SETTLEMENT AGREEMENT AND RELEASE

                        --------------------------------

                    (INCLUDING AGREEMENT FOR SALE OF SHARES)

                    ----------------------------------------



         This Agreement, effective November 3, 2000, is made and entered into

among by and among Samuel J. Frankino, individually and as trustee and president

of the Foundation (as defined below), trustee of the Trust (as defined below)

and managing partner of the Partnership (as defined below) ("Frankino"), the

Samuel J. Frankino and Connie M. Frankino Charitable Foundation (the

"Foundation"), the Corrine L. Dodero Trust for the Arts and Sciences (the

"Trust") and Frankino and Frankino Investment Company, a Nevada general

partnership (the "Partnership" and, collectively with Frankino in all capacities

listed above, the Foundation and the Trust, the "Frankino Parties""or

"Sellers"), on the one hand, and National Auto Credit, Inc., a Delaware

corporation (the "Company"), on the other hand.



         WHEREAS, the Frankino Parties own an aggregate of 15,743,012 shares

(the "Shares") of common stock, par value $.05 per share, of the Company

("Company Common Stock"); and



         WHEREAS, certain disputes and differences have arisen between Frankino

and the Company, which disputes have resulted in litigation styled National Auto

Credit, Inc. v. Sam J. Frankino, C.A. No. 17973 and Sam J. Frankino v. David L.

Huber, et al., C.A. No. 17984, both pending in the Court of Chancery of the

State of Delaware (collectively referred to herein as the "Actions"); and



         WHEREAS, Frankino and the Company wish to settle all disputes between

them without the admission of fault by any of them; and



         WHEREAS, the Frankino Parties and the Company wish to waive, as

permitted by Paragraph 4 thereof, the restrictions imposed by the Order

Maintaining Status Quo, dated as of April 13, 2000,



<PAGE>   2



entered in connection with the Actions (the "Status Quo Order") to the extent

necessary to consummate the transactions contemplated hereby; and



         WHEREAS, the Company believes that the settlement and the other

transactions provided for herein are fair to, and in the best interests of, the

Company and its stockholders;



         NOW THEREFORE, in consideration of the above premises and the promises

contained herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, each of the Frankino Parties and

the Company hereby agrees as follows:



         1. Upon the terms and subject to the conditions of this Agreement, at

the closing of the transactions contemplated hereby (the "Closing"), which

Closing is taking place contemporaneously with the execution and delivery of

this Agreement by the parties hereto, Sellers shall sell, convey, assign,

transfer and deliver to the Company, and the Company shall purchase, acquire and

accept from Sellers, good and valid title to all of the Shares, free and clear

of all liens, claims, charges or other encumbrances (collectively, "Liens"). In

consideration of the aforesaid sale, conveyance, assignment, transfer and

delivery of the Shares, at the Closing, the Company shall pay and convey to

Sellers a total of Thirty-Five Million Three Hundred Forty Thousand Dollars

($35,340,000), or $2.245 per Share, in immediately available United States

Dollars, by wire transfer to bank accounts designated by Sellers, as follows:

(a) Frankino: Eighty-Seven Thousand Five Hundred Forty-Seven Dollars and

Forty-One Cents ($87,547.41); (b) Foundation: Twenty-Eight Million Five Hundred

Sixty-Eight Thousand Four Hundred Nine Dollars and Forty-Five Cents

($28,568,409.45); (c) Trust: Four Million Four Hundred Eighty-Nine Thousand Six

Hundred Eleven Dollars and Seven Cents





                                       2

<PAGE>   3



($4,489,611.07); and (d) Partnership: Two Million One Hundred Ninety-Four

Thousand Four Hundred Thirty-Two Dollars and Seven Cents ($2,194,432.07).



         2. Upon the terms and subject to the conditions of this Agreement, at

the closing of each of the transactions contemplated by this Paragraph 2 (the

"Subsequent Closings"), which Subsequent Closings shall take place as soon as is

reasonably practicable following the receipt by the Company of certificates

representing the Additional Sellers' Shares (as defined below) held by each

Additional Seller (as defined below), each of William Maund; Lorraine Dodero;

William Dodero and Lorraine Dodero, as joint tenants; and Lorraine Dodero, as

trustee of a grantor trust for the benefit of Corrine Dodero (collectively, the

"Additional Sellers") shall sell, convey, assign, transfer and deliver to the

Company, and the Company shall purchase, acquire and accept from each such

Additional Seller, good and valid title to all of the shares of Company Common

Stock held by such Additional Seller, as set forth on EXHIBIT I attached hereto

(the "Additional Sellers' Shares"), free and clear of all Liens. In

consideration of the aforesaid sale, conveyance, assignment, transfer and

delivery of the Additional Sellers' Shares, at the Subsequent Closings, the

Company shall pay and convey to each Additional Seller a purchase price equal to

the product of (a) One Dollar and Fifty Cents ($1.50) multiplied by (b) the

number of Additional Sellers' Shares set forth opposite such Additional Seller's

name on EXHIBIT I attached hereto, in immediately available United States

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC