Promissory Note (Amortizing)
THE ISSUANCE OF THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"),  OR APPLICABLE  STATE  SECURITIES  LAWS AND
THIS NOTE MAY NOT BE  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF  UNLESS  SUCH
TRANSFER OR OTHER  DISPOSITION  HAS BEEN  REGISTERED  UNDER THE ACT AND SUCH
LAWS OR AN  EXEMPTION  UNDER  THE ACT AND  SUCH  LAWS IS  AVAILABLE  FOR ITS
TRANSFER OR OTHER DISPOSITION.


                    UNITED RENTALS (NORTH AMERICA), INC.


                              PROMISSORY NOTE


$20,000,001                                             September 28, 2000


         UNITED  RENTALS  (NORTH  AMERICA),  INC.,  a  Delaware  corporation
("Maker"),  for  value  received,  hereby  promises  to pay to the  order of
W.R.  CARPENTER  NORTH  AMERICA,  INC.  ("Payee"),  the principal  amount of
$20,000,001,  as such amount may be  adjusted  under  Section  1.2(c) of the
Purchase  Agreement  (the "Adjusted  Principal  Amount") and to pay interest
computed on the basis of a 365-day  year on the  Adjusted  Principal  Amount
from time to time  remaining  unpaid  hereon,  at a rate per annum  equal to
ten and  two-tenths  percent  (10.2%) from the date  hereof.  If an Event of
Default (as defined below) has occurred and is continuing,  any  outstanding
unpaid   principal  hereof  and  any  unpaid  interest  thereon  shall  bear
interest,  payable on demand,  at the rate of twelve and two-tenths  percent
(12.2%)  per  annum,  or such  lower  rate as then may be the  maximum  rate
permitted by applicable law; provided,  however,  that upon the cessation or
cure of such  Event  of  Default,  if no  other  Event  of  Default  is then
continuing,  this Note  shall  again  bear  interest  at the rate of ten and
two-tenths percent (10.2%) per annum.


Definitions


         Capitalized  terms  not  defined  herein  shall  have  the  meaning
assigned  to those  terms in the  Purchase  Agreement  defined  below.  When
used in this Note, the following  terms shall have the  respective  meanings
specified herein or in the Section referred to:


         "Affiliate"  means any entity or other  person  that,  directly  or
indirectly through one or more intermediaries,  controls,  is controlled by,
or is under common  control  with  another  person and includes the power to
direct or cause the  direction of the  management  and policies of a person,
whether through the ownership of securities, by contract or otherwise.


         "Business  Day"  means a day  other  than a  Saturday  or Sunday on
which  banks in New  York,  New York are  open for the  conduct  of  regular
banking activities.


         "Change  of  Control"  means  either  (a) the  consummation  of any
transaction  or  series  of  any  related  transactions  (including  without
limitation,  by way of merger) the result of which is that any  "person" (as
defined in Section 13(d) of the Securities  Exchange Act of 1934 "(Exchange
Act")) or "group"  (as  defined in  Sections  13(d)(3)  and  14(d)(2) of the
Exchange  Act, but  excluding  any affiliate of Maker or Guarantor as of the
date hereof)  becomes the  "beneficial  owner" (as defined in Rule  13(d)(3)
and 13(d)(5)  under the Exchange Act) of more than  fifty-one  percent (51%)
of the  voting  power of the  common  stock of  Guarantor  or (b) the common
stock of  Guarantor  shall  cease to be listed  for  trading  on a  national
securities exchange.


         "Eligible   Assignee"   means   any   of  the   following:   (a)  a
publicly-traded  bank or financial  institution  organized under the laws of
the United States of America or any state  thereof,  or Japan,  Canada,  the
United Kingdom, the Netherlands,  Switzerland,  or Germany, having assets of
not less than U.S. $95 billion,  (b) an investment  company  organized under
the laws of any state in the United  States of America and  registered  as a
broker  dealer or an  investment  adviser with the  Securities  and Exchange
Commission  that, at the time of such transfer,  has assets under management
of $2.0  billion  or more,  (c) an  insurance  company  rated A or better by
A.M.  Best,  or (d) any other entity which is an  "accredited  investor" (as
defined  in  Regulation D  under the  Securities  Act of 1933,  as  amended)
which extends credit or buys loans as one of its businesses  including,  but
not limited to, insurance companies, mutual funds, and finance companies.


