REVOLVING LINE OF CREDIT NOTE



$2,000,000.00                                                   Phoenix, Arizona
                                                               December 11, 1996


         FOR VALUE RECEIVED, the undersigned STRATFORD AMERICAN CORPORATION,  an
Arizona corporation, and STRATFORD AMERICAN CAR RENTAL SYSTEMS, INC., an Arizona
corporation   (collectively,    individually,   jointly   and   severally,   the
"Borrower"),promises to pay to the order of IMPERIAL BANK ("Bank") at its office
at Lending  Services,  No.  2560,  9920 South La Cienega  Boulevard,  Inglewood,
California 90301, or at such other place as the holder hereof may designate,  in
lawful money of the United States of America and in immediately available funds,
the principal sum of Two Million Dollars ($2,000,000.00),  or so much thereof as
may be advanced and be  outstanding,  with interest  thereon,  to be computed on
each  advance  from the date of its  disbursement  (computed  on the  basis of a
360-day  year,  actual  days  elapsed) at a  fluctuating  rate per annum one and
one-half percent (1.50%) above the Prime Rate in effect from time to time.


A.       DEFINITIONS:

         As used herein,  the following  terms shall have the meanings set forth
after each:

         1. "Business Day" means any day except a Saturday,  Sunday or any other
day designated as a holiday under Federal or Arizona statute or regulation.

         2. "Prime  Rate" means at any time the rate of interest  most  recently
announced  within  Bank at its  principal  office  as its Prime  Rate,  with the
understanding  that the Prime Rate is one of Bank's base rates and serves as the
basis upon which  effective  rates of interest  are  calculated  for those loans
making reference  thereto,  and is evidenced by the recording  thereof after its
announcement  in  such  internal  publication  or .  publications  as  Bank  may
designate.

B.       INTEREST; LATE CHARGE:

         1. Payment of Interest.  Interest accrued on this Note shall be payable
on the first day of each month, commencing January, 1997.

         2. Default Interest.  From and after the maturity date of this Note, or
such earlier date as all principal  owing  hereunder  becomes due and payable by
acceleration or otherwise,  the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to five percent (5'-.) above
the interest rate in effect from time to time.

         3. Late  Charge.  If any payment of interest  and/or  principal  is not
received by the holder  hereof when such payment is due, then in addition to the
remedies  conferred upon the holder hereof and the other loan documents,  a late
charge of five percent (5%) of the
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amount of the installment due and unpaid will be added to the delinquent  amount
to compensate the holder hereof for the expense of handling the  delinquency for
any payment  past due in excess of fifteen (15) days,  regardless  of any notice
and cure periods.

C.       BORROWING AND REPAYMENT:

         1. Borrowing and  Repayment.  Borrower may from time to time during the
term of this Note borrow,  partially or wholly repay its outstanding borrowings,
and reborrow,  subject to all of the  limitations,  terms and conditions of this
Note and of any document  executed in  connection  with or governing  this Note;
provided however ' that the total  outstanding  borrowings under this Note shall
not at any time exceed the principal  amount stated above.  The unpaid principal
balance  of this  obligation  at any time  shall be the total  amounts  advanced
hereunder by the holder hereof less the amount of principal payments made hereon
by or for any Borrower,  which balance may be endorsed  hereon from time to time
by the holder.  The outstanding  principal balance of this Note shall be due and
payable in full on December 11, 1998.

         2. Advances.  Advances hereunder,  to the total amount of the principal
sum stated  above,  may be made by the holder at the oral or written  request of
(a) Mel L. Shultz or David H. Eaton, any one acting alone, who are authorized to
request advances and direct the disposition of any advances until written notice
of the  revocation  of such  authority  is  received by the holder at the office
designated above, or (b) any person,  with respect to advances  deposited to the
credit of any account of any Borrower with the holder,  which advances,  when so
deposited,  shall  be  conclusively  presumed  to have  been  made to or for the
benefit of each  Borrower  regardless  of the fact that persons other than those
authorized to request  advances may have authority to draw against such account.
The holder shall have no obligation to determine  whether any person  requesting
an advance is or has been authorized by any Borrower.

         3.  Application  of  Payments.  Each payment made on this Note shall be
credited  first,  to any  interest  then  due  and  second,  to the  outstanding
principal balance hereof.

