LIMITED LIABILITY COMPANY AGREEMENT
OF
NATIONSRENT DEALER GROUP, LLC
a Delaware Limited Liability Company
Dated as of January 6, 2005

THE MEMBERSHIP INTERESTS OF NATIONSRENT DEALER GROUP, LLC SHALL
BE "SECURITIES" GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN
EFFECT IN ANY JURISDICTION IN WHICH IT HAS BEEN ADOPTED, INCLUDING, WITHOUT
LIMITATION, ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE, AS CURRENTLY IN
EFFECT. THE MEMBERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS. THE MEMBERSHIP INTERESTS
MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF (WITHIN
THE MEANING OF ANY SECURITIES LAW) WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH
OTHER SECURITIES LAWS IF REQUIRED.

LIMITED LIABILITY COMPANY AGREEMENT
OF
NATIONSRENT DEALER GROUP, LLC

This
LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of
NationsRent Dealer Group, LLC (the "Company") is made, adopted and entered
into effective as of the 6 day of January, 2005, by NationsRent USA, Inc., a
Delaware corporation, as the sole member of the Company (the "Sole Member").

SECTION 1
THE COMPANY; DEFINED TERMS

1.1
Formation. The Company is a limited liability company formed pursuant to the
provisions of Chapter 18 of the Delaware Corporation Laws Annotated, as amended
from time to time (the "LLC Law"), and is intended to operate as an
entity separate from the Sole Member. The Certificate of Formation of the
Company (the "Certificate of Formation") was filed with the Secretary of
State of Delaware on January 6, 2005. The rights and liabilities of the Sole
Member shall be determined in accordance with the terms and conditions of this
Agreement and, except where the LLC Law provides that such rights and
obligations specified in the LLC Law shall apply "unless otherwise provided in a
limited liability company agreement" or words of similar effect and such rights
and obligations are set forth in this Agreement, the LLC Law.

1.2
Company Name. The name of the Company is NationsRent Dealer Group, LLC. The
Company's business may be conducted under its name and/or any other name or
names deemed advisable by the Manager.

1.3
Purpose. The purpose of the Company shall be to engage in any lawful act or
activity for which a limited liability company may be organized under the LLC
Law.

1.4
Principal Office. The initial principal office of the Company is located at 450
East Las Olas Boulevard, 14th Floor, Ft. Lauderdale, Florida 33301.
The principal office of the Company may be relocated from time to time by
determination of the Manager. The Company may maintain offices at such other
place or places as the Manager deems advisable.

1.5
Term. The term of the Company commenced upon the filing of the Certificate of
Formation in accordance with the LLC Law and shall continue in existence for
perpetuity, unless dissolved or terminated pursuant to the LLC Law or the
provisions of this Agreement.

1.6
Filings; Registered Agent for Service of Process; Registered Office.

| | (a)
The Certificate of Formation has been filed in the office of the Secretary of
State of Delaware in accordance with the provisions of the LLC Law. The Manager
shall take any and all other actions reasonably necessary to perfect and
maintain the status of the Company as a limited liability company under the laws
of the State of Delaware.
          (b) The Manager
shall take any and all other actions as maybe reasonably necessary to perfect
and maintain the status of the Company as a limited liability company or similar
type of entity under the laws of any states or jurisdictions other than Delaware
in which the Company engages in business.
          (c) The Company's
registered agent for service of process on the Company in Delaware shall be The
Corporation Trust Company. The Manager may change, at any time and from time to
time, such registered agent.
          (d) The Company's
registered office in Delaware shall be c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New
Castle County. The Manager may change, at any time and from time to time, such
registered office.
          (e) Upon the
dissolution of the Company, the Manager shall promptly execute and cause to be
filed a certificate of cancellation in accordance with the LLC Law and the law
of any other states or jurisdictions in which the Company has qualified to
conduct business.
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1.7
Defined Terms. Unless the context otherwise requires or unless otherwise provided in this
Agreement, capitalized terms used in this Agreement shall have the following
meanings:

"Agreement"
means this Limited Liability Company Agreement, as originally executed and as
amended from time to time. Terms such as "hereof," "hereto," hereby,"
"hereunder" and "herein" refer to this Agreement as a whole, unless the context
otherwise requires.

"Certificate of
Formation" has the meaning set forth in Section 1.1.