         "Guarantor" means United Rentals, Inc. and its successors.


         "Initial  Interest  Payment  Date" means the tenth (10th)  business
day  after  the later to occur of (a) the date on which  Maker  receives  an
executed  certificate  from  Payee (in  substantially  the form set forth on
Exhibit A  attached  hereto),  confirming the Adjusted  Principal Amount and
(b) the date on which Maker  receives  from Payee all  Pre-Closing  Date Tax
Returns (as  defined in the  Purchase  Agreement)  that Payee is required to
deliver to Maker pursuant to the Purchase Agreement.


         "Interest  Note"  that  certain  Promissory  Note  dated  the  date
hereof,  executed  by Maker,  payable to the order of Payee in the  original
principal amount of 20,000,000.


         "Maker"  includes  its  successors  and  any  accommodation  party,
endorser, guarantor, or other surety of this Note.


         "Mandatory   Prepayment   Amount"  means  an  amount  of  principal
outstanding  hereunder at the time of a Mandatory  Prepayment Event equal to
the  product  of  (a) 0.1  (as  adjusted  in order to  apply  the  Mandatory
Prepayment  Amount on a pro rata basis  between  this Note and the  Interest
Note)   multiplied   by  (b) the  net   proceeds  to  United  in  excess  of
$125,000,000  from such Mandatory  Prepayment  Event.  In no event shall the
Mandatory   Prepayment  Amount  exceed  the  principal  amount   outstanding
hereunder at the date of a Mandatory Prepayment Event.


         "Mandatory  Prepayment  Event" means a public offering by Guarantor
of shares of common  stock or preferred  stock,  which stock is listed or to
be listed for  trading on any  national  securities  exchange,  in which the
aggregate  net  proceeds  to  Guarantor  of  such  public   offering  exceed
$125,000,000  (without  cumulating  the net  proceeds  of any  other  public
offering).  Notwithstanding  the  foregoing,  a Mandatory  Prepayment  Event
shall not include any  offering  relating  solely to the sale of  securities
to  participants  in a stock  plan of  Guarantor,  relating  to a  corporate
reorganization  or other  transaction  under Rule 145 of the  Securities Act
of 1933,  an  offering in which the only common  stock being  registered  is
common  stock  issuable  upon   conversion  of  debt   securities  or  other
convertible  securities  that  are  also  being  registered  or an  offering
effected in connection  with an  acquisition  of a business or businesses by
Maker or Guarantor.


         "Maturity Date" means September 28, 2005.


         "Maximum  Legal Rate"  means the  maximum  rate (or, if the context
so permits  or  requires,  an amount  calculated  at such rate) of  interest
from time to time  permitted  under  federal,  state,  or local  laws now or
hereafter  applicable  to this  Note,  after  taking  into  account,  to the
extent  required by applicable law, any and all relevant  payments,  charges
deemed to be interest  (whether  or not so  characterized  by the  parties),
and calculations.


         "Payee"   includes   its   successors,   permitted   assigns,   and
subsequent holders of this Note.


         "Purchase  Agreement"  means that certain Stock Purchase  Agreement
dated as of September  28,  2000,  by and among  Horizon  High Reach,  Inc.,
Payee, and Maker.


         "Senior  Credit  Agreements"  means  (a) that  certain  Amended and
Restated Term Loan Agreement  dated as of May 12,  2000,  executed by Maker,
Bank of America,  N.A., as  Administrative  Agent,  Fleet  National Bank, as
Documentation  Agent, and the Lenders defined therein,  and (b) that certain
Amended  and  Restated  Term  Loan  Agreement  dated  as  of  May 12,  2000,
executed  by  United  Rentals,  Inc.,  Maker,  Bank  of  America,  N.A.,  as
Administrative  Agent,  Goldman Sachs Credit  Partners  L.P., as Syndication
Agent,  and the Lenders  defined  therein,  as such loan  agreements  may be
modified,  amended,  renewed,  extended,  restated, or replaced from time to
time.


Payment


         (a)      The unpaid  principal of and interest upon this Note shall
be due and payable as follows:


                  (i)      Interest   shall  be  payable   quarterly  as  it
accrues,  commencing  on the Initial  Interest  Payment Date with respect to
interest  on the  Adjusted  Principal  Amount for the  period  from the date
hereof  through the last day of December,  March,  June,  or  September  (as
applicable)  occurring  prior  to the  Initial  Interest  Payment  Date  and
continuing  thereafter on the last day of each  December,  March,  June, and
September of each  calendar  year during the term of this Note,  through and
including the Maturity Date.


