SUBORDINATION AGREEMENT


        WHEREAS,  Imperial Bank  (hereinafter  referred to as "Bank") and Dollar
Rent A Car Systems,  Inc.,  an Oklahoma  corporation,  formerly  known as Dollar
Systems, Inc.  (hereinafter  referred to as "Dollar"),  have or intend to file a
financing  statement  or  statements  under the Uniform  Commercial  Code giving
notice  of a  security  interest  in all or some of the  property  of  Stratford
American Car Rental Systems, Inc., an Arizona corporation  (hereinafter referred
to as "Stratford"), and the proceeds of thereof; and

        WHEREAS,  the parties  hereto  desire to avoid any possible  conflicting
security interests arising from the filing of said financing statements;

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Dollar hereby  subordinates all its right, title and interest to the
security  interests of Bank with respect to all property of Stratford except for
the  property  described  on  Exhibit  A  hereto   (collectively,   the  "Dollar
Collateral").

         2. Bank hereby  subordinates  all its right,  title and interest to the
security  interests  of  Dollar  with  respect  to  all  property  of  Stratford
comprising the Dollar Collateral. However, Bank releases any claim of a security
interest  in the License  Agreement  and Master  Lease  Agreement  described  on
Exhibit A.

         3. Except as herein otherwise provided, priority shall be in accordance
with the Arizona Uniform Commercial Code.

         4. This agreement  shall remain in effect until written notice is given
by either party of termination. No notice of termination shall impair the rights
or  priorities  created or acquired  hereunder  by any of the  parties  prior to
receipt of said notice of termination.
<PAGE>
         IN WITNESS  WHEREOF the parties have hereto set their hands this 11 day
of December, 1996.

                                   IMPERIAL BANK


                                   By: /s/ R. Mark Chambers
                                       ----------------------------------------
                                         Name:     R. Mark Chambers
                                              ---------------------------------
                                         Title:       Vice President
                                              ---------------------------------




                                   DOLLAR RENT A CAR SYSTEMS, INC.
                                   an Oklahoma corporation


                                   By: /s/ Vicki J. Vaniman
                                       ----------------------------------------
                                         Vicki J. Vaniman, Vice President



                                   STRATFORD AMERICAN CAR RENTAL
                                   SYSTEMS, INC. an Arizona corporation


                                   By: /s/ Mel L. Shultz
                                       ----------------------------------------
                                         Mel L. Shultz, President
                                       2
<PAGE>
                                  EXHIBIT A TO
                             UNIFORM COMMERCIAL CODE
                             SUBORDINATION AGREEMENT


         The Dollar  Collateral  shall  include all the  following,  whether now
owned and existing or hereafter acquired or arising:

         (a) All right,  title and interest of Stratford in that certain  Dollar
Systems, Inc. License Agreement dated June 1, 1994;

         (b) To the extent not otherwise included, all cash and noncash proceeds
of the foregoing derived from the disposition of such collateral; and

         (c) All vehicles now or hereafter  leased by Dollar to Stratford  under
the Master Lease  Agreement  dated June 1, 1994,  together with all  accessories
attached  thereto,  all chattel paper,  all documents of title, and all proceeds
thereof,  including insurance proceeds, whether arising out of the sale or other
disposition  of said vehicles or otherwise  and  including  all cash,  accounts,
contract rights, general intangibles,  chattel paper, notes and other obligation
or evidence of obligation to Stratford constituting such proceeds.