"Company" has the
meaning set forth in the preamble to this Agreement.

"GAAP" means
United States generally accepted accounting principles as in effect from time to
time.

"Indemnified
Parties" has the meaning set forth in Section 5.4(a).

"LLC Law" has the
meaning set forth in Section 1.1.

"Manager" means
the individual appointed by the Sole Member as the manager of the Company in
accordance with Section 4.1.

"Membership
Interest" has the meaning set forth in Section 2.1.

"Membership Interest
Certificate" has the meaning set forth in Section 2.2.

"Officers" means
those individuals appointed by the Manager as officers of the Company in
accordance with Section 4.3.

"Person" means
any individual, partnership, corporation, trust, limited liability company or
other entity.

"Sole Member"
means NationsRent USA, Inc., a Delaware corporation, or any Person that acquires
all of the equity interests of the Company from NationsRent USA, Inc.

SECTION 2
CAPITAL CONTRIBUTION; MEMBERSHIP INTEREST CERTIFICATE

2.1 Capital
Contribution; Membership Interest. The Sole Member has made a capital
contribution to the Company and shall have a 100% membership equity interest in
the Company, including any and all benefits to which the Sole Member is entitled
under this Agreement and the obligations of the Sole Member under this
Agreement, as evidenced by a Membership Interest Certificate (the "Membership
Interest"). Additional capital contributions to the Company may be made from
time to time in such amounts as determined by the Sole Member in its discretion;
provided, however, that the Sole Member is not and shall not be
obligated to make any additional contributions to the Company. The Sole Member
shall not receive any interest payment, salary or draw with respect to its
capital contribution or capital account or otherwise solely in its capacity as
the Sole Member.

2.2
Membership Interest Certificate. The Membership Interest of the Sole Member will
be evidenced by a certificate of limited liability company interest issued by
the Company in substantially the form set forth as Exhibit A to this
Agreement (the "Membership Interest Certificate"). The Membership
Interest shall be a "security" governed by Article 8 of the Uniform Commercial
Code as in effect in any jurisdiction in which it has been adopted, including,
without limitation, Article 8 of the Delaware Uniform Commercial Code, as
currently in effect. Each Membership Interest Certificate shall bear the
following legend:

| | "This certificate evidences an interest in
NationsRent Dealer Group, LLC and shall be a 'security' governed by Article
8 of the Uniform Commercial Code as in effect in any jurisdiction in which it
has been adopted, including, without limitation, Article 8 of the Delaware
Uniform Commercial Code, as currently in effect."
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This
Section 2.2 shall not be amended and no such purported amendment to this
Section 2.2 shall be effective until, to the extent necessary, all outstanding
Membership Interest Certificates have been surrendered for re-issuance with any
conforming changes required as a result of such amendment.

SECTION 3
DISTRIBUTIONS; TAX MATTERS

3.1 Distributions. Subject to any conditions and restrictions contained
in any contract or agreement to which the Company is a party, distributions
shall be made to the Sole Member at the times and in the aggregate amounts
determined by the Manager.

3.2 Tax
Reporting. It is the intention of the Sole Member that the Company be
disregarded for federal tax purposes (so long as the Company has only one
member), and accordingly all items of income, gain, loss, expense, deduction and
credit shall, for federal tax purposes, be reported directly by the Sole Member.
If the Company is required to file any tax return, form, report, statement or
other document separate from the Sole Member, the Manager shall prepare and file
such return, form, report, statement or other document.

SECTION 4

MANAGEMENT AND CONTROL

4.1 Management by Manager.

| | (a)
Except as otherwise expressly provided in this Agreement or to the extent
delegated by the written consent of the Sole Member, (i) the business and
affairs of the Company shall be vested solely in and controlled by the Manager
who shall have the exclusive power and authority, on behalf of the Company, to
take any action and to do anything and everything he or she deems necessary or
appropriate to carry on the business of the Company, (ii) the Manager shall have
full, exclusive and complete discretion in the management and control of the
Company, (iii) all decisions relating to the business and affairs of the Company
shall be made by, and all action proposed to be taken by or on behalf of the
Company, shall be taken by, the Manager and (iv) the Manager shall have full
power and authority to execute all documents and take all other actions on
behalf of the Company and thereby bind the Company and the Sole Member with
respect thereto.
          (b) The
implementation of any decisions properly made by the Manager, including the
execution and delivery of all documents, may be through any Person selected by
the Manager (including any Officer). All approvals and consents required or
permitted herein may be prospective or retroactive.
          (c) The Manager is,
to the extent of its rights and powers set forth in this Agreement, an agent of
the Company for the purpose of the Company's business, and all actions of the
Manager taken in accordance with such rights and powers shall bind the Company.
          (d) Any action
required or permitted to be taken by the Manager under this Agreement or the LLC
Law may be taken without a meeting if the Manager consents thereto in writing
and such written consent is filed in the minute books of the Company.
          (e) The Manager
shall hold office at the pleasure of the Sole Member. The Manager shall serve
until the earlier of his or her death, resignation or removal. The Manager may
be removed at any time, with or without cause, by the Sole Member. The Manager
may resign at any time by delivering his or her written resignation to the Sole
Member.
          (f) The Manager as
of the date of this Agreement is Douglas M. Suliman, Jr.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.2 Agents. The Manager may engage on behalf of, and at the expense of,
the Company, such Persons as the Manager shall deem advisable for the conduct
and operation of the business and affairs of the Company, including, without
limitation, leasing, rental and sales agents and brokers, mortgage bankers,
securities brokers and dealers, credit enhancers, lawyers, accountants,
architects, engineers, consultants, contractors and purveyors of other services
or materials for the Company on such terms and for such compensation or costs as
the Manager shall determine.

4.3 Officers and Employees.

| | (a)
The day-to-day operational management of the Company shall be exercised by such
officers as shall be appointed from time to time in accordance with this Section
4.3 (the "Officers"). The Manager may appoint such Officers as it may determine
from time to time. The Officers, subject to the direction and control of the
Manager, shall do all things and take all actions necessary to run the business
of the Company. Each Officer shall have the powers and duties with respect to
the management of the Company as may be prescribed to him or her by the Manager
and, to the extent not so prescribed, as generally pertain to their respective
offices. Each Officer of the Company shall hold office at the pleasure of the
Manager. Each Officer shall serve until the earlier of his or her death,
resignation or removal. Any Officer may be removed at any time, with or without
cause, by the Manager. Any vacancy in any office may also be filled by the
Manager. Any Officer may resign at any time by delivering his or her written
resignation to the Manager.
          (b) The Company may
employ such employees as the Officers of the Company deem reasonably necessary
to effectuate the purpose of the Company as set forth in Section 1.3 of this
Agreement.
          (c) The Officers as
of the date of this Agreement are as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Bryan T. Rich
Douglas M. Suliman, Jr.
Thomas J. Putman
Thomas J. Hoyer
Joseph H. Izhakoff
John D. Malone
Charles H. Snyder
John C. Scherer
Gregg Straus
Jorge L. Martin
William Stewart
Gary Golden
David Hill
Doris M. Galczak | Executive Director
Executive Director
President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
Executive Vice President, General Counsel and Secretary
Executive Vice President, Administration
Executive Vice President, Fleet and Asset Management
Vice President and Treasurer
Vice President, Tax
Vice President, Real Estate and Construction
Regional Vice President, Northeast Region
Controller
Assistant Controller
Assistant Secretary
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 5
LIMITATION OF LIABILITY; INDEMNIFICATION

5.1
Proof of Failure to Satisfy Standard of Conduct. The Sole Member, Manager and
any Officer shall not be deemed to have violated any standard of conduct under
this Section 5 unless such violation is proved by clear and convincing evidence in an
action brought against the Sole Member, Manager or any Officer in a court of
competent jurisdiction. The termination of any action, suit or proceeding by
judgment, order, settlement or upon a plea of noto contendereor its
equivalent shall not of itself constitute proof or create a presumption that the
appropriate standard of conduct has been violated.

5.2 Liability to
the Company. The Sole Member, Manager and any Officer shall not be liable to
the Company in damages for any action that the Sole Member, Manager or any
Officer takes or fails to take in such capacity, unless it is proved by clear
and convincing evidence in a court of competent jurisdiction that such action or
failure to act was undertaken with deliberate intent to cause injury to the
Company or with reckless disregard for the best interests of the Company.