                  (ii)     Principal   shall  be  paid  in   fourteen   (14)
quarterly  installments  each  equal to seven  and  fourteen  one-hundredths
percent  (7.14%) of the Adjusted  Principal  Amount,  together  with accrued
interest  thereon,  commencing on June 30,  2002, and continuing  thereafter
on the  last  day of each  June,  September,  December,  and  March  of each
calendar  year  during  the term of this Note,  with a final  payment of all
unpaid principal and interest thereon on the Maturity Date.


         (b)      All payments of principal  and interest of this Note shall
be  made by  Maker  to  Payee  in  immediately  available  funds  in coin or
currency  of the  United  States  of  America  which at the time of  payment
shall  be  legal  tender  for  the  payment  of  public  and  private  debts
delivered  to  Payee's   account   number   4090261393   at  Union  Bank  of
California,  N.A.,  ABA No.  121000497  (or such other account or address as
specified  by notice to Maker) no later than 1:00 p.m.  (New York,  New York
time)  on the day when  due.  Payments  made to  Payee  by  Maker  hereunder
shall be applied  first to accrued  interest  and then to  principal  in the
inverse order of maturity.


         (c)      Should  the  principal  of,  or  any  installment  of  the
principal  of or  interest  on,  this Note become due and payable on any day
other than a Business  Day,  the maturity  thereof  shall be extended to the
next  succeeding  Business  Day, and interest  shall be payable with respect
to such extension.


Voluntary Prepayment


         The  principal  amount of this Note may be  prepaid,  in full or in
part,  at any  time,  and from  time to time,  without  notice  or  penalty,
together with payment of interest  accrued on the amount of principal  being
prepaid,   through   the  date  of  such   prepayment.   All  such   partial
prepayments  shall be applied first to any outstanding  interest accrued but
unpaid  and  then  the  balance,  if any,  shall be  applied  to the  unpaid
principal balance.


Mandatory Prepayment


         The  principal  amount of this Note  shall be  prepaid in the event
of a  Mandatory  Prepayment  Event  in an  amount  equal  to  the  Mandatory
Prepayment  Amount,  together with all accrued but unpaid interest  thereon.
Such  prepayment  shall be made on or before the tenth  (10th)  Business Day
after  the  date on which  United  actually  receives  the  proceeds  of the
offering that constitutes the Mandatory  Prepayment  Event.  Notwithstanding
Maker's  obligation as set forth  herein,  Payee shall not have any claim or
right to receive  from  United  the net  proceeds  received  by United in an
offering  that  constitutes a Mandatory  Prepayment  Event and that triggers
Maker's prepayment obligations under this Note.


Waiver


         No delay or  omission  on the part of Payee in the  exercise of any
right or remedy  hereunder shall operate as a waiver thereof,  nor shall any
single or  partial  exercise  of any right or remedy  preclude  any other or
further  exercise  thereof  or the  exercise  of any other  right or remedy.
There  can be no waiver  by Payee of any  right or  remedy  under  this Note
which is not in writing signed by Payee.


         Maker (and any  accommodation  parties,  endorsers,  and guarantors
hereof)  hereby  waives  demand,  presentment,   notice  of  non-payment  or
dishonor,   notice  of  intent  to  accelerate,   notice  of   acceleration,
diligence  in  collecting,   grace,  protest  and  notice  of  protest,  and
consents  to all  extensions  without  notice  for any  period or periods of
time and partial  payments,  before or after maturity,  without prejudice to
Payee.


Costs of Collection


         Maker  agrees  to  pay  on  demand  all  out-of-pocket   costs  and
expenses,   including,   without  limitation   reasonable  attorney's  fees,
actually  incurred  by Payee in  endeavoring  to enforce the rights of Payee
hereunder;  provided however,  that Maker shall not be obligated to pay such
costs and expenses incurred by Payee in wrongfully  accelerating  payment or
otherwise wrongfully seeking to enforce its rights hereunder.


Event of Default


         (a)      The occurrence of any one or more of the following  events
shall constitute an event of default hereunder (an "Event of Default"):


                  (i)      Any  payment of  principal  or  interest or other
sums on this Note  shall  not be paid  when due and Maker  fails to pay this
amount  within five (5) days after  receipt by Maker of written  notice from
Payee to the effect that a payment is past due.


