tenant's business;  (b) Tenant's
leasehold estate; or (c) Tenant's property.

ARTICLE 7 INSURANCE AND INDEMNITY

7.1 INSURANCE POLICIES.  Tenant shall, at its expense, take out and keep in full
force and effect and provide Landlord with copies of the following insurance:

      (a)  All-risk  property  insurance,   in  an  amount  equal  to  the  full
replacement  cost of the Premises and, all equipment,  fixtures and all property
owned by Tenant located on the Premises.

      (b) Plate glass insurance coverage.

      (c) Comprehensive liability insurance applying to the use and occupancy of
the  Premises  and the  business  operated  by Tenant,  including  coverage  for
"premises/operations",   "products  and  completed  operations",   and  "blanket
contractual"  liabilities,  written on an occurrence  basis with limits not less
than  $3,000,000 for bodily injury and property  damage,  naming  Landlord,  its
agents, affiliates and contract property manager as additional insureds.

      (d)  Workers'  compensation  insurance  as required by  applicable  law or
regulation.

      (e) 12 months rent loss  insurance  in favor of Landlord  (which  shall be
obtained by Landlord with all costs with respect thereto to be paid by Tenant).

7.2 POLICY REQUIREMENTS. Tenant's insurance policies shall:

      (a) where  applicable,  contain the mortgagee's  standard  mortgage clause
and, in any event, a waiver of any  subrogation  rights which Tenant's  insurers
may have  against  Landlord  and against  those for whom the  Landlord is in law
responsible;

      (b) be taken out with  insurers  licensed  to do  business in the State of
Arizona with a rating not less than B+ in Best's Insurance Reports.

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      (c) be  non-contributing  and apply as  primary  and not as excess to, any
other insurance available to the Landlord;

      (d) not be  invalidated  with respect to the interests of the Landlord and
the  holder of any  encumbrance  on the  Premises  by  reason  of any  breach or
violation  by  Tenant  of  any  warranties,  representations,   declarations  or
conditions contained in the policies;

      (e) name Landlord as an additional insured; and

      (f) contain an undertaking by the insurers to notify the Landlord, and the
holder of any encumbrance on the Premises designated by Landlord, in writing not
less than thirty days prior to any material change, cancellation or termination.

7.3  EVIDENCE OF  COVERAGE.  Tenant shall  deliver to Landlord  certificates  of
insurance or, if required by Landlord,  certified  copies of each such insurance
policy:  (a) as soon as practicable after the placing of the required  insurance
and (b) periodically thereafter before expiration, renewal or replacement of the
policies then in force. No review or approval of any such insurance  certificate
by  Landlord   shall  derogate  or  diminish   Landlord's   rights  or  Tenant's
obligations.  Tenant shall not take  possession of the Premises  without  having
complied with the requirements of this Section.

7.4 INDEMNITY AND EXCULPATION.  Tenant shall defend, indemnify and hold Landlord
harmless,  regardless of any negligence imputed to Landlord as owner of the real
property  involved  in an injury,  from and  against  any and all loss,  claims,
actions,  damages,  liability  and  expense  in  connection  with  loss of life,
personal  injury,  damage to  property  or any other  loss or injury  whatsoever
arising  directly or indirectly from or out of this Lease, or any occurrence in,
upon or at the Premises,  or the occupancy or use by the Tenant of the Premises,
or any act or omission of Tenant, its agents,  servants,  employees or invitees.
Tenant shall not be required,  however,  to indemnify  Landlord  against a claim
arising from Landlord's gross negligence or willful  misconduct.  Landlord shall
not be liable and Tenant hereby waives all claims for any damage to any property
in or about the Premises or the Premises or injury or  inconvenience to Tenant's
business,  by or from any  cause  whatsoever  (including  without  limiting  the
foregoing, rain or water leakage of any character from the roof, windows, walls,
basement,  pipes, plumbing works or appliances).  Tenant acknowledges that it is
protecting itself against loss by maintaining appropriate insurance coverage.

7.5 LANDLORD'S  POLICIES.  No insurable  interest is conferred upon Tenant under
any policies of insurance carried by Landlord,  and Tenant shall not be entitled
to share or receive proceeds of any insurance policy carried by Landlord.

