EXECUTION COPY

                                 AMENDMENT No. 1

                            dated as of July 31, 1998

                                       to

                  MASTER MOTOR VEHICLE FINANCE LEASE AGREEMENT

                            dated as of July 30, 1997

                                      among

                               AESOP LEASING L.P.,

                                   as Lessor,

                          AVIS RENT A CAR SYSTEM, INC.,

                         as Lessee and as Administrator,

                                       and

                             AVIS RENT A CAR, INC.,

                                  as Guarantor
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                     AMENDMENT No. 1 TO MASTER MOTOR VEHICLE
                             FINANCE LEASE AGREEMENT

            This Amendment No. 1 to Master Motor Vehicle Finance Lease Agreement
(this "Amendment"), dated as of July 31, 1998, is made by and among AESOP
LEASING L.P., a Delaware limited partnership (the "Lessor"), AVIS RENT A CAR
SYSTEM, INC., a Delaware corporation ("ARAC" or the "Lessee"), individually and
as the Administrator, and AVIS RENT A CAR, INC., a Delaware corporation, as
guarantor (the "Guarantor").

                           W I T N E S S E T H:

            WHEREAS, the Lessor (such capitalized term, together with all other
capitalized terms used and not otherwise defined herein, shall have the meaning
assigned thereto in Section 1), ARAC and the Guarantor are parties to a Master
Motor Vehicle Finance Lease Agreement, dated as of July 30, 1997 (the "AESOP I
Finance Lease"), pursuant to which the Lessor has financed the purchase of
Program Vehicles and Non-Program Vehicles of one or more Manufacturers with
proceeds provided to the Lessor by the Lender pursuant to the AESOP I Finance
Lease Loan Agreement and other available funds; and

            WHEREAS, the Guarantor has guaranteed the obligations of the Lessee
under the AESOP I Finance Lease, pursuant to Section 26 of the AESOP I Finance
Lease; and

            WHEREAS, the Lessor now wishes to amend certain provisions of the
AESOP I Finance Lease;

            NOW, THEREFORE, in consideration of the foregoing premises, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree that the AESOP I Finance Lease is
hereby amended as follows:

            SECTION 1. DEFINITIONS.

            Unless otherwise specified herein, capitalized terms used herein
(including the preamble and recitals hereto) shall have the meanings ascribed to
such terms in the Definitions List attached as Schedule I to the Base Indenture,
dated as of July 30, 1997 (the "Base Indenture"), between AFC-II, as Issuer, and
Harris Trust and Savings Bank, as Trustee, as such Definitions List has been
amended by the Supplemental Indenture and as such Schedule I may from time to
time be further amended in accordance with the Base Indenture.
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            SECTION 2. AMENDED PROVISION.

            General Agreement. Section 2(b)(ii) of the AESOP I Finance Lease is
hereby amended to add, prior to the semicolon as the end thereof, the following
clause:

            , including, without limitation, any and all Franchisee Vehicles
            identified in an Officer's Certificate delivered pursuant to Section
            2.1(iii) hereof, and all Certificates of Title with respect thereto,
            irrespective of whether the Franchisee Vehicle Leasing Condition
            shall have been satisfied with respect to such Franchisee Vehicles
            (provided, that this clause is intended to confirm the pledge and
            grant made hereby with respect to any Franchisee Vehicles and shall
            not be construed as a waiver or limitation of the Franchisee Vehicle
            Leasing Condition)

            SECTION 3. THE GUARANTY.

            Affirmation of Guaranty. The Guarantor hereby affirms and ratifies
its guaranty as set forth in the AESOP I Finance Lease and confirms that the
liabilities and obligations of the Guarantor thereunder will be absolute and
unconditional under all circumstances and that the execution of this Amendment
shall not in any way affect such liabilities and obligations.

            SECTION 4. CERTAIN REPRESENTATIONS AND WARRANTIES.

            The Lessee represents and warrants to the Lessor and the Trustee as
to itself, and the Guarantor represents and warrants to the Lessor and the
Trustee as to itself and as to the Lessee, that as of the date hereof:

            4.1 Restatement of Representations. Each of the Guarantor and the
Lessee hereby restates each representation made by it in the AESOP I Finance
Lease and confirms that each such representation is true and correct as if made
on the date hereof.

            4.2 Authorization; Enforceability. Each of the Guarantor and the
Lessee has the corporate power and has taken all necessary corporate action to
authorize it to execute, deliver and perform this Amendment. This Amendment has
been duly executed and delivered by the Guarantor and the Lessee and is a legal,
valid and binding obligation of the Guarantor and the Lessee, enforceable in
accordance with its terms.

            4.3 Compliance. The execution, delivery and performance by the
Guarantor and the Lessee of this Amendment do not and will not (i) require any
consent, approval, authorization or registration not already obtained or
effected, (ii) violate any applicable law with respect to the Guarantor or the
Lessee which violation could result in a Material Adverse Effect, (iii) conflict
with, result in a breach of, or constitute a default under the certificate or
articles of incorporation or by-laws, as amended, of the Guarantor or the
Lessee, (iv) conflict with, result in a breach of, or constitute a default under
any indenture, agreement, or other instrument to which the 
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Guarantor or the Lessee is a party or by which its properties may be bound which
conflict, breach or default could result in a Material Adverse Effect, or (v)
result in or require the creation or imposition of any Lien upon or with respect
to any property now owned or hereafter acquired by such Lessee except Permitted
Encumbrances.

            SECTION 5. MISCELLANEOUS.

            5.1 Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).

            5.2 Headings. Section headings used in this Amendment are for
convenience of reference only and shall not affect the construction of this
Amendment.

            5.3 Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
one and the same Amendment.

            5.4 Effective Date. This Amendment shall become effective on the
date hereof. Except as expressly amended hereby, the AESOP I Finance Lease is in
all respects ratified and confirmed and in full force and effect. From and after
the date hereof, all references in the Related Documents to the AESOP I Finance
Lease shall mean such agreement as amended and restated hereby, unless the
context otherwise requires.
<PAGE>

            IN WITNESS WHEREOF, the parties have executed this Agreement or
caused it to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.

                              LESSOR:

                              AESOP LEASING L.P.

                              By:  AESOP LEASING CORP.,
                                   its general partner

                              By:


                              LESSEE AND ADMINISTRATOR:

                              AVIS RENT A CAR SYSTEM, INC.

                              By:


                              GUARANTOR:

                              AVIS RENT A CAR, INC.

                              By: