RENT WAY INC
RON DEMOSS EMPLOYMENT AGREEMENT
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<DESCRIPTION>RON DEMOSS EMPLOYMENT AGREEMENT
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<P ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.11 </FONT></P>

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<A NAME=A001></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>EMPLOYMENT AGREEMENT </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
AGREEMENT is made as of the 13<SUP>th</SUP> day of March, 2001, by and between RENT-WAY,
INC., a Pennsylvania corporation, with offices at One RentWay Place, Erie, Pennsylvania
16505 (the &#147;Company&#148;) and <B>Ronald D. DeMoss</B>, an individual residing at
5152 Walnut Ridge Drive, Erie, PA 16505 (the &#147;Employee&#148;). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Company desires to employ the Employee and the Employee desires to accept such
employment upon the terms and conditions contained in this Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein the
Company and the Employee agree as follows: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Term</U>. Subject to the terms and conditions set forth in this Agreement,
          the Company hereby agrees to employ the Employee, and the Employee hereby
          accepts such employment, as an executive officer of the Company for the period
          beginning on the date of this Agreement and continuing until March 12, 2004, or
          until earlier terminated as provided herein; provided, however, that commencing
          on March 12, 2004, and on each two year anniversary of such date (such date and
          the date of each two year anniversary thereof being a &#147;Renewal Date&#148;),
          the term of Employee&#146;s employment hereunder (such term of employment being
          the &#147;Term&#148;) shall be automatically extended so as to terminate two (2)
          years from such Renewal Date, unless at least sixty (60) days prior to any such
          Renewal Date either party hereto shall give notice to the other that the Term
          shall not be automatically extended in which case the Term shall terminate on
          the applicable Renewal Date. In the event any such notice of non-renewal is
          given by the Company, the Employee shall have the right during the period
          beginning on the date of termination of the Term and continuing for a period of
          two (2) years following such termination to receive continuing payments of base
          salary at the bi-weekly rate in effect as of the date of termination; provided,
          however, that payment of such continuing base salary shall not constitute
          continuation of the Employee&#146;s service with the Company for the purpose of
          benefits under any Company plan or program, including any stock option plan of
          the Company. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Office; Duties</U>. During the Term, the Employee shall serve as Vice
          President and General Counsel of the Company and in such capacity Employee shall
          perform such duties and discharge such responsibilities as are stated in the
          by-laws of the Company and as the Chief Executive Officer of the Company and
          Board of Directors of the Company shall from time to time reasonably direct. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Employee agrees to perform such duties and discharge such responsibilities in a faithful
manner and to the best of his ability. The Employee agrees to devote his full business
time and attention to the business and affairs of the Company and to use his best efforts
to promote the interests of the Company. The Employee further agrees that he will engage
in no outside business concerns or activities that conflict with his duties to the
Company, or are directly or indirectly competitive with the Company, without the
Company&#146;s prior written consent. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Chief Executive Officer of the Company (or his designee) may from time to time assign to
the Employee additional duties and responsibilities and delegate to other employees of the
Company duties and responsibilities normally discharged by the Employee. All such
assignments and delegations of duties and responsibilities shall be made by the Chief
Executive Officer of the Company (or his designee) in good faith and shall not materially
affect the general character of the work to be performed by the Employee. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compensation</U>.
During the Term, the Company agrees that:  </FONT></P>

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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.1  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Employee shall receive annual base salary as follows: $200,000 for 2001; $212,500 for
2002; and $225,000 for 2003. The Employee&#146;s base salary shall be payable in
installments in accordance with the regular payroll practices of the Company. The Company
shall deduct or withhold from payments of base salary, and from all other payments made
to the Employee pursuant to this Agreement, all amounts which may be required to be
deducted or withheld under any applicable law now in effect or which may become effective
during the term of this Agreement (including but not limited to Social Security
contributions and income tax withholdings). The Employee&#146;s base salary for 2004 and
future years shall be reviewed annually by the Chief Executive Officer of the Company (or
his designee) and may be increased on the basis of individual and corporate performance,
in accordance with criteria and standards established by the Chief Executive Officer of
the Company (or his designee). Any increase in base salary or other compensation shall in
no way limit or reduce any other obligation of the Company to the Employee. Any increased
base salary once established shall not thereafter be reduced.  </FONT></P></TD>
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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.2  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Incentive
Compensation; Bonuses</U>. In addition to base salary, the Employee shall be entitled to
(i) participate in such incentive plans (including the right to defer bonuses) made
available by the Company to its executives and key employees and (ii) receive such
additional bonus or discretionary compensation payments as the Chief Executive Officer of
the Company (or his designee) may determine from time to time. The Employee&#146;s
eligibility for incentive plan participation and additional bonus or discretionary
compensation payments shall be reviewed annually by the Chief Executive Officer of the
Company (or his designee) and shall be awarded on the basis of corporate performance and
in accordance with criteria and standards established in the sole discretion of Chief
Executive Officer of the Company (or his designee).  </FONT></P></TD>
</TR>
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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.3  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Expenses</U>.