ARTICLE 8 DAMAGE OR DESTRUCTION

         (a) If the  Premises or any part  thereof are damaged or  destroyed  to
such an extent that the same cannot be restored  within twelve (12) months using
standard  working  measures  and  procedures,  Tenant  shall  have the option to
terminate  this Lease upon written  notice to Landlord  within  thirty (30) days
from the date of such damage or destruction and all rental and other obligations
due and owing by Tenant to Landlord  hereunder shall be prorated and adjusted to

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the date of such damage or  destruction.  If Tenant does not elect to  terminate
this Lease,  then  Tenant  shall,  within  sixty (60) days from the date of such
damage or destruction,  proceed in good faith and with  reasonable  diligence to
repair and/or rebuild any and all such  improvements to  substantially  the same
condition existing prior to such damage. During the restoration of the Premises,
if Tenant is unable to reasonably  conduct its business in its customary manner,
then the rents  provided  herein shall abate and the term hereof shall be tolled
during he period of such restoration.

         (b) In the event Tenant is obligated or elects to repair or restore the
Premises as provided herein, all insurance proceeds from policies  maintained by
Tenant  shall be paid to Tenant for the sole  purpose  and as the sole source of
funds for rebuilding and repairing such Premises upon satisfaction of the terms,
conditions  and  provisions  of  Article  14  below  and  upon  such  reasonable
conditions as to disbursement as may be imposed by Landlord or any mortgagee. In
the event Tenant elects to terminate  this Lease as provided  above,  then,  all
proceeds  (other than  proceeds of insurance on the property of Tenant) shall be
payable to Landlord.

Except as specifically provided in this Article,  there shall be no reduction of
rent and  Landlord  shall have no liability to Tenant by reason of any injury to
or interference  with Tenant's  business or property  arising from fire or other
casualty,  howsoever  caused,  or  from  the  making  of any  repairs  resulting
therefrom in or to any portion of the  Premises.  Tenant waives any statutory or
other rights of  termination by reason of fire or other  casualty,  it being the
intention of the parties to provide specifically and exclusively in this Article
for the rights of the parties  with  respect to  termination  of this Lease as a
result of a casualty.

ARTICLE 9 CONDEMNATION

9.1 AUTOMATIC TERMINATION. If during the Term all of the Premises is permanently
taken for any  public or  quasi-public  use  under  any  statute  or by right of
eminent  domain,  or purchased  under  threat of such  taking,  this Lease shall
automatically  terminate  on the date on which the  condemning  authority  takes
possession of the Premises.

9.2  OPTIONAL  TERMINATION.  If  during  the term any  material  portion  of the
Premises is purchased by right of eminent domain or in lieu of condemnation, and
if  substantial  alteration  or  reconstruction  of the  Premises is  reasonably
required as a result thereof which could not be completed  within 12 months,  or
if the business of Tenant  could not be  reasonably  continued on the  remaining
portion of the Premises after any such  restoration,  then Tenant shall have the
right to  terminate  this Lease by giving  Landlord at least thirty days written
notice of such termination. If the Lease is not terminated by Tenant pursuant to
the  foregoing,  Landlord  shall  expend  (out  of  the  condemnation  award  or
otherwise)  such funds as are required to alter or reconstruct  the Premises for
Tenant's  use;  provided  that if the  amount of the  condemnation  award is not
sufficient to do so, Landlord, at its option, may terminate the Lease.

9.3 AWARD.  Landlord shall be entitled to receive and retain the entire award or
consideration for the affected lands and improvements (except as provided below)
and Tenant shall not have or advance any claims  against  Landlord for the value
of its property or its leasehold  estate or the unexpired  term of this Lease or

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for costs of removal or relocation or business interruption expense or any other
damages  arising  out of the  taking or  purchase.  Nothing  herein  shall  give
Landlord any interest in or preclude  Tenant from seeking and  recovering on its
own account from the condemning authority any award of compensation attributable
to the taking or purchase of Tenant's chattels or trade fixtures or attributable
to Tenant's relocation expenses.  If any such award made or compensation paid to
Tenant  specifically  includes  an award or amount for  Landlord,  Tenant  shall
promptly account therefor to Landlord.

ARTICLE 10 MAINTENANCE.

10.1 BY TENANT.  Except as provided to the contrary in Sections  2.2, 2.3 or 3.7
above and in the last  sentence of this Section,  Tenant shall,  at its own cost
and expense,  maintain the Premises and the improvements thereon,  including all
doors,  exterior walls,  roofs,  interior walls,  structural and  non-structural
elements of exterior walls, floors and roofs, ceiling tiles, sprinkler heads and
pipes,   electrical  wiring  and  fire  control,   lighting,  and  heating,  air
conditioning, ventilation, electrical and plumbing systems serving the Premises,
in good  condition  and repair.  Without  limiting the  foregoing,  Tenant shall
perform all cleaning and janitorial  services and all window cleaning,  exterior
and interior  painting,  pest control,  plate glass repair and replacement,  and
bulb and ballast replacement. Tenant shall repair and maintain in good condition
any  exterior  signs  of  Tenant  permitted  by  this  Lease.  All  repairs  and
replacements  of  heating,  air  conditioning,  ventilation  and  water  heating
equipment shall be performed by a qualified contractor approved by Landlord.  If
Tenant does not comply with its  obligations  under this Article,  Landlord may,
but need  not,  make such  repairs  and  replacements  or  obtain  such  service
contracts, and Tenant shall pay Landlord the cost thereof upon demand. Except as
provided to the  contrary in Section  2.2,  2.3 or 3.7 above,  Tenant also shall
make  such  repairs  to the  Premises  as  are  necessary  to  comply  with  the
requirements  of  any  governmental  or   quasi-governmental   authority  having
jurisdiction.   As  of  the  Commencement   Date,  air  conditioning,   heating,
ventilating,  plumbing  and  electrical  equipment  in the  Premises  shall,  at
Landlord's cost, be in good working condition.

ARTICLE 11 UTILITIES

Tenant shall,  at its cost,  provide for its refuse removal  services and Tenant
shall cause all refuse to be removed from the Premises  and  deposited  into the
receptacles  with sufficient  frequency to prevent odors or undue  accumulation.
All other utilities provided to the Premises shall be separately metered,  shall
be arranged directly by Tenant with the utility supplier,  including the posting
of any required  deposits,  and shall be paid  directly to the utility  supplier
when due.

ARTICLE 12 LANDLORD RIGHT OF ENTRY

Upon  reasonable  prior written notice to Tenant,  Landlord shall have access to
the  Premises  for  purposes of showing the  Premises to current or  prospective
lenders, to prospective purchasers of the Premises, and, during the twelve-month
period  preceding  the  expiration  of the Base Term,  to  prospective  tenants.
Landlord  shall at all  times  have  access  to the  Premises  for  purposes  of
inspection and performing Landlord's obligations and exercising its rights under
this Lease.

                                       8
<PAGE>
ARTICLE 13 SIGNS

Tenant shall not place or permit to be placed any sign, picture,  advertisement,
notice,  lettering or  decoration  on any part of the outside of the Premises or
anywhere in the  interior of the  Premises  which is visible from the outside of
the Premises except those in compliance with all applicable laws.

ARTICLE 14 TENANT ALTERATIONS

14.1 TENANT  ALTERATIONS.  Tenant may from time to time at its own expense  make
changes,  additions and  improvements  in the  Premises,  provided that any such
change, addition or improvement shall:

         (a)   comply   with   the   requirements   of   any   governmental   or
quasi-governmental authority having jurisdiction (including, without limitation,
the Americans with Disabilities Act);

         (b) not be commenced until Landlord has received  satisfactory evidence
that all required permits have been obtained;

         (c) be made only with the prior written consent of Landlord if the cost
of the same exceeds $5,000, which consent shall not be unreasonably withheld;

         (d) be constructed in good  workmanlike  manner and conform to complete
working drawings prepared by a licensed  architect and submitted to and approved
by Landlord, which approval shall not be unreasonably withheld;

         (e) be of a quality  that equals or exceeds the then  current  standard
for the Premises and comply with all building, fire and safety codes;

