Exhibit 10.F.3

                         SEVERANCE AGREEMENT AND RELEASE

     This Severance  Agreement and Release (this  "Agreement")  is made this 6th
day of March,  2001,  between FINOVA  Capital  Corporation  (the  "Company") and
Gregory C. Smalis ("Employee").

                                    RECITALS

     A. Employee has been an executive officer of the Company and certain of its
affiliates.  In connection with that engagement,  Employee has become a party to
certain  compensation   arrangements,   including  without  limitation  the  (a)
Executive  Retention  Plan, (b) Executive  Severance Plan -- Tier 2, and (c) the
Executive Officer Group Salary Continuation Plan.

     B. Employee is aware that the Company and certain affiliates intend to seek
protection of the  bankruptcy  courts to reorganize  their debts.  In connection
with  those  proceedings,   the  Company's  obligations  pursuant  to  executory
agreements  are subject to rejection by the Company and claims in the bankruptcy
may be subject to uncertainty or delay. In addition,  whether certain  predicate
events will occur is uncertain at this time, which would provide Employee with a
claim for certain compensation if those events occurred.

     C. In  connection  with  Employee's  termination,  Employee and the Company
desire to settle and compromise with finality the  compensation  and claims that
Employee may have pursuant to the terms noted in this agreement.

     Now,  therefore,  in  consideration  of the sums to be paid  and the  other
promises of the parties provided below, the parties agree as follows:

                                   I. GENERAL

     I.1. SEVERANCE DATE. Employee's Severance Date is March 8, 2001.

     I.2.  TIME FOR  ACCEPTANCE.  Employee  may  accept  this  Agreement  within
forty-five  (45) days  from the date of this  Agreement.  If it is not  accepted
within  this  time  period,   the  Company's  offer  of  these  terms  shall  be
automatically revoked.

     I.3.  REVOCATION  OF  ACCEPTANCE.  Employee may revoke  acceptance  of this
Agreement  provided Employee does so in writing,  addressed to William C. Roche,
Senior Vice  President-Human  Resources,  FINOVA  Capital  Corporation,  4800 N.
Scottsdale Road,  Scottsdale,  Arizona  85251-7623,  (telecopier  480/636-6757),
which  revocation must be delivered by hand or telecopier  within seven (7) days
of the date Employee signs a counterpart of this Agreement.

     I.4. EFFECTIVE DATE OF AGREEMENT. The effective date of this Agreement will
be at 8:00 a.m. on the eighth  (8th) day after the Company  receives  Employee's
signed Agreement,  provided Employee has not previously revoked acceptance on or
before that date.
<PAGE>
                         II. BASIC TERMINATION BENEFITS

     The Basic Termination  Benefits  contained in this Part II will be provided
to Employee  regardless of whether Employee enters into this Agreement,  subject
to customary payroll deduction in accordance with Company policy.

     II.1.  SALARY.  On or about the  Severance  Date,  the Company  will direct
deposit, mail or deliver to Employee any salary, wages or other compensation due
Employee through the Severance Date.

     II.2. VACATION.  The check noted in Section II.1 above will include payment
for any unused  current and  carry-over  year vacation  days earned  through the
Severance Date, according to Company policy.

     II.3. INSURANCE AND CONSOLIDATED OMNIBUS BUDGET  RECONCILIATION ACT (COBRA)
BENEFITS.  Employee's medical (including Executive Medical),  vision, dental and
life  insurance  coverages in effect on the  Severance  Date will remain  intact
through the end of the month in which  Severance  occurs.  Employee may make any
changes to Employee's coverages under the Company's various insurance plans only
as  permitted  by such plans or as  otherwise  required by law.  Employee  shall
continue to be responsible  for Employee's  share of the premiums,  co-payments,
deductibles  and other  Employee  charges  attributable  to such  coverage as if
Employee had remained in active service. Following the end of the month in which
Severance  occurs,  Employee,  Employee's  spouse and dependents  have rights to
continue health care coverage at their expense but at the Company's group rates,
pursuant to the federal law commonly known as COBRA, for the period permitted by
that law.  Employee will receive a separate letter more fully  describing  COBRA
benefits within fourteen (14) days of the Severance Date.  Employee may continue
other insurance  benefits (such as life insurance) or convert them to a personal
policy, in either case only to the extent permitted in such plans, if at all.

     II.4.  VESTED  BENEFITS.  Nothing in this Agreement shall limit  Employee's
rights,  if any, to vested and accrued  benefits under the following  plans,  as
such plans may be amended or terminated by the Company from time to time:

     a.   The  FINOVA  Group  Inc.  Pension  Plan,  the  Supplemental  Executive
          Retirement Plan or any other supplemental or other retirement plan.
     b.   The FINOVA Group Inc. Savings Plan (401(k) plan), including the former
          Employee Stock Ownership Plan (ESOP).
     c.   The FINOVA Group Inc. 1992 Stock  Incentive  Plan, and all outstanding
          stock option,  restricted stock and stock  appreciation  rights issued
          thereunder.

Employee may exercise rights and obtain payments and benefits  pursuant to those
plans,  as they may be amended  from time to time.  Nothing  in this  Agreement,
however, shall modify or amend any provisions of those plans or create rights of
Employee to  participate  in those plans or to receive any benefits  thereunder,
other than those to which Employee is otherwise entitled to receive.

                                       -2-
<PAGE>
     II.5. SALARY CONTINUATION.  Provided Executive executes and delivers to the
Company a release  substantively  identical  to the one  contained  in Section V
below within 45 days of the date of this  Agreement  (and subject to a seven day
revocation  period as noted  above),  Executive  will be provided  the  benefits
offered under that plan. The salary continuation benefit under that plan will be
paid ten business  days after  delivery of that release,  provided  Employee the
release  has  not  been  revoked  within  the  seven  day   revocation   period.
Notwithstanding  the above,  the release to be provided  under this section will
not  limit  Employee's  right to asset a claim in the  bankruptcy  court for any
amounts due Employee for the compensation and benefits provided for in Recital A
or in Section II of this  Agreement to the extent not already  paid.  Payment of
such amounts shall be deemed to be a rejection of the severance benefits offered
under  Section  III of  this  Agreement.  If this  Agreement  is  accepted,  the
compensation and benefits of this section will become void.

                             III. SEVERANCE BENEFITS

     The following  Severance benefits shall be provided to Employee in exchange
for  acceptance  and  honor of this  Agreement,  subject  to  customary  payroll
deduction in accordance with Company policy.

     III.1.  SEVERANCE PAY. Employee shall be paid a lump-sum cash payment equal
to Five Hundred Forty Six housand and no/100ths dollars ($546,000.00),  less any
applicable taxes, in lieu of amounts to be provided by Section II.5.

     III.2.  INSURANCE  BENEFITS.  Upon  completion and return of the applicable
COBRA or similar  enrollment  paperwork,  the  Company  will pay any  applicable
premiums for medical,  dental and vision insurance COBRA  continuation  coverage
for the Employee (and the  Employee's  covered  spouse and eligible  dependents)
through the 15th month anniversary of the end of the calendar month in which the
Severance Date occurs,  for the coverage in effect as of the Severance Date (and
for any  additional  children  born or adopted  between  then and the  Severance
Date). The period during which the Company pays the Employee's medical insurance
COBRA  premiums will not extend the period that such coverage is available.  The
Employee must contact the Company Benefits  Assistant within ten (10) days after
the Employee or spouse or  dependents  become  enrolled in another  group health
plan.  The Company  will also  continue to provide  executive  medical  coverage
substantially  similar to that provided by the Company immediately preceding the
Severance Date.

     III.3.  OUTPLACEMENT  SERVICES.  The Company will provide  Executive  Level
outplacement services with a provider selected by the Company, to be used within
15 months of the Severance Date.

     III.4.  CONSULTING ENGAGEMENT.  Employee shall be engaged as an independent
consultant (as such,  "Consultant")  for fifteen months  following the Severance
Date pursuant to the following terms:

          (a)  Consultant  shall  be  engaged  at  the  same  base  rate  as was
Consultant's  base  salary as an Employee in effect  immediately  preceding  the
Severance Date, to be paid monthly on the first business day of the month.