         4. Prepayment.

         (a)  Borrower  may  prepay  principal  at any time,  in any  amount and
without penalty.

D.       EVENTS OF DEFAULT:

         The  occurrence of any of the following  shall  constitute an "Event of
Default" under this Note:

         1. The failure to pay any  principal,  interest,  fees or other charges
when due  hereunder or under any contract,  instrument  or document  executed in
connection  with this Note and the  expiration  of five (5) days  after  written
notice from Bank to Borrower of such failure.
                                       2.
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         2. The filing of a petition by or against any  Borrower,  any guarantor
of this Note or any general partner or joint venturer in any Borrower which is a
partnership or a joint venture (with each such guarantor, general partner and/or
joint  venturer  referred  to  herein  as a "Third  Party  Obligor")  under  any
provisions of the Bankruptcy  Reform Act, Title 11 of the United States Code, as
amended  or  recodified  from time to time,  or under any  similar  or other law
relating to bankruptcy, insolvency,  reorganization or other relief for debtors;
the  appointment of a receiver,  trustee,  custodian or liquidator of or for any
part of the assets or property  of any  Borrower  or Third  Party  Obligor;  any
Borrower or Third Party obligor becomes  insolvent,  makes a general  assignment
for the benefit of creditors or is generally not paying its debts as they become
due; or any  attachment  or like levy on any  property of any  Borrower or Third
Party Obligor.

         3. The death or  incapacity of any  individual  Borrower or Third Party
Obligor,  or the  dissolution  or  liquidation  of any  Borrower  or Third Party
Obligor  which is a  corporation,  partnership,  joint  venture or other type of
entity.

         4. Any default in the payment or performance of any obligation,  or any
defined event of default,  under any  provisions of any contract,  instrument or
document  pursuant to which any Borrower or Third Party Obligor has incurred any
obligation for borrowed money, any purchase  obligation,  or any other liability
of any kind to any  person  or  entity,  including  the  holder,  including  the
expiration of all applicable notice and cure periods.

         5. Any  financial  statement  provided  by any  Borrower or Third Party
Obligor to Bank proves false.

         6. Any sale or transfer of all or a substantial or material part of the
assets of any Borrower or Third Party Obligor other than in the ordinary  course
of its business.

         7. Any violation or breach of any provision of, or any defined event of
default  under,  any  addendum  to this  Note or any loan  agreement,  guaranty,
security agreement,  deed of trust or other document executed in connection with
or securing this Note,  including the  expiration of all  applicable  notice and
cure periods.

E.       MISCELLANEOUS:

         1. Remedies. Upon the occurrence of any Event of Default, the holder of
this Note,  at the  holder's  option,  may  declare  all sums of  principal  and
interest  outstanding  hereunder  to be  immediately  due  and  payable  without
presentment,  demand,  protest or notice of dishonor, all of which are expressly
waived by each Borrower, and the obligation, if any, of the holder to extend any
further credit hereunder shall  immediately  cease and terminate.  Each Borrower
shall pay to the holder immediately upon demand the full amount of all payments,
advances, charges, costs and expenses,  including reasonable attorneys, fees (to
include outside  counsel fees and all allocated  costs of the holder's  in-house
counsel),  incurred  by the holder in  connection  with the  enforcement  of the
                                       3.
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holder's  rights  and/or the  collection  of any amounts which become due to the
holder under this Note, and the  prosecution or defense of any action in any way
related to this Note,  including without limitation,  any action for declaratory
relief,  and  including any of the  foregoing  incurred in  connection  with any
bankruptcy proceeding relating to any Borrower.

         2 .  Obligations  Joint and  Several.  Should  more than one  person or
entity sign this Note as a Borrower, the obligations of each such Borrower shall
be joint and several.

         3.  Governing  Law.  This Note shall be  governed by and  construed  in
accordance  with the laws of the State of California,  except to the extent Bank
has greater rights or remedies under Federal law,  whether as a national bank or
otherwise,  in which  case  such  choice of  Arizona  law shall not be deemed to
deprive Bank of any such rights and remedies as may be available  under  Federal
law.


STRATFORD AMERICAN CORPORATION,
an Arizona corporation



By: /s/ Signature Illegible
  -----------------------------------------
Title:    President
      -------------------------------------

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

By: /s/ Signature Illegible
   ----------------------------------------
Title:      President
       ------------------------------------
                                       4.