                  (ii)     Any  failure  to  perform  or  other  default  or
breach of any representation,  warranty, covenant,  agreement, or obligation
of Maker in the  Purchase  Agreement,  provided  that Payee  first  delivers
written  notice to Maker  identifying  in  reasonable  detail the failure to
perform,  other  default,  or breach and Maker does not cure such failure to
perform,  other  default,  or breach  within  thirty  (30)  days of  Maker's
receipt of such notice.


                  (iii)    If,  pursuant  to or within  the  meaning  of the
United  States  Bankruptcy  Code or any other  federal or state law relating
to  insolvency  or  relief  of  debtors  (a  "Bankruptcy  Law"),  Maker  (A)
commences a voluntary  case or  proceeding;  (B) fails to timely  controvert
or  acquiesces  in writing to or consents to any petition  filed  against it
or to the entry of any order for relief against it


in an  involuntary  case  or  proceeding;  (C)  takes  advantage  of any law
relating  to its own  bankruptcy,  insolvency,  reorganization,  winding up,
liquidation,  composition,  or  readjustment  of debts;  (D) consents to the
appointment  of  a  trustee,  receiver,  assignee,  liquidator,  or  similar
official;  (E) makes an  assignment  for the benefit of its  creditors;  (F)
admits in writing its  inability  to pay, or is  generally  not paying,  its
debts as they  become due; or (G) takes any  corporate  or other  action for
the purpose of authorizing or effecting any of the foregoing.


                  (iv)     If a court of  competent  jurisdiction  enters an
order or decree  under any  Bankruptcy  Law that (A) is for  relief  against
Maker  in an  involuntary  case  or  proceeding,  (B)  appoints  a  trustee,
receiver,  assignee,  liquidator,  or  similar  official  for  Maker or all,
substantially  all, or a substantial  part of Maker's  assets or properties,
or (C)  orders  the  liquidation  of  Maker,  and in each  case the order or
decree is not dismissed within 60 days.


                  (v)      Maker  shall  dissolve  or  otherwise   cease  to
exist,  or cease to operate and conduct its  business in  substantially  the
same manner as on the date hereof,  other than  dissolution  pursuant to any
merger after which the successor  continues to operate  Maker's  business in
substantially the same manner as on the date hereof.


                  (vi)     Any default  under the Senior  Credit  Agreements
which has not been  waived by the parties  thereto,  the effect of which has
been to cause  the  acceleration  of the  principal  outstanding  under  the
Senior Credit Agreements.


                  (vii)    A Change of Control shall occur.


         (b)      Upon  the  occurrence  of an Event  of  Default  hereunder
(unless  all  Events  of  Default  have  been  cured by Maker or  waived  by
Payee),  Payee may, at its option (i) declare  the entire  unpaid  principal
balance  of  this  Note,   together  with  all  accrued  interest   thereon,
immediately due and payable  regardless of any prior  forbearance,  and (ii)
exercise  any and all rights and  remedies  available  to it under this Note
and applicable  law,  including,  without  limitation,  the right to collect
from Maker all sums due on this Note.


Compliance with Law


         This Note is given to Payee under the  Purchase  Agreement  as part
of the purchase  price and  consideration  paid by Maker for the Stock being
purchased  thereunder.  All agreements between Maker and Payee,  whether now
existing  or  hereafter  arising  and  whether  written or oral,  are hereby
limited  so  that  in  no  contingency,  whether  by  reason  of  demand  or
acceleration  of  the  maturity  hereof  or  otherwise,  shall  interest  be
contracted  for,  charged,  received,  paid or agreed to be paid to Payee in
excess of the Maximum  Legal Rate.  If,  from any  circumstance  whatsoever,
interest  would  otherwise  be  payable  to Payee in excess  of the  Maximum
Legal Rate,  or unearned  interest  would  otherwise be payable in violation
of  applicable  law, the  interest  payable to Payee shall be reduced to the
maximum  amount   permitted   under   applicable   law;  and,  if  from  any
circumstance,  Payee shall ever receive  anything of value  deemed  interest
by  applicable  law in excess of the Maximum  Legal Rate, an amount equal to
any  excess  interest  shall be applied to the  reduction  of the  principal
hereof  and  not to the  payment  of  interest,  and  any  excess  shall  be
refunded  to one or more of Maker.  All  interest  paid or agreed to be paid
to Payee shall,  to the extent  permitted by  applicable  law, be amortized,
prorated,  allocated,  and spread  throughout  the full period until payment
in full of the  principal  so that the  interest  for such full period shall
not exceed the Maximum  Legal Rate.  This  section  shall  control this Note
and any other  agreements  between  Maker  and  Payee,  notwithstanding  any
provision to the contrary herein or therein.


Successors and Assigns


         Any  rights  or  obligations  of  Maker  under  this  Note  may  be
assigned,  delegated,  or otherwise  transferred to any entity that controls
Maker or succeeds to Maker's  interests in the  business  without the prior,
written  consent  of  Payee.  Payee  may not  assign,  pledge,  collaterally
assign,  or  otherwise  transfer  any of its  rights  under this Note to any
lender or other person;  provided  that, at any time after the date which is
twelve (12) months  after the  Resolution  Date,  Payee may assign,  pledge,
transfer  or  participate   its  rights  under  this  Note  to  an  Eligible
Assignee.  Subject to the  preceding  sentences,  this Note shall be binding
upon and inure to the  benefit  of Maker  and  Payee  and  their  respective
heirs, legal  representatives and successors,  and permitted assigns.  After
the date which is thirty-six  (36) months after the Resolution  Date, at the
option of Payee or its  assigns,  Maker  agrees  (i) to  issue Payee (or its
assigns)  an  amended  and  restated  Note  in the  amount  of the  Adjusted
Principal  Amount (but  otherwise  containing  the terms and  conditions set
forth  herein)  upon  surrender  of this note to Maker,  and (ii) to do such
further acts and execute such  further  documents as Payee or its  permitted
assigns  may  reasonably  request to confirm  the  obligations  of Maker set
forth herein.


Setoff


         In addition  to and not in lieu of any other  remedy  available  to
Maker,  upon  notice to Payee,  Maker may set off any amount (a) to which it
may be entitled under Article 6 of the Purchase  Agreement,  or (b) under an
agreement  executed  by  Maker  and  Payee  pursuant  to  which  Payee  will
purchase  equipment from Maker,  against amounts  otherwise payable to Payee
hereunder.  The  exercise  of such  right of setoff by Maker in good  faith,
whether or not  ultimately  determined to be justified,  will not constitute
an Event of Default hereunder.


Miscellaneous


         (a)      This  Note  shall  be   governed  by  and   construed   in
accordance with the laws of the State of New York.


         (b)      MAKER  HEREBY  AGREES  THAT  ANY  ACTION,  SUIT,  OR OTHER
PROCEEDING  WITH  RESPECT  TO THIS NOTE MAY BE BROUGHT BY PAYEE IN ANY COURT
OF COMPETENT  JURISDICTION  SITTING IN NEW YORK,  NEW YORK OR SAN FRANCISCO,
CALIFORNIA.  MAKER HEREBY  IRREVOCABLY AND  UNCONDITIONALLY  CONSENTS TO THE
EXCLUSIVE  JURISDICTION  OF  ANY  SUCH  COURT  AND  HEREBY  IRREVOCABLY  AND
UNCONDITIONALLY  WAIVES  ANY  DEFENSE  OF  ANY  INCONVENIENT  FORUM,  TO THE
MAINTENANCE  OF ANY ACTION OR  PROCEEDING  IN ANY SUCH COURT,  ANY OBJECTION
TO VENUE WITH  RESPECT TO ANY SUCH  ACTION OR  PROCEEDING,  AND ANY RIGHT OF
JURISDICTION  ON ACCOUNT OF THE PLACE OF  RESIDENCE OR DOMICILE OF ANY OTHER
PARTY   TO  THE   PURCHASE   AGREEMENT.   MAKER   HEREBY   IRREVOCABLY   AND
UNCONDITIONALLY  WAIVES  AND WILL  WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY
IN ANY ACTION,  SUIT, OR OTHER  PROCEEDING  INSTITUTED  WITH RESPECT TO THIS
NOTE.


         (c)      The   paragraph   headings  used  in  this  Note  are  for
convenience  of  reference  only,  and  shall  not  affect  the  meaning  or
interpretation of this Note.


                [Remainder of Page Intentionally Left Blank;
                          Signature Page Follows.]




<PAGE>


                          UNITED RENTALS (NORTH AMERICA), INC.