5.3 Liability to
Others. The Sole Member intends that the Company not be a partnership
(including, without limitation, a limited partnership) or joint venture. It is
the intention of the Sole Member that it shall have the benefit of Section
18-303(a) of the LLC Law. The debts, obligations and liabilities of the Company
(whether arising in contract, tort or otherwise) are solely the debts,
obligations and liabilities of the Company, and neither the Sole Member, nor the
Manager, nor Officer shall be liable therefor solely by reason of being a member
of the Company or acting as a manager or an officer of the Company. No failure
of the Company to observe any corporate or other formality or requirement
relating to the exercise of its powers or the management of its business or
affairs under this Agreement or the LLC Law shall be grounds for imposing
liability on the Sole Member, Manager, or any Officer (or any member or other
holder of an equity interest in the Sole Member or any director, board observer,
officer or employee of any of the foregoing or any of their affiliates) for any
debt, obligation or liability of the Company.

5.4 Indemnification.

| | (a)
The Company shall indemnify, defend and hold harmless the Sole Member, Manager
and any officer (collectively, the "Indemnified Parties") to the fullest extent
provided by, or permissible under, Section 18-108 of the LLC Law, or any
successor statute. The Company is hereby authorized to take any and all further
action to effectuate any indemnification of the Indemnified Parties that any
Delaware limited liability company may have power to take with respect to the
indemnification of its members, managers and officers by any agreement or
otherwise. This Section 5.4(a) shall be interpreted in all respects to expand
such power to indemnify to the maximum extent permissible to any Delaware
limited liability company with regard to the particular facts of each case, and
not in any way to limit any statutory or other power to indemnify, or any right
of any individual to indemnification. Expenses, including, without limitation,
attorney's fees, incurred by the Indemnified Parties in defending any proceeding
shall be paid by the Company in advance of the final disposition of such
proceeding, upon receipt of any undertaking by or on behalf of the Indemnified
Parties to repay such amount if it shall be ultimately determined that it is not
entitled to be indemnified by the Company as authorized in this Section 5. No
repeal, amendment or modification of this Section 5.4(a) shall affect any rights
or obligations then existing hereunder with respect to any state of facts then
or theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts. This Section 5.4(a) is intended for the benefit of the Company and the
Indemnified Parties.
          (b) Authorized
agents and employees of the Company shall be indemnified by the Company only if
and to the extent, if any, approved by the Manager or specifically required by
applicable law.
          (c) The provisions
of this Section 5 shall survive any termination of this Agreement.
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SECTION 6

BOOKS AND RECORDS; FISCAL YEAR

6.1 Books and Records. The Company shall keep adequate books and records at its
principal office as described in Section 1.4, setting forth a true
and accurate account of all transactions and other matters arising out of and in
connection with the conduct of the Company's business, which books and records
shall be otherwise kept in accordance with the provisions of the LLC Law. The
Company's books and records shall be maintained according to the same methods of
accounting used by the Sole Member. All financials statements shall be prepared
in accordance with GAAP.

6.2 Fiscal Year. The fiscal year of the Company shall end each year on
the same day that the fiscal year of the Sole Member ends, unless a different
fiscal year is required by applicable law.

SECTION 7
TRANSFER OF MEMBERSHIP INTEREST

The
Sole Member shall be entitled, in its sole and absolute discretion at any time
and from time to time, to sell, mortgage, hypothecate, transfer, pledge, assign,
donate, create a security interest in or lien upon, encumber, give, place in
trust (voting or other) or otherwise dispose of, all or any portion of its
Membership Interest.

SECTION 8

DISSOLUTION AND WINDING UP OF THE COMPANY

8.1 Dissolution. Notwithstanding anything to the contrary in the LLC Law,
the Company shall dissolve only upon the written consent of the Sole Member.
Moreover, the Sole Member shall not cease to be a member of the Company solely
as a result of the happening of any of the events specified in Section 18-304 of
the LLC Law.

