DOLLAR THRIFTY AUTOMOTIVE GROUP INC
VEHICLE SUPPLY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>VEHICLE SUPPLY AGREEMENT
<TEXT>


                                                                   EXHIBIT 10.20

         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.

                            VEHICLE SUPPLY AGREEMENT
                            ------------------------

     THIS  AGREEMENT  is entered  into as of the 1st day of July,  2001  between
DaimlerChrysler  Motors  Corporation  (Chrysler),  a  corporation  organized and
existing  under  the laws of the state of  Delaware,  whose  principal  place of
business is located at 1000 Chrysler Drive,  Auburn Hills,  Michigan  48326-2766
("Chrysler"),  and Dollar Thrifty  Automotive  Group,  Inc. (DTAG) a corporation
organized and existing under the laws of the state of Oklahoma.  whose principal
place  of  business  is  located  at 5330  East  31st  Street,  Tulsa,  Oklahoma
74153-0250 ("DTAG").
     WHEREAS  Chrysler is in the  business of  manufacturing  and selling  motor
vehicles;
     WHEREAS DTAG is the parent  company of Dollar Rent A Car Systems,  Inc. and
Thrifty  Rent-A-Car  System,  Inc. each of which operate a vehicle rental system
consisting  of  locations  owned  and  operated  by each of  them  and by  their
independent franchisees;
     WHEREAS DTAG purchases vehicles for use by Dollar Rent-A-Car Systems,  Inc.
and Thrifty Rent-A-Car Systems,  Inc. for use at locations owned and operated by
them as well as to lease to their franchisees;
     WHEREAS  Chrysler and DTAG desire to make a long-term  arrangement for DTAG
to purchase Chrysler vehicles.
     NOW  THEREFORE,  in  consideration  of the  premises and  covenants  herein
contained the parties agree as follows:




<PAGE>


         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


     1.   DEFINITIONS
          As used in this  Agreement,  the following  terms have the  respective
following meanings. These meanings apply equally to the singular and plural form
of the defined terms:
          1.1.  Agreement or this  Agreement means this Vehicle Supply Agreement
as originally executed and as such may be amended from time to time.
          1.2.  GDP Program  means (a) any  program made generally  available by
Chrysler to daily car rental  companies  for the  purchase  of Vehicles  through
Chrysler's  authorized  dealers  that  provides,  subject to  certain  terms and
conditions,  for Chrysler's  guarantee of the  depreciated  value upon resale of
Vehicles sold under the program,  or (b) to the extent that  Chrysler  ceases to
offer such a program that provides for Chrysler's  guarantee of the  depreciated
value upon  resale of  Vehicles  sold under the  program,  a program  offered by
Chrysler in  substitution  for the program that Chrysler has ceased to offer and
made  generally  available  by  Chrysler to daily car rental  companies  for the
purchase of Vehicles through Chrysler's authorized dealers.
          1.3.  Model Year  means Chrysler's annual  period for selling Vehicles
to daily car rental  companies.  Each of these  periods will be as determined by
Chrysler,  (ordinarily will begin on August 1 of a calendar year and end on July
31 of the following  calendar year), and is denominated by the year in which the
period ends.


                                        2

<PAGE>


         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


          1.4.  Other Volume means  an annual volume of  Vehicles made available
by Chrysler other than under a GDP Program for purchase by DTAG through Chrysler
authorized dealers.  Each respective Other Volume is set forth in Section 2.1 of
this Agreement.
          1.5.  Target  GDP  Volume  means an  annual  volume of  Vehicles  made
available  by Chrysler  under the  then-current  terms of a GDP Program  then in
effect  for  purchase  by  DTAG  through  Chrysler's  authorized  dealers.  Each
respective Target GDP Volume is set forth in Section 2.1 of this Agreement.
          1.6.  Vehicles means  motor vehicles  distributed by  Chrysler Motors,
under the brand names of Chrysler, Dodge and Jeep.