                          By:   ______________________________    rman
                                John N. Milne, Vice Chairman



Guaranty


         The  Guarantor  hereby  unconditionally   guarantees  the  punctual
payment  when  due,   whether  at  stated   maturity,   by  acceleration  or
otherwise,  of all amounts owing under this Note now or hereafter  existing,
whether  for  principal,   interest,   fees,   expenses  or  otherwise  (the
"Guaranteed Obligation"),  and agrees to pay any and all reasonable expenses
(including  reasonable  attorneys'  fees and expenses)  incurred by Payee in
enforcing any rights under this Guaranty.


         The  liability  of the  Guarantor  under  this  Guaranty  shall  be
absolute  and  unconditional  irrespective  of,  and  the  Guarantor  hereby
irrevocably  waives any  defenses  it may now or  hereafter  have in any way
relating  to,  any or all of the  following:  (i) any  lack of  validity  or
enforceability  of this Note;  and (ii) any other  circumstance  (including,
without  limitation,  any  statute  of  limitations)  that  might  otherwise
constitute a defense available to, or a discharge of, Maker.


         This Guaranty shall  continue to be effective or be reinstated,  as
the  case  may be,  if at any  time  any  payment  of any of the  Guaranteed
Obligation  is  rescinded  or must  otherwise  be returned by Payee upon the
insolvency,  bankruptcy or reorganization of the Maker or otherwise,  all as
though  such  payment  had  not  been  made.  The  Guarantor  hereby  waives
promptness,  diligence,  notice of  acceptance,  and any other  notice  with
respect  to any of the  Guaranteed  Obligations  and this  Guaranty  and any
requirement  that the Payee  exhaust  any right or take any  action  against
the Maker.


         The  Guarantor  hereby  represents  and  warrants to Payee that the
Guarantor  has,  independently  and  without  reliance  upon the Payee,  and
based  on  such   documents   and   information   as  Guarantor  has  deemed
appropriate,  made its own credit  analysis  and decision to enter into this
Guaranty.


                                     UNITED RENTALS, INC.:


                                     By: ________________________
                                         John N. Milne, Vice Chairman



<PAGE>

Promissory Note (Amortizing)

                                 EXHIBIT A


               Form of Adjusted Principal Amount Certificate


This  Closing  Payment   Adjustment   Certificate  is  for  the  purpose  of
modifying  and  amending  that  certain  Promissory  Note (the  "Promissory
Note")  dated  September  28,  2000,   executed  by  United  Rentals  (North
America),   Inc.,  a  Delaware  corporation   ("Maker"),   payable  to  W.R.
Carpenter  North  America,  Inc.  or  permitted  assigns  ("Payee"),  in the
original  principal amount of Twenty Million and One Dollars  ($20,000,001),
to reflect Payee's Adjusted  Principal  Amount.  Except as otherwise defined
herein,  capitalized  terms used herein shall have the meanings set forth in
the  Promissory  Note.  Modification  and amendment of the  Promissory  Note
hereby is made pursuant to Section 1.2(c) of the Purchase Agreement.


         Based  upon  the   recitals   set  forth  above  and  the  promises
contained  herein,  the Adjusted  Principal  Amount of the  Promissory  Note
shall  be  $_____________,   as  of  September  28,  2000,  based  upon  the
following calculations:


Adjustment Calculation
  (Capitalized terms used in this chart shall have the meanings set forth
  in the Purchase Agreement.  The amounts set forth below represent Payee's
  pro rata portions of the line items included in the chart.)

Aggregate Original Note Amount      $ ____________________
Minus Equipment Adjustment
 (Schedule 1 hereto)                        $(____________________)
Plus/Minus Closing Payment
  Adjustment (Schedule 2 hereto)              $____________________
  Adjusted Principal Amount                   $____________________

         Except for the  modification and amendment of  the Promissory  Note
to  reflect  Payee's  Adjusted  Principal  Amount  as  expressly  set  forth
herein, the Promissory Note is unchanged.


         This Closing Payment  Adjustment  Certificate has been executed and
delivered   as   of   _______________,   ____,   to  be   effective   as  of
______________________, 2000.


                                    MAKER

                                    UNITED RENTALS (NORTH AMERICA), INC.,
                                    a Delaware corporation


                                    By:
                                    Name:
                                    Title:

                                    ACKNOWLEDGED:

                                    W.R. CARPENTER NORTH AMERICA, INC.


                                    By: ______________________________
                                    Graham D. Croot, Chief Financial Officer