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SECOND SUPPLEMENT,
Dated as of March 31, 2005
toINDENTURE,
Dated as of October 23, 2003,
AMONGNATIONSRENT COMPANIES, INC.,
as Issuer,WILMINGTON TRUST COMPANY,
as Trustee and as Collateral Agent,
ANDTHE GUARANTORS NAMED HEREIN,
as Guarantors,
9 1/2% Senior Secured Notes due 2010

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This
SECOND SUPPLEMENT ( "Supplement"), dated as of March 31,
2005 (the "Effective Date"), to the Indenture (as
defined below), is by and among NationsRent Companies, Inc., a Delaware
corporation (the "Company"), NationsRent Dealer Group, LLC, a
Delaware limited liability company (the "LLC"), the Trustee (as
defined below), and the Collateral Agent (as defined below).

WITNESSETH:

WHEREAS,
the Company has organized a new Subsidiary known as NationsRent Dealer Group,
LLC, a Delaware limited liability company;

WHEREAS,
the Company desires that the LLC become a Restricted Subsidiary under the terms
of the Indenture, dated as of October 23, 2003, as amended (the
"Indenture"), among the Company, the Guarantors (as defined in the
Indenture) and Wilmington Trust Company, as Trustee (in such capacity, the
"Trustee") and Collateral Agent (in such capacity, the "Collateral
Agent"); and

WHEREAS,
pursuant to Section 4.14 of the Indenture, the LLC is required to execute
and deliver to the Trustee a supplemental indenture pursuant to which the LLC,
as a Restricted Subsidiary, unconditionally guarantees on a senior secured basis
all of the Company's obligations under the Notes (as defined in the
Indenture) and the Indenture on the terms set forth in the Indenture;

NOW,
THEREFORE, each party hereto agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders:

ARTICLE ONE

INTERPRETATION

Section 1.01. Definitions. The definitions and rules of construction in the
Indenture apply to this Supplement.

Section 1.02. Continuine Agreement. Except as expressly set forth in this
Supplement, all the provisions of the Indenture continue in full force and
effect.

Section
1.03. Effectiveness. This Supplement shall become effective
immediately upon (a) the delivery of this Supplement, executed by the Company
and the LLC, to the Trustee and (b) the satisfaction of any conditions in the
Indenture to the effectiveness of a supplement to the Indenture, including, if
required by the terms of the Indenture, the delivery of any Officer's
Certificates and/or opinions.

ARTICLE TWO

SUPPLEMENT

Section
2.01. Designation of the LLC as a Restricted Subsidiary. The
Company hereby designates the LLC as a Restricted Subsidiary as of the Effective
Date. The Trustee acknowledges that the LLC has been designated by the Company
as, and will hereinafter be deemed for all purposes, a Restricted Subsidiary as
of the Effective Date unless and until such designation is changed pursuant to
the terms of the Indenture.

Section
2.02. Guarantee. The LLC hereby unconditionally guarantees all of
the Company's obligations under the Notes and the Indenture on the terms
and conditions set forth in the Indenture (including, without limitation,
Articles Xand XII thereof).

ARTICLE THREE

MISCELLANEOUS

Section
3.01. Trust Indenture Act Controls. Subject to any exemption under
the TIA, if any provision of this Supplement limits, qualifies or conflicts with
another provision which is required to be included in the Indenture by the TIA,
the required provision shall control. Any provision of the TIA which is required
to be included in a qualified Indenture, but not expressly included herein,
shall be deemed to be included by this reference

Section
3.02. Confirmation of Indenture. The Indenture, as supplemented by
this Supplement, is in all respects ratified and confirmed, and the Indenture,
this Supplement and all indentures supplemental thereto shall be read, taken and
construed as one and the same instrument.

Section
3.03. Governing Law. THIS SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.

Section
3.04. No Recourse Against Others. A past, present or future
director, officer, employee, stockholder or incorporator, as such, of the
Company or Guarantor or of the Trustee shall not have any liability for any
obligations of the Company or the Guarantors under the Notes, the Guarantees,
the Security Agreement, the Indenture or this Supplement or for any claim based
on, in respect of or by reason of such obligations or their creation. Each
Holder, by accepting a Note, waives and releases all such liability. Such waiver
and release are part of the consideration for the issuance of the Notes.

Section
3.05. Successors. All agreements of the LLC in this Supplement
shall bind its successors and assigns. All agreements of the Trustee and the
Collateral Agent in this Supplement shall bind their respective successors and
assigns. In the event of any transfer or assignment of rights by any Holder or
the Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof.

Section
3.06. Duplicate Originals.All parties may sign any number of copies of
this Supplement. Each signed copy shall be an original, but all of them together
shall represent the same agreement.

Section
3.07. Severabilitv. In case any one or more of the provisions in
this Supplement shall be held invalid, illegal or unenforceable, in any respect
for any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

* * * Remainder of Page Blank -- Signature Page Follows

SIGNATURES

IN
WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly
executed, all as of the date first written above.

| | NATIONSRENT COMPANIES, INC.
By: /s/ Douglas M. Suliman, Jr.
Print Name: Douglas M. Suliman, Jr.
Title: Executive Director
NATIONSRENT DEALER GROUP, LLC
By: /s/  Douglas M. Suliman, Jr.
Print Name: Douglas M. Suliman, Jr.
Title: Executive Director
WILMINGTON TRUST COMPANY, as
Trustee
By: /s/ Christopher J. Slaybaugh
Print Name: Christopher J. Slaybaugh
Title: Senior Financial Services Officer
WILMINGTON TRUST COMPANY, as
Collateral Agent
By: /s/ Christopher J. Slaybaugh
Print Name: Christopher J. Slaybaugh
Title: Senior Financial Services Officer
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