8.2 Winding Up. Upon dissolution, the Company shall continue solely for
the purposes of winding up its affairs in an orderly manner, liquidating its
assets and satisfying the claims of its creditors and the Sole Member. The
Manager shall not take any action that is inconsistent with, or not necessary to
or appropriate for, the winding up of the Company's business and affairs. The
Company's assets shall be liquidated as promptly as is consistent with obtaining
the fair value thereof, and the proceeds therefrom, to the extent sufficient
therefor, shall be applied and distributed in the following order and priority:

| | (a)
First, to the payment and discharge of all of the Company's debts and
liabilities to creditors (including the repayment of any loans or advances made
by the Sole Member or Manager to the Company), and the expenses of liquidation
and dissolution;
          (b) Second, to the
setting up of any reserves reasonably necessary for any contingent or unforeseen
liabilities or obligations of the Company; and
          (c) Third, to the Sole Member.
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SECTION 9
MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to its conflict
of laws rules.

9.2 No Third Party Beneficiaries. Nothing contained in this Agreement is
intended or shall be deemed to benefit any third party or creditor of the
Company or the Sole Member.

9.3 Successors and Assigns. Every covenant, term and provision of this
Agreement shall be binding upon and inure to the benefit of the Company, the
Sole Member and their respective legal representatives, successors, transferees
and permitted assigns.

9.4 Entire
Agreement; Amendment. This Agreement, together with the Certificate of
Formation, contain the entire understanding of the Sole Member with respect to
the subject matter of this Agreement. This Agreement may be amended only in a
writing signed by the Sole Member.

9.5 Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is invalid for any reason whatsoever,
such illegality or invalidity shall not affect the validity or legality of the
remainder of this Agreement.

9.6 Headings. Section and other headings contained in this Agreement are
for reference purposes only and are not intended to describe, interpret, define
or limit the scope or extent of this Agreement or any provision hereof.

9.7 Variation of
Pronouns. All pronouns and any variations shall be deemed to refer to
masculine, feminine, or neuter, singular or plural, as the identity of the
Person or Persons may require.

IN
WITNESS WHEREOF, the undersigned has executed this Limited Liability Company
Agreement of NationsRent Dealer Group, LLC as of the date first written above.

| | NATIONSRENT USA, INC.
By: /s/ Joseph H. Izhakoff
Name: Joseph H. Izhakoff
Title: Executive Vice President
| | ---------------------------------------------------------------------------------------------------------

EXHIBIT A
Form of Membership Interest Certificate

THE INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES
LAWS. ACCORDINGLY, SUCH INTEREST MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED
OR OTHERWISE DISPOSED OF (WITHIN THE MEANING OF ANY SECURITIES LAW) WITHOUT
COMPLIANCE WITH SUCH ACT AND SUCH OTHER SECURITIES LAWS IF REQUIRED.

THIS CERTIFICATE EVIDENCES AN INTEREST IN NATIONSRENT DEALER
GROUP, LLC AND SHALL BE A "SECURITY" GOVERNED BY ARTICLE 8 OF THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN ANY JURISDICTION IN WHICH IT HAS BEEN ADOPTED,
INCLUDING, WITHOUT LIMITATION, ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL
CODE, AS CURRENTLY IN EFFECT.

No. __

NATIONSRENT DEALER GROUP, LLC
A Delaware Limited Liability Company

Membership Interest Certificate

This
certifies that [__________] is the owner of the Membership Interest representing
membership equity interest in NationsRent Dealer Group, LLC (the
"Company"), subject to the terms of the Limited Liability Company Agreement of
NationsRent Dealer Group, LLC, made and entered into as of __________ __, 2004, as the same
may be amended from time to time in accordance with its terms (the
Agreement").

This
Membership Interest Certificate may be transferred by the lawful holders hereof
only in accordance with the provisions of the Agreement and applicable law.

THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT.

IN
WITNESS WHEREOF, the Company has caused this Membership Interest Certificate to
be issued this ____ day of __________, ____.

| | NATIONSRENT DEALER GROUP, LLC
By: 
Name: 
Title:
| | ------------------------------------------------

FOR VALUE RECEIVED, __________, the ____________________
of the Company does hereby sell, assign and transfer unto:

---

the Membership Interest evidenced by the within Membership
Interest Certificate, and does hereby irrevocably constitute an appoint
attorney-in-fact to transfer the said Membership Interest on the books of the
within-named Company, with the full power of substitution in the premises.

Dated as of:

| | By: 
       Name:
       Title:
| | -------------------------------

In presence of: ____________________

NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
the Membership Interest Certificate in every particular,
without alternation or enlargement or any change whatsoever.