         (f) be carried out only by licensed  contractors selected by Tenant and
approved  in writing  by  Landlord  (which  approval  shall not be  unreasonably
withheld),  who  shall  deliver  to  Landlord  before  commencement  of the work
performance  and  payment  bonds as well as proof of workers'  compensation  and
general  liability   insurance   coverage,   including  coverage  for  completed
operations and contractual liability, with Landlord and its agents and designees
named as additional insureds, in amounts, with companies, and in form reasonably
satisfactory to Landlord,  which shall remain in effect during the entire period
in which the work shall be carried out; and

         (g) upon  completion,  be shown on  accurate  "as  built"  reproducible
drawings in the form of reverse  sepia  transparencies  or mylars  delivered  to
Landlord.  Tenant also shall provide to Landlord upon completion any certificate
of completion, inspection or approval required by local law.

14.2 TENANT  INSTALLATIONS.  Tenant may install in the  Premises its usual trade
fixtures and personal property in a proper manner, provided that no installation
shall  interfere  with or damage the  mechanical  or  electrical  systems or the
structure  of the  Building.  Landlord may require that any work that may affect
structural  elements  or  mechanical,  electrical,  heating,  air  conditioning,
plumbing or other systems be approved by Landlord  (which  approval shall not be
unreasonably  withheld)  and Tenant shall comply with the  provisions of Section
14.1.

                                       9
<PAGE>
14.3 MECHANICS  LIENS.  Tenant shall pay before  delinquency  all costs for work
done or caused to be done by Tenant in the  Premises  which could  result in any
lien or encumbrance on Landlord's  interest in the Premises or any part thereof,
shall keep the title to the  Premises  and every part  thereof free and clear of
any lien or encumbrance  in respect of such work,  and shall  indemnify and hold
harmless Landlord and Landlord's  agents and employees against any claim,  loss,
cost,  demand  or legal or other  expense,  whether  in  respect  of any lien or
otherwise,  arising  out of the supply of  material,  services or labor for such
work. Tenant shall  immediately  notify Landlord of any such lien, claim of lien
or other action of which it has or  reasonably  should have  knowledge  and that
affects the title to the Premises or any part thereof,  and shall cause the same
to be removed by bonding or otherwise  within five days,  failing which Landlord
may take such action as Landlord  deems  necessary to remove same and the entire
cost thereof  shall be  immediately  due and payable by Tenant to  Landlord.  If
provided by  applicable  law,  Tenant  shall cause such  postings to be made and
notices given as shall prevent any mechanics' lien for work done for Tenant from
attaching to the Premises.

ARTICLE 15 ASSIGNMENT AND SUBLETTING

15.1 CONSENT REQUIRED.  Tenant shall not assign its interest under this Lease or
sublet all or any part of the Premises without Landlord's prior written consent,
which shall not be unreasonably  withheld.  Tenant shall not at any time pledge,
hypothecate,  mortgage or otherwise  encumber  its interest  under this Lease as
security  for the payment of a debt or the  performance  of a  contract.  Tenant
shall not permit its interest under this Lease to be transferred by operation of
law. Any purported  assignment or sublease made without Landlord's consent shall
be void.

15.2  REQUESTS FOR  APPROVAL.  Landlord  shall be under no  obligation to decide
whether  consent will be given or withheld  unless Tenant has first  provided to
Landlord:  (a) the  name and  legal  composition  of the  proposed  assignee  or
subtenant  and the  nature of its  business;  (b) the use to which the  proposed
assignee or subtenant intends to put the Premises;  (c) the terms and conditions
of the proposed  assignment or sublease and of any related  transaction  between
Tenant and the proposed  assignee or subtenant;  (d) information  related to the
experience,  integrity  and  financial  resources  of the  proposed  assignee or
subtenant;   (e)  such  information  as  Landlord  may  reasonably   request  to
supplement,  explain  or  provide  details of the  matters  submitted  by Tenant
pursuant  to  subparagraphs  (a)  through  (d);  and (f)  reimbursement  for all
reasonable costs incurred by Landlord,  including attorneys' fees, in connection
with evaluating the request and preparing any related documentation.

15.3 CONTINUED RESPONSIBILITY.  Tenant shall remain fully liable for performance
of this Lease,  notwithstanding  any  assignment  or  sublease,  notwithstanding
Landlord's consent to any assignment or subleasing, for the entire Lease Term.

15.4 EXCESS PROCEEDS.  If consent to an assignment or sublease is given,  Tenant
shall pay to Landlord, as additional rent, one half of all amounts received from
the assignee or subtenant in excess of the amounts  otherwise  payable by Tenant
to Landlord  with respect to the space  involved,  measured on a per square foot
basis.

15.5 NO WAIVER No consent shall constitute  consent to any further assignment or
subletting.

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<PAGE>
15.6 TRANSFER BY LANDLORD.  Upon a sale or other  transfer of the Premises (or a
portion  thereof  containing the Premises) by Landlord,  Landlord's  interest in
this Lease shall automatically be transferred to the transferee,  the transferee
shall  automatically  assume  all of  Landlord's  obligations  under  this Lease
accruing  from and  after  the date of  transfer,  and the  transferor  shall be
released of all obligations  under this Lease arising after the transfer,  other
than liabilities under the  indemnification  and hold harmless of Landlord under
Section  3.7 (a)  hereof.  Tenant  shall upon  request  attorn in writing to the
transferee.

ARTICLE 16 SUBORDINATION AND ATTORNMENT

16.1 SUBORDINATION. As a condition to the effectiveness of this Lease, Landlord,
Tenant and the holder of the mortgage  lien on the  Premises  shall enter into a
subordination,  nondisturbance  and  attornment  agreement in a form  reasonably
acceptable  to such  parties  providing  that this Lease  shall be  subject  and
subordinate  to such lien and that Tenant shall attorn to the  transferee in any
foreclosure,  sale, trustee sale or other similar  proceeding  provided that the
lienholder  shall agree to honor the terms of this Lease and the Tenant's  right
to possession hereunder so long as Tenant is not in default hereunder.  Upon any
refinancing,  or other lien or encumbrance  being in place on the Property,  the
Tenant, Landlord and the provider of such financing shall also enter into such a
subordination, nondisturbance and attornment agreement.

16.2  LENDER  PROTECTION.  Upon a transfer in  connection  with  foreclosure  or
trustee's sale proceedings or in connection with a default under an encumbrance,
whether  by deed to the  holder of the  encumbrance  in lieu of  foreclosure  or
otherwise,  Tenant, if requested, shall in writing attorn to the transferee, but
the transferee shall not be:

      (a) subject to any offsets or defenses  which  Tenant  might have  against
Landlord; or

      (b) bound by any prepayment by Tenant of more than one month's installment
of rent; or

      (c)  subject to any  liability  or  obligation  of Landlord  except  those
arising after the transfer.

ARTICLE 17 ESTOPPEL CERTIFICATES

Tenant shall at any time within ten days after  written  request  from  Landlord
execute,  acknowledge  and  deliver to  Landlord a  statement  in  writing:  (a)
certifying  that this Lease is  unmodified  and in full force and effect (or, if
modified,  stating  the nature of such  modification  and  certifying  that this
Lease,  as so  modified,  is in full force and effect) and the date to which the
rent  and  other  charges  are  paid in  advance,  if any;  (b)  confirming  the
commencement  and expiration dates of the term; (c) confirming the amount of the
security  deposit held by  Landlord;  (d)  acknowledging  that there are not, to
Tenant's knowledge,  any uncured defaults on the part of Landlord hereunder,  or
specifying  such  defaults if any are  claimed;  and (e)  confirming  such other
matters as to which  Landlord  may  reasonably  request  confirmation.  Any such
statement  may  be  conclusively  relied  upon  by a  prospective  purchaser  or
encumbrancer of the Premises.

                                       11
<PAGE>
ARTICLE 18 QUIET ENJOYMENT

If Tenant pays the rent and  observes  and  performs  the terms,  covenants  and
conditions  contained in this Lease, Tenant shall peaceably and quietly hold and
enjoy the Premises for the Term without  hinderance or interruption by Landlord,
or any other person  lawfully  claiming  by,  through or under  Landlord  unless
otherwise permitted by the terms of this Lease.