During the Term, the Employee shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred in connection with the performance of his duties in
accordance with the policies and procedures of the Company as may be in effect from time
to time.  </FONT></P></TD>
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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.4  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Benefits</U>.
During the Term, the Employee shall be entitled to receive a package of benefits that
includes all of the programs, plans and perquisites currently provided by the Company to
its employees, for so long as such programs, plans and perquisites are continued by the
Company and are available to employees of the Company.  </FONT></P></TD>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Option
Grant</U>. Immediately following the execution of this Agreement, the           Company
shall grant to the Employee incentive stock options to purchase 50,000           shares
of the Company&#146;s Common Stock, no par value per share, pursuant to           and in
accordance with the Company&#146;s 1999 Stock Option Plan. The options           shall
vest and become exercisable as to 16,666 shares on the one (1) year           anniversary
of the date of grant, as to 16,666 shares on the two (2) year           anniversary of
the date of grant, and as to 16,668 shares on the three (3) year           anniversary of
the date of the grant; provided, however, that all such options           shall vest and
become immediately exercisable upon a Change of Control of the           Company (as
hereinafter defined). Following vesting, the options may be           exercised in whole
or in part at any time or from time to time within a five (5)           year period from
the date of grant. If the Employee&#146;s employment with the           Company
terminates for any reason other than death, disability or termination           for
cause, the Employee shall have three (3) months following such termination           to
exercise the options, to the extent such options were exercisable as of the
          date of termination, and any options unexercised following such three (3) month
          period shall expire. If the Employee&#146;s employment with the Company
          terminates by reason of death or disability, the options exercisable as of the
          date of termination of employment shall remain exercisable for a period of one
          (1) year, following which period all unexercised options shall expire. In the
          event the Employee&#146;s employment with the Company terminates by reason of
          termination for cause, all options shall automatically expire and shall not be
          exercisable, whether or not exercisable prior to such termination. For purposes
          of this Agreement a &#147;Change of Control of the Company&#148; shall have the
          meaning set forth on <U>Appendix A</U> to this Agreement.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination
of Employment by Reason of Death</U>. If the Employee dies during           the Term this
Agreement shall terminate automatically as of the date of his           death and the
Company shall pay to the Employee&#146;s legal representatives (i)           the
compensation which would otherwise be payable to the Employee up to and
          including the date of death, (ii) a lump sum payment equivalent to six
          months&#146; base salary and (iii) such other benefits determined in accordance
          with any then existing Company-sponsored plans or programs providing benefits
at           death.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination
of Employment by Reason of Disability</U>. In the event that the           Employee shall
sustain a disability which in the opinion of medical authority           satisfactory to
the Company would substantially prevent him from rendering the           services
required under this Agreement for a period of six (6) consecutive           months or 180
days in any 360-day period, the Company shall have the right to           terminate this
Agreement upon thirty (30) days&#146; prior written notice to the           Employee.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination
of Employment at Employee&#146;s Election</U>. If the Employee           elects to
terminate this Agreement (at any time other than following a Change of           Control
of the Company) and the Employee gives thirty (30) days prior written           notice of
such termination, the Employee shall be entitled to receive his salary           then in
effect for the thirty (30) day notice period regardless of whether the           Company
desires the Employee to continue his employment during that period. For
          purposes of this Agreement a &#147;Change of Control of the Company&#148; shall
          have the meaning set forth on <U>Appendix A</U> to this Agreement.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination
of Employment for Cause</U>. The Company shall have the right to           terminate the
Employee&#146;s employment immediately in the event the Employee           shall do or
cause to be done any act which constitutes &#147;cause&#148; (as           hereinafter
defined) for termination. For purposes of this Agreement,           &#147;cause&#148; shall
be deemed to mean a material breach of his obligations           under this Agreement
(any breach of Sections 10, 11 or 12 hereof being an           example of such a material
breach), gross negligence or willful misconduct in           the performance of his
duties to the Company, dishonesty to the Company,           conviction of any crime which
could have the effect of causing the termination           or suspension of any license
or permit which the Company holds, conviction of           any felony, conviction of a
misdemeanor which substantially impairs the           Employee&#146;s ability to perform
his duties to the Company, or excessive           absenteeism not related to disability.