                                       -3-
<PAGE>
          (b) Consultant shall make himself reasonably available during the term
of the engagement to provide transition assistance and advice, answer questions,
participate  in legal  matters as they may arise  concerning  the  Company,  its
affiliates  and their business or legal affairs,  including  providing  truthful
testimony,  and such other matters as the Company reasonably requests. While the
parties  contemplate  that  the  majority  of  the  matters  to be  provided  by
Consultant can be handled from Consultant's  then-present  location,  Consultant
agrees to make  himself  available  at such other  locations  as are  reasonably
required  from time to time.  The parties  will  attempt to  schedule  travel at
mutually acceptable times.  Notwithstanding the above, Consultant agrees to make
himself  available on the premises of the Company  during the first three months
of this consulting  arrangement on a full-time basis, unless otherwise agreed by
the parties.

          (c)  Consultant  shall be reimbursed  for all  out-of-pocket  expenses
incurred by Consultant in connection  with this  engagement  promptly  following
submission of documentation in accordance with Company's  expense  reimbursement
policies.

          (d) Consultant  shall be solely  responsible  for compliance  with law
relating to Consultant's engagement, including without limitation payment of all
taxes.

          (e) Such other  terms as are  mutually  acceptable  to the Company and
Employee.

     III.5. The Company shall pay for financial  counseling  services similar to
those available to the Employee for fifteen months following the Severance Date.

     III.6.  The Company shall pay fifteen months of premiums for life insurance
benefits at the Employee's elections as of the Severance Date.

                       IV. COVENANTS AND ADDITIONAL TERMS

     IV.1. TIMING OF SEVERANCE BENEFITS.

     A. If this  agreement is executed by Employee and delivered to Mr. Roche by
12:00 Noon March 6,  2001,  the  Company  will wire that day to  Security  Title
Agency, Inc., 3620 N. Third Avenue, 2nd Floor,  Phoenix, AZ 85013, Attn: Barbara
McDugald,  602-308-55211,  as escrow  agent,  the sums due  pursuant to Sections
III.1 and III.4 above. The escrow agent shall disburse the funds as follows:

          (a) If Employee has revoked  acceptance of this Agreement on or before
the  Effective  Date,  as noted in Section I.4 above,  then all funds,  less the
reasonable and customary  charges of the escrow agent,  shall be returned to the
Company.

          (b) If Employee has not revoked  acceptance  of this  Agreement by the
Effective  Date,  the escrow agent shall  disburse the full amounts due Employee
pursuant to Section III.1 within one business day  following  that date, in good
funds.

                                       -4-
<PAGE>
          (c) Escrow agent shall disburse to Employee one-fifteenth of the funds
due pursuant to Section III.4 each month  following  the Effective  Date, on the
first business day of the month.

          (d) The  escrow  agent  shall  hold the  funds in an  interest-bearing
account. Interest on the account shall be first applied to the fees and expenses
of the  escrow  agent.  Any  remaining  funds in escrow  after  payment  of such
expenses and all amounts owed to Employee shall be paid to the Company. Employee
will have no right to claim any interest accrued on the account.

          (e) If the Company advises the escrow agent that Employee has breached
his duty to provide the consulting  services as provided in Section III.4 above,
escrow  agent  shall  suspend  payments  to  Employee  under that  section.  The
Company's  notice  shall set forth the  reasons  why it  believes  Employee  has
breached his obligations.  Escrow agent shall notify Employee of that suspension
within 5 days of receipt of that notice from the Company. Employee shall have 15
business  days,  after  delivery of that notice to  Employee's  residence  or to
Employee  in  person,  to set  forth  the  reasons  why  Employee  believes  the
suspension was not  warranted.  If no such objection is received by escrow agent
within that  period,  the escrow agent will return to the Company all funds held
on escrow  pursuant  to Section  III.4,  less the  charges of the escrow  agent,
within 5 business days following the expiration of that period.  If an objection
is received, the escrow agent shall continue to hold those funds in escrow until
otherwise advised by written agreement of the parties or order of an appropriate
court or arbitrator.