     2.   SUPPLY OF GDP VOLUMES
          2.1.  Subject to the terms and  conditions of this Agreement,  in each
Model Year of this  Agreement  Chrysler will make available for purchase by DTAG
for both Thrifty and Dollar through Chrysler's  authorized dealers the following
respective volumes of Vehicles:
              MODEL YEAR             TARGET GDP VOLUME            OTHER VOLUME
                2002                    78,261                       25,000

                2003                    73,913                       25,000

                2004                    69,565                       25,000

                2005                    69,565                       25,000

                2006                    69,565                       25,000



                                        3

<PAGE>


         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


DTAG may assign  the right to  purchase  a portion  of the  Vehicles  to be made
available  by Chrysler  pursuant to this  Section to any  franchisee  of DTAG by
advising Chrysler of that assignment in writing.
          2.2   For any given Model Year, if  DTAG purchases both the Target GDP
Volume  for that  Model Year and the Other  Volume  for that  Model  Year,  then
Chrysler  will make an additional  volume of Vehicles  available for purchase by
DTAG under a GDP  Program in that Model Year up to a maximum of fifteen  percent
(15%) of the applicable Target GDP Volume for that Model Year. Purchases by DTAG
franchisees  under  assignments  from  DTAG  pursuant  to  Section  2.1 of  this
Agreement are to be counted as DTAG purchases for purposes of this Section 2.2.
          2.3.  At least eighty percent (80%)of the vehicles obtained by DTAG in
any  Model  Year,  irrespective  of  whether  obtained  by  purchase,  lease  or
otherwise,  must be Vehicles,  until and unless DTAG obtains an aggregate volume
of Vehicles  equal to the sum of the Target GDP Volume and the Other  Volume for
that Model Year as set forth in Section 2.1.
          2.4.  In  each  Model Year DTAG  must purchase at  least the following
respective  minimum volume of Vehicles under the  then-current  terms of any GDP
Program then in effect:



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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


                      MODEL YEAR                MINIMUM GDP VOLUME
                         2002                       51,652

                         2003                       48,783

                         2004                       45,913

                         2005                       45,913

                         2006                       45,913

Purchases by DTAG franchisees  under an assignment from DTAG pursuant to Section
2.1 may not be counted as purchases by DTAG for purposes of this Section 2.4.
          2.5.  Chrysler  will make a GDP Program  available  to DTAG while this
Agreement is in effect. The terms and conditions of any GDP Program,  taken as a
whole,  will be  competitive  with the  terms  and  conditions  of a  guaranteed
residual  value or  repurchase  program then being made  generally  available by
either Ford Motor Company ("Ford") or General Motors  Corporation ("GM") to bona
fide daily rental  businesses in the United States,  or, if Ford or GM, cease to
offer such a guaranteed  residual value or repurchase program, a program offered
by Ford or GM, as the case may be, in  substitution  for the program that it has
ceased to offer. Chrysler retains the right to make, in its sole discretion, all
decisions  regarding  any GDP Program or other  Chrysler  fleet  sales  program,
including without limitation decisions regarding the terms and conditions of any
GDP Programs and any restrictions on the Vehicles or mix of Vehicles that may or
must be ordered. Without limiting


                                        5

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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


the generality of the foregoing,  Chrysler  expressly  retains the right to make
fleet sales programs available to franchisees of DTAG. Notwithstanding the terms
and  conditions  of any GDP  Program,  DTAG may use Vehicles  made  available by
Chrysler to DTAG under this Agreement in the State of Hawaii.
     3.   ADVERTISING AND PROMOTION
          3.1.  DTAG must advertise, promote, and give exposure to the qualities
and  features  of  Vehicles  in  advertising  or  other  promotional   materials
(including without limitation  magazine,  newspaper,  direct mail, Yellow Pages,
radio,  and  television  advertising,  as well as point of rental  items such as
leaflets,  folders,  brochures,  counter  displays,  and  exhibits)  designed to
promote the rental of Vehicles.  These advertising and promotional activities by
DTAG must all be in accordance with the  advertising and promotional  guidelines
communicated by Chrysler to DTAG.
          3.2.  DTAG   may  not  advertise,   use  or  permit  the  use  in  any
advertisement or promotional material relating to the rental of vehicles, either
the content of which is  controlled  directly or  indirectly by DTAG, or that is
placed or caused to be placed by DTAG,  in either case that  contains any of the
following:
     (a)  Any pictorial reproduction of a vehicle other than a Vehicle:
     (b)  Any reference to any vehicle manufacturer other than DaimlerChrysler;


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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


     (c)  Any reference to any trade name of any line, make or model  of vehicle
          other than the lines, makes and models of Vehicles: and.
     (d)  Any use of Dollar/Thrifty's name, logos, trademarks or service   marks
          as an endorsement   of  or   testimonial  to  any vehicle  other  than
          a  Vehicle,  or to any vehicle manufacturer other than Chrysler.
          3.3. DTAG, its agents and employees may not make any public statement,
(including  without  limitation  in  any  advertising  or  promotional  material
relating to the rental of  vehicles,  either the content of which is  controlled
directly  or  indirectly  by DTAG,  or that is  placed or caused to be placed by
DTAG) that is  disparaging or derogatory  of, or otherwise  detrimental  to, (a)
Chrysler,  (b) any line,  make or model of  Vehicle,  or (c) any  product  sold,
leased or  manufactured  by or for  DaimlerChrysler.  This Section  survives any
termination  of this  Agreement for a reasonable  time, but in no event for less
than one year after that termination.
          3.4.  Notwithstanding  sections 3.2 and 3.3, during  the term  of this
Agreement,  DTAG may enter into an advertising  and promotion  supply  agreement
with another motor vehicle  manufacturer  or  distributor  for the Thrifty daily
rental entity only.  DTAG will give prompt written notice of its entry into such
agreement and,  thereafter,  this Agreement shall be deemed to apply only to the
Dollar daily rental  entity and all other terms and  provisions  will remain the
same.


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<PAGE>


         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


     4.   PAYMENTS
          4.1.  So long as no event of default (as described in sections 5.2 and
5.3) by DTAG has occurred or is  continuing,  while this  Agreement is in effect
Chrysler will pay DTAG the following fixed annual amount.
                 2002 Model Year                     $XXX

                 2003 Model Year                     $XXX

                 2004 Model Year                     $XXX

                 2005 Model Year                     $XXX

                 2006 Model Year                     $XXX

Payments  will be to DTAG on a quarterly  schedule on the first  business day of
each July, October, January and April, commencing with July 2001 and ending with
April 2006. For example,  during the 2002 Model Year Chrysler will pay DTAG $XXX
on the first  business day of July 2001,  October  2001,  January 2002 and April
2002.  If this  Agreement  terminates  earlier than at the end of the 2006 Model
Year, DTAG must immediately refund to Chrysler one-twelfth of the annual payment
for  each  whole  month  remaining  in  the  quarter  in  which  this  Agreement
terminates.  For example,  for the quarter  beginning  on July 1, 2001,  if this
Agreement  terminated  the  subsequent  August 13,  DTAG would be  obligated  to
immediately refund to Chrysler XXX DTAGs ($XXX) (i.e., one whole month remaining
(August 13 to October 1) times $XXX).


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<PAGE>


         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


          4.2.  For each  Vehicle  purchased by  DTAG (but  not for  any Vehicle
purchased by a DTAG  franchisee  pursuant to an assignment  under Section 2.1 of
this  Agreement)  through a Chrysler  fleet sales  program up to the  applicable
maximum  volume  for that  Model  Year set forth  below,  Chrysler  will pay the
following  respective  amount to DTAG on a net 30th proximo basis against a DTAG
invoice therefor:
                                                                    MAXIMUM
                        PER UNIT            TARGET GDP &          VOLUME WITH
    MODEL YEAR           AMOUNT             OTHER VOLUME         15% GDP BONUS

      2002                $XXX                103,261              115,000

      2003                $XXX                 98,913              110,000

      2004                $XXX                 94,565              105,000

      2005                $XXX                 94,565              105,000

      2006                $XXX                 94,565              105,000

     5.   TERM AND TERMINATION
          5.1.  This Agreement will be  effective from the beginning of the 2002
Model Year.  This  Agreement  will  terminate  at the end of the 2006 Model Year
unless earlier  terminated as set forth below.  Either party may make a proposal
to the other party regarding  Chrysler supplying Vehicles to DTAG after the 2006
Model Year. including without limitation an extension of this Agreement,  at any
time after the  beginning  of the 2004 Model Year.  Neither  party is obliged to
agree to all or any part of such a proposal,  and this Agreement may be extended
only by mutual agreement.


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<PAGE>


         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


          5.2.  If a  party (the "Defaulting Party") (a) defaults in  any of its
obligations hereunder,  and fails to remedy such default within thirty (30) days
after such default has been called to its  attention by written  notice from the
other  party,  (b) files a petition  in  bankruptcy,  has an order  entered on a
petition in  bankruptcy  filed  against it, makes a general  assignment  for the
benefit of creditors, or otherwise acknowledges its insolvency,  (c) is adjudged
bankrupt, (d) commences or is placed in complete liquidation, or (e) suffers the
appointment of a receiver for any substantial portion of its business who is not
discharged  within ninety days after  appointment,  then, and in any such event,
the other party at its option may  terminate  this  Agreement  immediately  upon
written notice to the Defaulting Party.
          5.3.  Notwithstanding the provisions of Section  5.2(a), if DTAG fails
to purchase  its minimum  "GDP" and "other"  Vehicles in any given Model Year in
accordance with Section 2.3, or if DTAG fails to purchase its minimum volume for
any given Model Year as set forth in Section 2.4, then Chrysler may  immediately
terminate this Agreement by giving notice of that termination to DTAG.
     6.   CONFIDENTIALITY
The terms and conditions of this Agreement are  confidential and must be treated
as confidential by both parties except as otherwise provided herein. The parties
must maintain the  confidentiality  of such  information  by limiting its use to
fulfilling  their  respective  obligations  under  this  Agreement  and  by  not
otherwise disclosing such confidential information to any third party,


                                       10

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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


except that the parties may disclose the terms and  conditions of this Agreement
(a) as necessary to their  respective  financial  and legal  advisors as long as
those   advisors   are  under  a   professional   obligation   to  maintain  the
confidentiality of those terms and conditions,  and (b) to the extent that those
terms and  conditions  must be furnished to a governmental  authority  (federal,
state, or local),  including,  without limitation, an administrative or judicial
body, as long as the party that must furnish the terms and conditions  takes all
reasonable steps to prevent the subsequent  disclosure of any of those terms and
conditions by the  governmental  authority  through a protective  order or other
similar action.
     7.   WARRANTY AND REPRESENTATION
          DTAG  warrants  and  represents  to  Chrysler, upon which warranty and
representation  Chrysler  has  relied in the  execution  hereof,  that DTAG will
purchase  Vehicles  pursuant to this  Agreement  only for purposes of DTAG using
those Vehicles  itself or DTAG's leasing those Vehicles to its  franchisees  for
use, in either case, in a bona fide daily rental business, and, in any case, not
for resale of those Vehicles as new motor vehicles.
     8.   SEVERABILITY
          Whenever possible, each part of this Agreement  must be interpreted as
being in accordance with and enforceable  under  applicable law. If part of this
Agreement is unlawful or  unenforceable  under applicable law, it is unlawful or
unenforceable  only to the extent  required by applicable law, and the remainder
of this Agreement is otherwise fully effective and enforceable.


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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


Without  limiting  the  foregoing,  if it is unlawful to perform any of the acts
contemplated   to  be  performed   hereunder,   irrespective   of  whether  that
unlawfulness  results  from a change in law, a  temporary  loss of rights by any
party,  or  otherwise,  then this  Agreement  continues  to be  effective to the
fullest  extent  permitted by law,  except that the parties are not obligated to
perform an unlawful act while that act remains unlawful.
     9.   INJUNCTIVE RELIEF
          DTAG  acknowledges  that Chrysler will  suffer  irreparable  harm as a
result of any breach of Sections 3.1, 3.2, or 3.3 or Article 6 of this Agreement
by DTAG.  DTAG also  acknowledges  that in the event of a breach of any of those
Sections  by DTAG,  Chrysler  may  apply  for and will be  entitled  to  receive
injunctive relief from any court of competent  jurisdiction  enjoining DTAG from
any further  breach of its  obligations  under those Sections  without  Chrysler
having to offer specific proof that Chrysler has suffered irreparable harm.
     10.  ADHERENCE BY FRANCHISEES
          Chrysler   acknowledges   that  DTAG's  franchisees   are  independent
businesses  that are not parties to this  Agreement.  DTAG must,  to the maximum
extent  possible  consistent with DTAG's  preexisting  agreements and applicable
law,  obtain the  adherence of DTAG's  franchisees  to the terms of Article 3 of
this Agreement.