ARTICLE 19 SURRENDER AND HOLDOVER

19.1 SURRENDER.  Upon the expiration or termination of this Lease or of Tenant's
right to possession,  Tenant shall  surrender the Premises in a clean  undamaged
condition,  ordinary  wear and tear  (subject  to  Tenant's  repair  maintenance
obligations  hereunder)  excepted,  and  Tenant  shall  remove  all of  Tenant's
equipment,  fixtures and  property and repair all damage  caused by the removal.
Tenant shall not remove permanent improvements that were provided by Landlord at
the commencement of this Lease and shall not remove permanent improvements later
installed by Tenant unless directed to do so by Landlord.

19.2 HOLDOVER. If Tenant holds over without Landlord's consent, Tenant shall, at
Landlord's  election,  be a tenant at will or a tenant from  month-to-month.  In
either  case rent shall be  payable  monthly in advance at a rate equal to twice
the  rate  in  effect   immediately   before  the  holdover  began.  A  holdover
month-to-month  tenancy may be terminated by either party as of the first day of
a calendar  month upon at least ten days' prior  notice.  A holdover  tenancy at
will is  terminable at any time by either party  without  notice,  regardless of
whether rent has been paid in advance.  Upon a  termination  under this Section,
unearned rent shall be refunded  following the surrender of possession  provided
Tenant is not otherwise in breach of this Lease.

ARTICLE 20 BREACH, DEFAULT, AND REMEDIES

20.1 DEFAULT. The following shall constitute "Events of Default":

         (a)  Tenant's  failure  to pay rent or any other  amount due under this
Lease within five days after notice of nonpayment; or

         (b) Tenant's failure to execute, acknowledge and return a subordination
agreement under Article 16.1 or an estoppel  certificate under Article 17 within
ten days after written request; or

         (c) Tenant's  failure to perform any other  obligation under this Lease
within thirty days after notice of nonperformance;  provided,  however,  that if
the breach is of such a nature that it cannot be cured within  thirty  days,  no
Event of  Default  shall be deemed to have  occurred  by reason of the breach if
cure is commenced  promptly and diligently pursued to completion within a period
not longer than ninety days; and provided further, that in the event of a breach
involving an imminent threat to health or safety,  Landlord may in its notice of
breach  reduce the period for cure to such shorter  period as may be  reasonable
under the circumstances.

                                       12
<PAGE>
20.2 REMEDIES. Upon the occurrence of an Event of Default, Landlord, at any time
thereafter  without further notice or demand may exercise any one or more of the
following remedies concurrently or in succession:

         (a)  Terminate  Tenant's  right to  possession of the Premises by legal
process  or  otherwise,  with or  without  terminating  this  Lease,  and retake
exclusive possession of the Premises.

         (b) From time to time  relet all or  portions  of the  Premises,  using
reasonable  efforts to  mitigate  Landlord's  damages.  In  connection  with any
reletting,  Landlord  may relet for a period  extending  beyond the term of this
Lease and may make alterations or improvements to the Premises without releasing
Tenant of any  liability.  Upon a reletting of all or  substantially  all of the
Premises,  Landlord  shall be entitled  to recover  all of its then  prospective
damages for the balance of the Lease Term  measured  by the  difference  between
amounts payable under this Lease and the anticipated net proceeds of reletting.

         (c) From time to time  recover  accrued  and  unpaid  rent and  damages
arising from Tenant's  breach of the Lease,  regardless of whether the Lease has
been terminated,  together with applicable late charges and interest at the rate
of 18% per annum or the highest lawful rate, whichever is less.

         (d) Enforce the statutory Landlord's lien on Tenant's property.

         (e) Recover  all costs,  expenses  and  attorneys'  fees  incurred  by
Landlord  in  connection  with  enforcing  this  Lease,  recovering  possession,
reletting  the  Premises  or  collecting   amounts  owed,   including,   without
limitation,  costs  of  alterations,  brokerage  commissions,  and  other  costs
incurred in connection with any reletting.

         (f) Perform the obligation on Tenant's  behalf and recover from Tenant,
upon  demand,  the entire  amount  expended  by  Landlord  plus 20% for  special
handling, supervision, and overhead.