          (f)  Employee  acknowledges  that the funds to be  deposited  into the
escrow  account will be net of  applicable  withholding  taxes as if such income
were received in the year 2001 for amounts pursuant to Section III.1. Consultant
shall be responsible for payment of all taxes due on the compensation to be paid
under Section III.4.

          (g) The  Company  shall bear all costs of the escrow  agent  except as
otherwise  agreed to by the parties or as ordered by a court or  arbitrator.  In
the event of breach of this Agreement,  the court or arbitrator  shall award the
expenses of this escrow  arrangement to the prevailing party, in addition to any
other damages to which that party shall be entitled.

          (h) The parties  shall  cooperate  to  negotiate  in good faith and to
execute  appropriate  escrow  instructions  to more fully govern those  escrowed
funds, consistent with the terms of this Agreement.

     B. If Employee  does not execute this  Agreement by the date and time noted
above, then no escrow  arrangements will be established,  except as noted below,
and payments shall be made directly by the Company at the times otherwise called
for under this  Agreement.  Amounts due under  Section III.1 will be paid on the
Effective  Date,  and amounts due on under Section III.4 will be paid monthly as
noted  above,  except to the extent any  payments  hereunder  are required to be
approved by a court in the  proceedings  noted in the recitals  above,  in which
case the payments will be made to the extent approved  following receipt of that
approval.  The Company will escrow the base salary  amount that would be paid to
Employee pursuant to the Executive Officer Group Salary Continuation Plan, to be
paid as provided in Section II.5 above.

                                       -5-
<PAGE>
     IV.2. FORM W-2 OR 1099.  FINOVA will issue to the Internal  Revenue Service
("IRS") and the Employee's state appropriate Forms W-2 or 1099 for all monies or
other benefits paid to Employee under this Agreement.

     IV.3.  EXPENSE   REIMBURSEMENT/OFFSET  RIGHTS.  If  Employee  has  incurred
expenses  prior to the Severance  Date in accordance  with Company  policies and
with proper  approvals,  and  provided  Employee  documents  such  expenses on a
properly completed expense  reimbursement in a form approved by the Company, the
Company shall reimburse Employee for such authorized  expenses.  Notwithstanding
anything in this Agreement to the contrary,  to the extent permitted by law, the
Company may direct any expense  reimbursements,  Severance  pay or other amounts
due  Employee  to any  person or entity  (including  the  Company)  to which any
expenses or other amounts are owed by the Employee, including without limitation
any credit card  companies or other vendors  which have  extended  credit to the
Employee through Company-sponsored programs. The ability of the Company to do so
shall not relieve the Employee of Employee's  obligation to pay any such vendor,
except to the extent actually applied to the account balance.

     IV.4.  CONFIDENTIALITY  OF  FINOVA  INFORMATION.  Employee  agrees  not  to
disclose,  duplicate,  use or  otherwise  appropriate  any  information  that is
confidential or proprietary to the Company, except as otherwise required by law.
Confidential or proprietary  information includes but is not limited to computer
programs,  applications,  systems, techniques,  policies, strategies,  financial
information,  customer  information  or lists,  methods of doing business or any
other  information  Employee  has  learned  or  obtained  during  the  course of
employment with the Company or any of its predecessors. Upon Severance, Employee
shall  immediately  turn over to the  Company  all  Company  property  and other
materials  generated  by  Employee  during  employment  or used by  Employee  in
connection with employment at the Company or any of its predecessors,  including
copies thereof,  in Employee's  possession or control.  Employee  represents and
understands  that  Employee is not  entitled  to receive any amounts  under this
Agreement until all confidential and proprietary  information  within Employee's
possession or control is returned to the Company. Employee agrees not to discuss
FINOVA business or the terms of this Agreement with the media.

     IV.5.  CONFIDENTIALITY  OF THIS AGREEMENT.  Employee agrees not to disclose
the terms of this Agreement to anyone other than Employee's attorney, accountant
or other professional  advisors, or Employee's family members,  requiring any of
them to also keep these terms confidential, except as required by law.

     IV.6. ENTIRE AGREEMENT. Employee agrees that Employee is not relying on any
representations,   promises,  statements  or  agreements  not  contained  in  or
incorporated by reference into this Agreement or in the other written  materials
furnished in connection  with this Agreement or Employee's  Severance.  Employee
agrees that this Agreement,  including the escrow  agreement,  and any documents
incorporated  by reference  are  all-inclusive  and that no  additional  oral or
written  representations,  promises or  agreements  exist with the Company,  the
persons or entities  referenced in the release  paragraphs below or any one else
concerning  the subject  matter  hereof.  This  Agreement  can not be  modified,
amended,  terminated  or  otherwise  changed  unless it is done so pursuant to a
written  document or documents  signed by both the  Employee  and the  Company's
Senior  Vice  President-Human  Resources  (currently  William C. Roche) or other
person authorized by the Company's Chairman.

                                       -6-
<PAGE>
     IV.7.  ADVICE OF COUNSEL.  Employee  acknowledges  that  Employee  has been
advised to consult with an attorney to review the terms and legal effect of this
Agreement,  including the release, at Employee's expense,  and that Employee has
been given a sufficient  opportunity to do so to the extent Employee believes it
appropriate.

     IV.8. NO OTHER AMOUNTS OR BENEFITS DUE EMPLOYEE. Employee acknowledges that
there are no other sums due Employee for salary,  overtime,  vacation, sick pay,
severance pay,  change-in-control pay, bonuses or other compensation or benefits
by the Company or any of its  predecessors or their  affiliates  except for: (a)
the Basic Termination Benefits set forth in Part II, (b) the Severance Benefits,
(c) any  compensation  to be paid prior to the Severance  Date,  (d)  Employee's
vested and accrued  benefits (if any),  as discussed  more fully in Section II.4
above, and (e) rights to indemnification  and directors' and officers' liability
insurance pursuant to the Company's organizational documents,  written agreement
or otherwise. Without limitation,  Employee acknowledges that there are no other
amounts due Employee pursuant to the items noted in Recital A of this Agreement.

     IV.9.  RESIGNATION  FROM ALL POSITIONS.  Employee  hereby resigns as of the
Severance Date from all positions Employee holds with the Company and all of its
affiliates,  plans and programs, including without limitation any positions as a
director,   officer  and  committee  member.  Employee  agrees  to  execute  the
resignation  in  the  form  attached  hereto  to  more  fully  acknowledge  this
resignation.

     IV.10.  NO  SOLICITATION.  Employee  agrees not to directly  or  indirectly
solicit for  employment  any FINOVA  employees  for one year from the  Severance
Date. This prohibition  includes  directing others to solicit FINOVA  employees,
either  for  the  benefit  of  Employee,   Employee's  subsequent  employer,  or
otherwise.

                                       -7-
<PAGE>
                            V. RELEASE FROM LIABILITY

     V.1. RELEASE:

     a.  Subject  to the terms of this  Agreement  and in  consideration  of the
Severance Benefits set forth above, Employee voluntarily and irrevocably (except
for the seven (7) day revocation period noted above) releases and discharges the
Company,  its predecessors,  their respective  affiliates,  and their respective
stockholders,   directors,   officers,  employees,  plan  fiduciaries,   agents,
successors and assigns  (collectively,  "Released Parties") from and against any
and all claims,  obligations,  debts, demands, judgments, or causes of action of
any kind whatsoever, known or unknown, actual or contingent,  whether brought at
law, in equity or otherwise,  based on tort, contract,  statute, or on any other
basis,  which Employee has or may have against any of them or  liabilities  they
may have to Employee (collectively,  "Claims"),  which arise from or are related
to Employee's  employment or relationship with the Company or any other Released
Party,  Employee's  separation  from  employment  from any of them, or any other
matter, cause or thing whatsoever which may have occurred involving Employee and
any Released Party prior to the date of Employee's acceptance of this Agreement.
This release  includes all Claims for equitable  relief,  actual,  compensatory,
consequential, punitive, special, multiple or other damages, expenses (including
without   limitation   attorney's   fees  and  court   costs),   and  all  other
reimbursements  or charges  of any kind.  Employee  hereby  waives any remedy or
recovery that may be sought on  Employee's  behalf by any  government  agency or
other person, to the fullest extent permitted by law.