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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


     11.  INDEMNIFICATION
          11.1. DTAG must defend, indemnify and hold Chrysler  harmless from and
against any and all  claims,  losses,  damages,  costs and  expenses  (including
without limitation attorneys' fees) resulting from, arising out of, or connected
in any way with (a) any advertising or promotional materials designed to promote
the rental or leasing of  Vehicles  by DTAG or any of its  franchisees,  (b) any
promotional or publicity  items relating to Chrysler or the rental or leasing of
Vehicles by DTAG or any of its franchisees, (c) any franchisee incentive program
or payment  implemented  or promised  by DTAG,  and (d) any  assignment,  or any
failure  to  assign  by  DTAG to a DTAG  franchisee  under  Section  2.1 of this
Agreement  (a  "Claim").  DTAG is not  required to  indemnify  Chrysler  for any
amounts  paid by Chrysler in  settlement  of a Claim if Chrysler  agreed to that
settlement without first obtaining DTAG's written consent to that settlement.
          11.2. If Chrysler  receives  notice of  the commencement or threatened
commencement  of an  action  or  proceeding  involving  a Claim.  Chrysler  will
promptly  notify  DTAG of that Claim.  A failure by Chrysler to promptly  notify
DTAG does not relieve DTAG of its obligations under this Agreement except to the
extent that DTAG can  demonstrate  that that failure  damaged DTAG. DTAG will be
entitled  to have  control  of the  defense or  settlement  of any Claim if DTAG
notifies Chrysler in writing within fifteen days of DTAG's receipt of Chrysler's
notice that DTAG  elects to take  control of the Claim.  In that event  Chrysler
will be  entitled  to  participate  in the  defense  of the Claim and may employ
separate counsel at Chrysler's expense, and DTAG must


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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


obtain  Chrysler's  prior  written  consent to any  settlement  that would cause
injunctive or other equitable relief to be imposed on Chrysler. After any notice
by DTAG that DTAG is taking control of a Claim,  DTAG will not be liable for any
legal expenses  incurred by Chrysler in defense of that Claim.  If DTAG does not
timely  notify  Chrysler  that DTAG  elects  to take  control  of a Claim,  then
Chrysler may defend that Claim in such manner as Chrysler deems appropriate, and
DTAG will bear all costs and expenses of Chrysler's defense.  DTAG will promptly
reimburse   Chrysler  for  those  costs  and  expenses  as  they  are  incurred.
Notwithstanding DTAG's election to control the defense of a Claim, Chrysler will
have the  right  to  engage  separate  legal  counsel  and  DTAG  will  bear the
reasonable fees, costs and expenses of such counsel if defenses may be available
to Chrysler that are different from those  available to DTAG such that an actual
or potential conflict of interest exists between DTAG and Chrysler.
     12.  USE OF TRADEMARKS. TRADE NAMES OR SERVICE MARKS
          Any  use of  either party's trademarks, trade  names or service marks,
including  the manner and  quality in which  those  trademarks,  trade  names or
service marks is reproduced or displayed,  is under the control and  supervision
of the party owning that trademark, trade name or service mark and is subject to
prior written approval by an authorized  representative  of the party owning the
trademark, trade name or service mark.




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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


     13.  SURVIVAL
          The termination of this  Agreement does  not release either party from
any  outstanding  obligations  accruing  prior  to such  termination,  including
without  limitation the payment of monies. The following terms of this Agreement
survive  termination:  Section 3.3, Article 6, Article 8, Article 9, Article 10,
Article 11,  Article 12, and  Article  14.  Each of these terms  survives  for a
period of five years after termination  unless a different period of survival is
set forth for a term.
     14.  AUDIT
          DTAG must maintain, and Chrysler has the right to audit or verify, all
accounts,  books, records and other documents with respect to DTAG's performance
of its obligations under this Agreement.  This right will continue for two years
after the Agreement  terminates.  DTAG must cooperate with Chrysler's reasonable
requests   regarding  the   arrangements   for  conducting   such  an  audit  or
verification.
     15.  NO WAIVER
          Failure by either party to  enforce at any time any of the  provisions
of this  Agreement  or any  rights  that may arise as a result of breach of this
Agreement  by another  party  should not be  construed as a waiver of any of its
rights, does not affect the validity of this Agreement or any part thereof,  and
does not prejudice any party as regards any subsequent action, provided however,
that


