EMPLOYMENT AGREEMENT





EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated December 31, 2001 and effective

as of November 1, 2001 (the "EFFECTIVE DATE"), between ROBERT V. CUDDIHY, JR.

("EXECUTIVE") and NATIONAL AUTO CREDIT, INC., a Delaware corporation

("Employer").



         In consideration of the premises and the mutual covenants hereinafter

set forth and other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the parties hereto hereby agree as follows:



1.       EMPLOYMENT OF EXECUTIVE



         Employer hereby agrees to employ Executive, and Executive hereby agrees

to be and remain in the employ of Employer, upon the terms and conditions

hereinafter set forth.



2.       EMPLOYMENT PERIOD; EMPLOYMENT YEAR



         2.1 Employment Period. Subject to earlier termination as provided in

Section 5, the term of Executive's employment under this Agreement shall

commence as of the date hereof and shall continue through October 31, 2004 (the

"INITIAL EMPLOYMENT PERIOD"). Unless either party gives notice of non-renewal at

least ninety (90) days prior to the expiration of the Initial Employment Period

or any extension thereof, the term of this Agreement shall be extended for an

additional one (1) year period beyond the end of the Initial Employment Period,

or the end of any extension thereof, as the case may be (the Initial Employment

Period and any extension thereof is hereafter referred to as the "EMPLOYMENT

PERIOD").



         2.2 Employment Year. Each 12-month period ending on October 31 shall be

hereinafter considered an "EMPLOYMENT YEAR."



3.       DUTIES AND RESPONSIBILITIES; PLACE OF PERFORMANCE



         3.1 Duties and Responsibilities. During the Employment Period,

Executive shall have the titles of Chief Financial Officer ("CFO"), Treasurer

and Chief Accounting Officer ("CAO") of the Employer. Executive shall devote

substantially all of his business time to the Employer. Executive shall perform

such duties as are customarily required of a CFO, as well as those normally

required of a Treasurer and CAO, in the areas of, but not limited to, finance,

securities regulation and compliance (including, but not limited to, preparation

and filing of periodic securities reports required by the U.S. Securities and

Exchange Commission, state "blue sky" regulations, or the rules of national

securities exchanges), budgets and operations, and treasury functions, together

with such other matters as he may be reasonably assigned from time to time by

Employer's Chief Executive Officer or the Employer's Board of Directors (the

"BOARD").



         3.2 Place of Performance. In connection with his employment during the

Employment Period, the Executive shall be based at the Employer's principal

offices located in New York, New York.









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4.       COMPENSATION AND RELATED MATTERS



         4.1 Base Salary. Employer shall pay to Executive a base salary at the

rate of $240,000 per annum, subject to increase at the discretion of the Board

(the initial base salary, including any Board approved increase thereof, the

"BASE SALARY"), payable in advance in monthly increments.



         4.2 Annual Bonus. Executive shall receive a cash bonus of at least

$25,000 during each Employment Year (the "MINIMUM BONUS"). Executive's bonus in

any Employment Year may be increased above the Minimum Bonus if, in the opinion

of the Board, such increase is appropriate to reward Executive's performance for

such year (the Minimum Bonus, together with any increase, being hereinafter

referred to as the "BONUS").



         4.3 Automobile Allowance. Employer shall provide Executive with a

monthly allowance during the Employment Period of $700.00 to cover the costs of

a leased automobile, including maintenance, fuel, and insurance.



         4.4 Other Benefits. During the Employment Period, subject to, and to

the extent Executive is eligible under their respective terms, Executive shall

be entitled to receive such fringe benefits as are, or are from time to time

hereafter generally provided by Employer to Employer's senior management

employees or other employees (other than those provided under or pursuant to

separately negotiated individual employment agreements or arrangements) under

any pension or retirement plan, disability plan or insurance, group life

insurance, medical and dental insurance, accidental death and dismemberment

insurance, travel accident insurance or other similar plan or program of

Employer. To the degree that Employer's medical insurance does not fully cover

the cost of an annual physical examination for Executive, Employer shall

reimburse Executive for such expense promptly after such expense is incurred,

not to exceed $1,250.00 annually. Executive's Base Salary shall (where

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