     b. This release includes without limitation any and all Claims Employee has
or may have against the Company or any other  Released  Party  arising under any
federal, state, local or foreign statute, common or other law, including without
limitation  those  relating to  discrimination  of any type,  unfair  employment
practices,  sexual or other harassment, the Age Discrimination in Employment Act
of 1967,  the Americans  With  Disabilities  Act, the Civil Rights Acts of 1866,
1871, 1964 and 1991, the Equal Pay Act of 1963, the Employee  Retirement  Income
Security  Act of  1974,  the  Internal  Revenue  Code of 1986,  the  Fair  Labor
Standards  Act of 1938,  the Family  and  Medical  Leave Act of 1993,  the Labor
Management  Relations  Act of  1947,  the  National  Labor  Relations  Act,  the
Rehabilitation  Act  of  1973,  and  any  other   employment-related   laws  and
regulations,  as they may be  amended  from  time to time,  as well as all other
Claims Employee has or may have, including without limitation misrepresentation,
fraud, duress,  unfair dealing,  wrongful  termination,  infliction of emotional
distress,  breach of  fiduciary or other duty,  invasion of privacy,  failure to
supervise or train, defamation, breach of contract,  interference with contract,
and all other causes of action of any kind, by whatever name known.

     c.  Employee  agrees to release all such Claims,  whether they are known to
Employee  or unknown  at this  time.  Employee  therefore  waives  and  releases
Employee's rights under any provision of law which states that a general release
does not extend to Claims  which the person does not know or suspect to exist in
his or her favor at the time of executing the release,  which if known to him or
her must have materially affected the settlement.

     V.2.  CONTINUING  RIGHTS TO ENFORCE THIS AGREEMENT.  The above release does
not limit  Employee's  rights to  enforce  the  terms of this  Agreement  to its
fullest extent.  Employee agrees, however, not to initiate or include as a Claim
in any lawsuit, arbitration or other proceeding against the Company or any other

                                       -8-
<PAGE>
Released Party in any court, before any governmental body,  arbitration forum or
otherwise,  any Claim which  Employee has released  above,  except for an action
alleging a breach of this, but only this  Agreement.  In the event that Employee
or the  escrow  agent is  required  to return  all or a portion of the funds due
under this  agreement  to or for the  benefit of the  Company or its  creditors,
Employee  shall be permitted  to assert a claim  against the Company for amounts
Employee can  establish  to be due to Employee  pursuant to those items noted in
Recital A and Section II above,  but no others.  Employee intends to release all
other claims Employee may have against the Company at this time.

     V.3.  PROHIBITION ON OTHER  SUITS/ATTORNEY'S AND EXPERT'S FEES. If Employee
brings any such Claim (except one to enforce this Agreement), Employee agrees to
repay the Company an amount  equal to the  Severance  Benefits and to pay all of
the Company's and other Released Parties' costs expenses and charges  (including
without  limitation their in-house and outside  attorneys' and experts' fees and
expenses) incurred in defending such Claim or enforcing this Agreement.

                                VI. MISCELLANEOUS

     VI.1. NO ADMISSION OF LIABILITY.  Employee agrees that nothing contained in
this Agreement or otherwise shall  constitute or be construed as an admission of
any alleged  liability or wrongdoing by the Company.  The Company denies that it
has ever engaged in any wrongdoing of any kind with respect to Employee.

     VI.2. SEVERABILITY.  Should any part or interpretation of this Agreement be
declared by any court or arbitrator of competent  jurisdiction  to be illegal or
invalid,  the remainder of this Agreement shall remain valid and in effect,  the
invalid  provision  shall be deemed to conform to a valid provision most closely
approximating  the intent of the invalid  provision,  and the invalid  provision
shall not be deemed to be a part of this Agreement.

     VI.3.  GOVERNING LAW. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of Arizona,  without regard to its choice
of law  principles;  provided,  however,  to the extent that Federal laws of the
United States control  interpretation  or enforcement  of this  Agreement,  such
Federal law shall control.