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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


a party may  expressly  waive  any of its  rights  under  this  Agreement  by an
appropriate  writing that specifically  refers to the contractual right which is
being expressly waived.
     16.  FORCE MAJEURE
          To the extent that a party is not able to perform an  obligation under
this Agreement due to fire,  flood, a strike or other labor  interruption,  war,
riot, an act of God, an act of government,  insurrection,  civil disturbance, or
other cause beyond that party's reasonable control, that party may not be liable
for failing to perform that obligation,  except that this Article may not excuse
any  party  from  the  obligation  to pay  money  that is  owed.  If  Chrysler's
obligation to make Vehicles available as set forth in Section 2.1 is excused for
one of these causes,  then DTAG's obligations under Sections 2.3 and 2.4 will be
excused to the extent that Chrysler's  obligation to make Vehicles  available is
excused.
     17.  ASSIGNMENT
          This  Agreement may not be assigned. in whole  or in part,  unless the
party  making the  assignment  has first  received  written  permission  for the
assignment from the other party, except that DTAG may unilaterally  exercise its
assignment rights granted under Section 2.1 of this Agreement.
     18.  NOTICES
          In order to be effective, a notice given under this Agreement must be:
     (a)  in writing,


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         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


     (b)  sent by (I) certified mail,  return receipt requested, (ii) facsimile,
with a confirmation copy dispatched  promptly by certified  mail, return receipt
requested. or (iii) by courier service, and.
     (c)  if given to Chrysler, sent to:
          Vice President, General Counsel and Secretary
          Chrysler Corporation
          1000 Chrysler Drive
          Auburn Hills, Ml 48326-2766
          Facsimile:   (248) 512-1772

          and, sent to:
          Vice President, Fleet Operations
          27777 Franklin Road, 19th Floor
          Southfield, MI  48034
          Facsimile:   (248) 948-3883

          or if given to DTAG, sent to:
          President and Chief Executive Officer
          Dollar Thrifty Automotive Group, Inc.
          5330 East 31st Street
          Tulsa, OK 74153-0250
          Facsimile:  (918) 669-3001

     A party may   change  the location  at which it is to  receive  notices  by
notifying the other party of the change in locations. A notice takes effect upon
the earlier of  the notified party  receiving the  notice or five days after the
notice is sent.
     19.  NATURE OF RELATIONSHIP
          The  parties  are neither  partners nor joint venturers.  There is  no
agency  relationship  between  the  parties,  therefore neither  party  has  any
authority to bind the other. Under no


                                       17

<PAGE>


         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.


circumstances may either party's  employees,  contractors or agents be construed
as employees, contractors or agents of the other party.
     20.  THIRD PARTY BENEFICIARIES
          This Agreement is not intended, nor will it be deemed or construed, to
create or confer any rights,  including,  by way of example but not  limitation,
third party  beneficiary  rights, to any person or entity other than Chrysler or
DTAG.
     21.  HEADINGS
          The headings  used in this  Agreement are included  herein and therein
for convenience of reference only and do not constitute a part of this Agreement
for any other purpose and must not have any force or effect in the  construction
of this Agreement.
     22.  ENTIRE AGREEMENT
          This  Agreement  is  the  entire  understanding  between  the  parties
regarding  its subject  matter,  and  supersedes  any  discussion,  negotiation,
agreement or understanding  regarding that subject matter prior to the date this
Agreement is finally executed as set forth below. This Agreement and the party's
obligations arising under it may not be changed except by a writing signed by an
authorized  representative of each party. This Agreement binds and inures to the
benefit of the parties and their  respective legal  representatives,  successors
and permitted assigns.




                                       18

<PAGE>


         CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
             HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
           TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
                                 THE COMMISSION.

     23.  INTERPRETATION
          This Agreement is governed by and must be construed in accordance with
the  law  of  the State  of Michigan as if fully  performed  therein and without
reference to its conflict of laws principles.
     IN WITNESS  WHEREOF,  the parties have executed this Agreement on this 26th
day of June, 2000.

DOLLAR THRIFTY                                   DAIMLERCHRYSLER MOTORS
AUTOMOTIVE GROUP, INC.                           CORPORATION


By:   /S/ JOE CAPPY                              By:    /S/ T.R. CUNNINGHAM
     --------------------                              --------------------
       Joe Cappy                                        T. R. Cunningham
       Chairman & Chief                                 Executive Vice President
       Executive Officer                                Global Sales & Marketing


                                       19

</TEXT>
</DOCUMENT>