Should the Employee&#146;s employment be           terminated by the Company for cause,
the Company&#146;s only obligation shall be           to pay the Employee his base salary
through the date of termination. Nothing           contained in this Article 7 shall in
any way waive, restrict or prejudice the           Company&#146;s rights and remedies in
equity and at law against the Employee           with respect to the matter for which the
Employee&#146;s employment under this           Agreement is terminated for cause.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination
After a Change in Control of the Company</U>.  </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Upon the occurrence of a Change of Control of the Company, all of
          Employee&#146;s unvested stock options shall become vested and immediately
          exercisable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          At any time following the occurrence of a Change of Control of the Company, the
          Employee may elect to voluntarily terminate his employment with the Company. If
          the Employee elects to so terminate his employment, the Employee shall be
          entitled to receive his salary then in effect for the remainder of the Term, but
          in no event less than two (2) years base salary, payable in a lump sum within
          ten (10) days of termination. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If at any time following the occurrence of a Change of Control of the Company,
          the Employee&#146;s employment is terminated by the Company other than for
          cause, the Employee&#146;s termination shall be treated in all respects as a
          notice of non-renewal by the Company as set out in Article 1 of this Agreement. </FONT></P>

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<A NAME=A002></A>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>10. &nbsp;&nbsp;&nbsp;&nbsp;Confidentiality.</I> </FONT></P>

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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.1  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During
the course of his employment with the Company, the Employee has had and will have access
to and will gain knowledge with respect to all aspects of the business of the Company,
including financial information, business and marketing practices and procedures
information concerning employees, customers, suppliers and other valuable and proprietary
information relating to the business of Company (&#147;Confidential Information&#148;).
The parties agree that certain covenants by the Employee are essential to the growth and
stability of the business of the Company. Among these covenants are the Employee&#146;s
promises not to make unauthorized disclosures of the Confidential Information nor to use
the Confidential Information, after the Employee&#146;s employment with the Company
terminates, in a business that competes with the Company. Accordingly, Employee agrees
that, except as required by his duties under this Agreement, he shall not use nor
disclose to anyone at anytime during or after the Term any Confidential Information
obtained by him in the course of his employment with the Company. The Employee agrees to
enter into any further agreement regarding confidentiality that the Company may request.
The Employee shall use his best efforts to prevent the removal of any Confidential
Information from the premises of the Company, except as required in his normal course of
employment by the Company. The Employee shall use his best efforts to cause all persons
or entities to whom any Confidential Information shall be disclosed by him hereunder to
observe the terms and conditions set forth herein as though each such person or entity
was bound hereby.  </FONT></P></TD>
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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.2  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Employee
agrees to hold as the Company&#146;s property all memoranda, books, papers, letters,
customer lists, processes, computer software, records, financial information, policy and
procedure manuals, training and recruiting procedures and other data, and all copies
thereof and therefrom in any way relating to the Company&#146;s business and affairs,
whether made by him or otherwise coming into his possession, and on termination of his
employment, or on demand of the Company at any time, to deliver the same to the Company.  </FONT></P></TD>
</TR>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Non-Competition;
Non-Solicitation</U>.  </FONT></P>

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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.1  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During
the Term of this Agreement the Employee agrees that he shall not directly or indirectly,
for his own account or as agent, employee, officer, director, trustee, consultant or
shareholder of any corporation or other entity [except for a two percent (2%) interest or
less in any publicly traded corporation or other entity] or a member of any firm or
otherwise, anywhere in North America engage or attempt to engage in any business activity
which is the same as, substantially similar to or directly competitive with the business
of the Company, or any subsidiary of the Company, as now or in the future conducted by
the Company.  </FONT></P></TD>
</TR>
</TABLE>
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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.2  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During
the Term of this Agreement and for a period continuing after the date of its termination
[with such period being equal to the remaining Term of this Agreement but in no event
exceeding twelve (12) months], the Employee agrees that he shall not, directly or
indirectly, for his own account or as agent, employee, officer, director, trustee,
consultant or shareholder of any corporation, or member of any firm or otherwise, (i)
employ or solicit the employment of any employee of the Company, any employee of a
subsidiary of the Company, or any former employee of the Company whose employment with
the Company terminated within the preceding six (6) months, or (ii) induce or attempt to
induce any employee of the Company, or any employee of an affiliate of the Company, to
terminate his or her employment with the Company or any affiliate of the Company.  </FONT></P></TD>
</TR>
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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.3  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The
Employee acknowledges and agrees that the foregoing territorial and time limitations and
restrictive covenants are reasonable and properly required for the adequate protection of
the business and affairs of the Company, and in the event any such territorial or time
limitation is found to be unreasonable by a court of competent jurisdiction, the Employee
agrees and submits to the reduction of either said territorial or time limitation or
both, to such an area or period as the court may determine to be reasonable.  </FONT></P></TD>
</TR>
</TABLE>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Rights
to Discoveries</U>. The Employee agrees that all ideas, inventions,           trademarks
and other techniques, procedures, developments or improvements           conceived,
developed or acquired by the Employee, whether or not during working           hours, at
the premises of the Company or elsewhere, alone or with others, that           are within
the scope of the Company&#146;s business operations or that relate to           any work
or projects of the Company shall be the sole and exclusive property of           the
Company. The Employee agrees to disclose promptly and fully to the Company           all
such ideas, inventions, trademarks or other techniques, procedures,
          developments or improvements and, at the request of the Company, the Employee
          shall submit to the Company a full written report thereof regardless of whether
          the request for a written report is made after the termination of this
          Agreement. The Employee agrees that during the Term and thereafter, upon the
          request of the Company and at its expense, he shall execute and deliver any and
          all applications, assignments and other instruments which the Company shall
deem           necessary or advisable to transfer to and vest in the Company the
          Employee&#146;s entire right, title and interest in and to all such ideas,
          inventions, trademarks or other techniques, procedures, developments or
          improvements and shall assist the Company in applying for and obtaining patent,
          trademark or copyright protection for any such protectible ideas, inventions,
          trademarks and other techniques, procedures, developments and improvements.  </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>.
All notices and other communications given pursuant to this           Agreement shall be
deemed to have been properly given or delivered if mailed, by           certified mail,
postage prepaid, addressed to the appropriate party, at the           address for such
party set forth at the beginning of this Agreement. Any party           may from time to
time designate by written notice given pursuant to this Article           12 any other
address or party to which any such notice or communication or           copies thereof
shall be sent.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Equitable
Relief</U>. The Employee acknowledges that the Company will suffer           damages
incapable of ascertainment in the event that any of the provisions of           Section
10, 11 or 12 hereof are breached and that the Company will be           irreparably
damaged in the event that the provisions of Sections 10, 11 or 12           are not
enforced. Therefore, should any dispute arise with respect to the breach           or
threatened breach of any such Articles, the Employee agrees and consents,           that
in addition to any and all other remedies available to the Company, an
          injunction or restraining order or other equitable relief may be issued or
          ordered by a court of competent jurisdiction restraining any breach or
          threatened breach of such Articles. The Employee agrees not to urge in any such
          action that an adequate remedy exists at law. All expenses, including, without
          limitation, attorney&#146;s fees and expenses incurred in connection with any
          legal proceeding arising as a result of a breach or threatened breach of
          Sections 10, 11 or 12 of this Agreement shall be borne by the losing party to
          the fullest extent permitted by law and the losing party hereby agrees to
          indemnify and hold the other party harmless from and against all such expenses.
          The Employee consents to jurisdiction in Pennsylvania and venue in Erie County
          for purposes of all claims arising under this Agreement.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Successors</U>.
The Company will require any successor (whether direct or           indirect by purchase,
merger, consolidation or otherwise) to all or           substantially all of the business
and/or assets of the Company to expressly           assume and agree to perform this
Agreement in the same manner and to the same           extent that the Company would be
required to perform if no such succession had           taken place. As used in this
Agreement, the &#147;Company&#148; shall mean both           the Company as defined above
and any successor to its business and/or assets (by           merger, purchase or
otherwise) which executes and delivers the agreement           provided for in this
Article or otherwise becomes bound by all of the terms and           provisions of this
Agreement by operation of law or otherwise. Failure of the           Company to obtain
such assumption and agreement prior to the effectiveness of           any such succession
shall constitute a breach of this Agreement and shall           entitle the Employee to
compensation from the Company in the form of damages for           such breach.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Miscellaneous</U>.
