Exhibit 99.4


                                    AGREEMENT

                    Agreement dated as of September 11, 1996 by and
          among HFS Incorporated, a Delaware corporation, Avis
          Acquisition Corp., a Delaware corporation and a wholly owned
          indirect subsidiary of Parent, U.S. Trust Company of
          California, N.A., solely in its capacity as trustee of, and
          on behalf of, the trust forming a part of the Avis, Inc.
          Employee Stock Ownership Plan, and Avis, Inc., a Delaware
          corporation.  Capitalized terms used and not otherwise
          defined herein shall have the meaning ascribed to them in
          the Merger Agreement (as defined below).

                    WHEREAS, the parties hereto have entered into an
          Agreement and Plan of Merger dated as of August 23, 1996
          (the "Merger Agreement"); and

                    WHEREAS, the parties hereto desire to amend the
          Merger Agreement;

                    NOW, THEREFORE, the parties hereto agree as
          follows:

                    Section 8.3(f) AND 8.4(c) of the Merger Agreement
                    shall be amended by adding the words "(excluding
                    any ESOP Shares allocated to the accounts of ESOP
                    Participants after September 10, 1996)" after the
                    words "the ESOP Shares".

                    IN WITNESS WHEREOF, the parties hereto have caused
          this Agreement to be executed on their behalf by their
          respective officers hereunder duly authorized all as of the
          date first written above.

                                        HFS INCORPORATED

                                        By:/s/ James E. Buckman      
                                           ---------------------------
                                           Name:  James E. Buckman
                                           Title: Executive Vice 
                                                  President and 
                                                  General Counsel

                                        AVIS ACQUISITION CORP.

                                        By:/s/ James E. Buckman
                                           ----------------------------
                                           Name:  James E. Buckman
                                           Title: Vice President

                                        AVIS, INC.

                                        By: /s/ Joseph V. Vittoria
                                           ----------------------------
                                           Name:  Joseph V. Vittoria
                                           Title: 

                                        U.S. TRUST COMPANY OF
                                        CALIFORNIA, N.A., solely in
                                        its capacity as trustee of,
                                        and on behalf of, the trust
                                        forming a part of the Avis,
                                        Inc. Employee Stock Ownership
                                        Plan

                                        By:/s/ Norman P. Goldberg
                                           ---------------------------
                                           Name:  Norman P. Goldberg
                                           Title: Managing Director