         (g) Pursue other remedies available at law or in equity.

20.3 SUBTENANCIES.  Upon a termination of Tenant's right to possession,  whether
or not this  Lease is  terminated,  subtenancies  and other  rights  of  persons
claiming  under or through  Tenant  shall (a) be  terminated  or, at  Landlord's
option (b) Tenant's  interest in such subleases or other  arrangements  shall be
assigned to Landlord.

ARTICLE 21 LANDLORD LIABILITY

Notwithstanding  anything  to the  contrary in this  Lease,  none of  Landlord's
directors,  officers,  shareholders,  employees, agents or constituent partners,
(collectively,  "Landlord's  Affiliates")  shall be  personally  responsible  or
liable for any  representation,  warranty,  covenant,  undertaking  or agreement
contained  in the  Lease,  and the sole  right and  remedy of the  Tenant or any
subsequent  sublessee or assignee shall be against the Landlord.  Neither Tenant
nor any  subsequent  sublessor  or  assignee  shall seek to obtain any  judgment
imposing personal liability against Landlord's Affiliates.

                                       13
<PAGE>
ARTICLE 22 NOTICES

Any notice  from one party to the other  shall be in writing and shall be deemed
duly served:  (a) if mailed by registered or certified  mail addressed to Tenant
at the Premises  and the address set forth in Section 1.9 or such other  address
as Tenant may designate in a written  notice given  pursuant to this Section (b)
if mailed by registered  or certified  mail to Landlord at the address set forth
in Section  1.10 or such other  address as  Landlord  may  designate  by written
notice given  pursuant to this  Section.  Any notice to Tenant prior to Tenant's
taking possession of the Premises, however, shall instead be sent to the address
set forth in Section  1.9.  Any  notice  shall be deemed to have been given when
mailed, if mailed, and when delivered, if personally delivered.

ARTICLE 23 BROKERAGE

Each of  Landlord  and  Tenant  warrants  and  represents  to the other that the
warranting  party has not retained a broker or other person is entitled to claim
a commission,  broker's fee or other compensation in connection with this Lease.
Each warranting  party shall defend,  indemnify and hold Landlord  harmless from
all  claims  or   liabilities   arising   from  any  breach  of  the   foregoing
representation and warranty.

ARTICLE 24 GENERAL

24.1  SEVERABILITY.  If any term,  covenant or condition  of this Lease,  or the
application  thereof, is to any extent held or rendered invalid, it shall be and
is  hereby  deemed to be  independent  of the  remainder  of the Lease and to be
severable and  divisible  therefrom,  and its  invalidity,  unenforceability  or
illegality shall not affect,  impair or invalidate the remainder of the Lease or
any part thereof.

24.2 FINANCIAL STATEMENTS.  Tenant hereby agrees to deliver annually to Landlord
and to any lender designated by Landlord financial statements of Tenant prepared
in accordance with generally accepted accounting principles, if the same are not
available through filings made with the Securities Exchange Commission.

24.3 NO WAIVER.  The waiver by Landlord  of any breach of any term,  covenant or
condition  contained  in this  Lease  shall not be deemed to be a waiver of such
term,  covenant or condition or of any  subsequent  breach of the same or of any
other term,  covenant or  condition  contained  in this  Lease.  The  subsequent
acceptance  of rent by  Landlord  shall  not be  deemed  to be a  waiver  of any
preceding  breach by Tenant of any term,  covenant or  condition  of this Lease,
regardless  of  Landlord's  knowledge  of such  preceding  breach at the time of
acceptance of rent. No term, covenant or condition of this Lease shall be deemed
to have been  waived by the parties  hereof  unless such waiver is in writing by
waiving party.

                                       14
<PAGE>
24.4  EFFECT OF  PAYMENT.  No payment by Tenant or receipt by the  Landlord of a
lesser amount than the monthly payment of rent herein stipulated is deemed to be
other than on account of the earliest stipulated rent, nor is any endorsement or
statement on any check or any letter  accompanying  any check or payment of rent
deemed an  acknowledgment  of full  payment  or  accord  and  satisfaction,  and
Landlord  may  accept  and  cash any  check  or  payment  without  prejudice  to
Landlord's  right to  recover  the  balance of the rent due and pursue any other
remedy provided in this Lease.

24.5 LANDLORD  DEFAULT,  LENDER  NOTICE.  In the event of a default by Landlord,
Tenant  shall  give  written  notice  of  the  default  to  Landlord  and  shall
simultaneously  send a copy of the notice to the holder of any encumbrance,  the
name and address of whom has previously been furnished in writing to Tenant.  If
Landlord fails to cure the default within a reasonable  time,  Tenant may pursue
its  remedies  against  Landlord,  but Tenant may not  exercise  the remedy of a
termination  of this Lease until Tenant shall have sent a second  notice to that
effect to the holder of the encumbrance, with a copy to Landlord, and the holder
of the encumbrance then shall have not less than sixty additional days, to cause
the default to be remedied.

24.6 NO OFFER.  The submission of this Lease for examination does not constitute
a  reservation  of an option  to lease  the  Premises,  and this  Lease  becomes
effective  as a lease only upon its  execution  and  delivery  by  Landlord  and
Tenant.

24.7 SUCCESSORS.  All rights and liabilities under this Lease extend to and bind
the successors  and assigns of Landlord and permitted  successors and assigns of
Tenant. No rights,  however, shall inure to the benefit of any transferee of the
Tenant  unless the transfer has been  consented to by the Landlord in writing as
provided in Section 15.1.  If there is more than one Tenant,  they are all bound
jointly and severally by the terms, covenants and conditions of this Lease.

24.8 INTEGRATION. This Lease and the Exhibits hereto attached, set forth all the
covenants, promises, agreements,  conditions and understandings between Landlord
and Tenant  concerning the Premises and there are no other covenants,  promises,
agreements, conditions or understandings,  either oral or written, between them.
No  alteration,  amendment  or  addition  to this Lease  shall be  binding  upon
Landlord or Tenant unless in writing and signed by Tenant and Landlord.

24.9 GOVERNING LAW. This Lease will be construed in accordance with and governed
by the laws of Arizona.

24.10 DEADLINES  ENFORCEABLE.  Time is of the essence of this Lease and of every
part hereof.

24.11 COUNTERPARTS.  This Lease may be executed in counterparts,  which together
shall constitute a single instrument.

24.12 ARBITRATION. The parties agree that all claims, disputes and disagreements
arising  under this Lease shall be resolved by the  arbitration  procedures  set
forth in this Section except that claims relating to Landlords'  exercise of any
unlawful  detainer  rights pursuant to Arizona law or rights or remedies used by
Landlord to gain  possession  of the  Premises or  terminate  Tenant's  right of
possession to the Premises shall be resolved by suit filed in the Superior Court
of Maricopa County, Arizona. Disputes subject to Arbitration shall be determined

                                       15
<PAGE>
by binding  commercial  arbitration  before an Arbitrator under the rules of the
American  Arbitration  Association.  Such arbitration  shall be initiated by the
parties,  or either of them,  within  ten (10) days  after  either  party send a
written  notice (the  "Arbitration  Notice") of the demand to  arbitrate  to the
other party. The parties may agree on an arbitrator. If they are unable to agree
within  twenty  (20) days of the  arbitration  notice the  American  Arbitration
Association  shall provide a list of three  available  judges and each party may
strike one.  The  remaining  judge (or if there are two, the one selected by the
American Arbitration Association) shall serve as the arbitrator. The arbitration
hearing  shall be set within sixty (60) days of the  arbitration  notice and the
arbitrator shall have a discretion to order pre-hearing  exchange of information
by the parties.

TENANT:                                     LANDLORD:

DOLLAR RENT A CAR SYSTEMS, INC.             STRATFORD AMERICAN CAR RENTAL
                                            SYSTEMS, INC.


By                                          By
  -----------------------------               ---------------------------------
Its                                         Its
   ---------------------------                 --------------------------------
   Dean W. Strickland, Vice President of
   Properties and Concessions

                                       16
<PAGE>
                                    EXHIBIT A

                                  THE PREMISES




                                       17