This Agreement shall be governed by the internal domestic           laws of the
Commonwealth of Pennsylvania without reference to conflict of laws           principles.
All headings and subheadings are for convenience only and are not of
          substantive effect. This Agreement constitutes the entire agreement between the
          parties hereto with respect to the subject matter hereof and supersedes all
          prior negotiations, understandings and writings (or any part thereof) whether
          oral or written between the parties hereto relating to the subject matter
          hereof. There are no oral agreements in connection with this Agreement. Neither
          this Agreement nor any provision of this Agreement may be waived, modified or
          amended orally or by any course of conduct but only by an agreement in writing
          duly executed by both of the parties hereto. If any article, section, portion,
          subsection or subportion of this Agreement shall be determined to be
          unenforceable or invalid, then such article, section, portion, subsection or
          subportion shall be modified in the letter and spirit of this Agreement to the
          extent permitted by applicable law so as to be rendered valid and any such
          determination shall not affect the remainder of this Agreement, which shall be
          and remain binding and effective as against all parties hereto. The term
          &#147;Agreement&#148; as used herein shall be deemed to include any and all
          renewals of this Agreement.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
above written. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EMPLOYEE: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>____________________________________
<BR>Ronald D. DeMoss                   <BR>Date: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>COMPANY: </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RENT-WAY, INC. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:
_________________________________ <BR>William E. Morgenstern, CEO          <BR>Date: </FONT></P>



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<A NAME=A003></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>APPENDIX A </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Affiliate&#148; shall have the
meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Beneficial Owner&#148; shall
have the meaning set forth in Rule 13d-3 under the Exchange Act. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Exchange Act&#148; shall mean
the Securities Exchange Act of 1934, as amended from time to time. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#147;Person&#148; shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities or (iv) a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
&#147;Change in Control of the Company&#148; shall be deemed to have occurred if, as the
result of a single transaction or a series of transactions, the event set forth in any one
of the following paragraphs shall have occurred: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          any Person is or becomes the Beneficial Owner, directly or indirectly, of
          securities of the Company representing 20% or more of the combined voting power
          of the Company&#146;s then outstanding voting securities; provided, however,
          that a Change of Control of the Company shall not be deemed to have occurred if
          a Person becomes the Beneficial Owner, directly or indirectly, of securities of
          the Company represent 20% or more of the combined voting power of the
          Company&#146;s then outstanding voting securities and such transaction is
          approved in advance by the Board of Directors of the Company (such Person being
          an &#147;Acquiring Party&#148;) or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Incumbent Directors cease at any time and for any reason to constitute a
          majority of the number of directors then serving on the Board. &#147;Incumbent
          Directors&#148; shall mean directors who either (A) are directors of the Company
          as of the date of this Agreement or (B) are elected, or nominated for election,
          to the Board with the affirmative votes of at least a majority of the Incumbent
          Directors at the time of such election or nomination (but shall not include an
          individual whose election or nomination is in connection with an actual or
          threatened election contest, including but not limited to a consent
          solicitation, relating to the election of directors to the Board); or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          there is consummated a merger or consolidation of the Company or any direct or
          indirect subsidiary of the Company with any other corporation or entity, other
          than (i) a merger or consolidation which would result in the voting securities
          of the Company outstanding immediately prior to such merger or consolidation
          continuing to represent (either by remaining outstanding or by being converted
          into voting securities of the surviving entity or any parent thereof) at least
          60% of the combined voting power of the securities of the Company or such
          surviving entity or any parent thereof outstanding immediately after such merger
          or consolidation as appropriate, or (ii) a merger or consolidation effected to
          implement a recapitalization of the Company (or similar transaction) in which no
          Person is or becomes the Beneficial Owner, directly or indirectly, of securities
          of the Company representing 20% or more of the combined voting power of the
          Company&#146;s then outstanding voting securities unless such Person who becomes
          such Beneficial Owner is an Acquiring Party; or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the stockholders of the Company approve a plan of liquidation or dissolution of
          the Company or an agreement for the sale or disposition by the Company of all or
          substantially all of the Company&#146;s assets, other than a sale or disposition
          by the Company of all or substantially all of the Company&#146;s assets to an
          entity, at least 60% of the combined voting power of the voting securities of
          which are owned by stockholders of the Company in substantially the same
          proportions as their ownership of the Company immediately prior to such sale. </FONT></P>




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