     VI.4.  SEVERANCE PAY PLAN. This Agreement contains  provisions greater than
those offered by The FINOVA Group Inc.  Severance Pay Plan for Senior Executives
(the "Plan"), in which the Company participates. To the extent the provisions of
this Agreement  differ from the Plan, the terms of this Agreement shall control.
The remaining terms of the Plan are hereby incorporated by reference.  A copy of
the Plan as currently in effect has been furnished to Employee.

     VI.5.  SUCCESSORS AND ASSIGNS. This Agreement is binding on and shall inure
to  benefit  of the  parties  hereto  and their  respective  successors,  heirs,
personal representatives and assigns.

                                       -9-
<PAGE>
     VI.6.  ARBITRATION.  The  parties  irrevocably  agree  that  any  disputes,
controversies  or claims they may have  arising out of this  agreement  shall be
settled by binding arbitration pursuant to the rules of the American Arbitration
Association  for  employment  disputes.  The  matter  shall be heard by a single
arbitrator  in  Maricopa  County,   Arizona.  The  arbitrator  shall  award  the
prevailing party its costs,  attorney's fees and disbursements  (including those
of in-house counsel) and other damages.  The decision of the arbitrator shall be
final, except as otherwise required by law.

     VI.7.  WAIVER OF JURY  TRIAL.  EMPLOYEE  AND  COMPANY  HEREBY  WAIVE  THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL IN ANY PROCEEDINGS  ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.


DATED: As of the date and year first noted above.

                                FINOVA CAPITAL CORPORATION


                                 By: /s/ William C. Roche
                                    --------------------------------------------
                                    Title: Senior Vice President-Human Resources

                                      -10-
<PAGE>
                      ACCEPTANCE OF SEVERANCE AGREEMENT AND
        RELEASE BETWEEN FINOVA CAPITAL CORPORATION AND GREGORY C. SMALIS,
                              DATED MARCH 6, 2001.

     I AGREE TO BE BOUND BY THE TERMS  AND  CONDITIONS  OF THE  ABOVE  SEVERANCE
AGREEMENT  AND RELEASE,  INCLUDING  THE RELEASE FROM  LIABILITY  INCLUDED IN THE
AGREEMENT.  I  HAVE  CAREFULLY  READ  AND  UNDERSTAND  THE  PROVISIONS  OF  THIS
AGREEMENT.  I HAVE HAD AN  OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY
AND OTHER ADVISORS OF MY CHOICE,  AND I HAVE BEEN ADVISED TO DO SO. I ENTER INTO
THIS  AGREEMENT  FREELY AND  VOLUNTARILY.  I INTEND TO BE LEGALLY BOUND BY THESE
TERMS.  I FOREVER  WAIVE MY  RIGHTS  TO A JURY  TRIAL  AND  CONSENT  TO  BINDING
ARBITRATION.  I UNDERSTAND THAT I MAY REVOKE THIS AGREEMENT AT ANY TIME WITHIN 7
DAYS OF THE DATE OF MY ACCEPTANCE OF THESE TERMS,  provided I deliver by hand or
facsimile  a  written  signed  statement  to  William  C.  Roche,   Senior  Vice
President-Human Resources, FINOVA Capital Corporation,  4800 N. Scottsdale Road,
Scottsdale,  AZ  85251-7623,  (480)  636-6757,  within that time period.  I have
signed this release before a witness who is at least 21 years of age.


Date:                        March 6, 2001
                             ------------------------------------------

Signature:                   /s/ G.C. Smalis
                             ------------------------------------------

Witness Signature:           /s/ Richard Lieberman
                             ------------------------------------------

Witness Name:                Richard Lieberman
                             ------------------------------------------

Witness Address:             c/o FINOVA
                             ------------------------------------------

                      THIS IS A RELEASE AND LEGAL AGREEMENT
                          READ CAREFULLY BEFORE SIGNING

                                      -11-
<PAGE>
March 5, 2001

                                   RESIGNATION

Board of Directors
FINOVA Capital Corporation

Ladies and Gentlemen:

I hereby resign as a director, officer and/or committee member of FINOVA Capital
Corporation and all its  subsidiaries or other  affiliates and their  respective
plans, to be effective as of the date hereof.


Signature: /s/ Gregory C. Smalis
           ---------------------------------
           Gregory C. Smalis

                                      -12-