EXHIBIT 4.3



                                             FINOVA/registered trademark/[LOGO]
                                                           FINANCIAL INNOVATORS
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                                                             Rediscount Finance


                           SIXTH AMENDED AND RESTATED
                                 PROMISSORY NOTE

$35,000,000.00                   PHOENIX, ARIZONA                   MAY 7, 1997


         FOR VALUE RECEIVED, the undersigned ("MAKER"), hereby unconditionally
promises to pay to the order of FINOVA CAPITAL CORPORATION, a Delaware
corporation ("HOLDER"), at HOLDER's branch address at 13355 Noel Road, Suite
800, Dallas, Texas 75240, or at such other place as HOLDER may designate in
writing, the principal sum of Thirty Five Million Dollars ($35,000,000.00) or so
much thereof as shall be outstanding from time to time, with interest thereon at
the Stated Interest Rate calculated on the average daily balance outstanding, as
follows:

         1. DEFINITIONS. When used herein, the following terms have the meanings
given in this paragraph:

                  A. LOAN AGREEMENT. The term "Loan Agreement" shall mean that
         certain First Amended and Restated Loan and Security Agreement of even
         date herewith, entered into by and between FINOVA CAPITAL CORPORATION,
         as Lender, and MAKER, as Borrower, and all amendments, substitutions,
         renewals and extensions thereof. All capitalized terms used herein
         which are not expressly defined herein shall have the meanings ascribed
         to them in the Loan Agreement.

                  B. MAXIMUM RATE. The term "Maximum Rate" shall mean the
         highest lawful rate of interest applicable to this NOTE. In determining
         the Maximum Rate, due regard shall be given to all payments, fees,
         charges, deposits, balances and agreements which may constitute
         interest or be deducted from principal when calculating interest.

         2. PAYMENT. The principal and interest of this NOTE are payable as
follows:

                  A. Accrued but unpaid interest for each calendar month during
         the term hereof shall be due and payable monthly, in arrears, on the
         fifteenth (15th) day of the immediately succeeding calendar month
         commencing May 15, 1997. All outstanding principal together with all
         accrued and unpaid interest shall be due and payable, if not sooner
         paid on December 31, 1999. All payments received hereunder shall be
         applied as set forth in the Loan Agreement.

                  B. Notwithstanding the foregoing, principal shall be
         immediately due and payable without written notice and demand from
         Lender in such amounts so that the outstanding balance hereunder does
         not, at anytime, exceed the permitted amount of the Loan as determined
         pursuant to Section 2.1 of the Loan Agreement. The amount of such
         payments shall be determined by HOLDER pursuant to the terms of the
         Loan Agreement and based upon the principal balance of this NOTE then
         outstanding as determined pursuant to the Loan Agreement and as shown
         on the books and records of HOLDER, maintained in accordance with its
         usual practice, the entries of which being prima facie evidence of the
         existence and amounts as therein recorded.

                  C. All of the principal hereunder may be prepaid in full at
         any time; however, such voluntary prepayments shall be subject to the
         voluntary prepayment provisions set forth in Article 2.6 of the Loan
         Agreement.


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         3. PRINCIPAL BALANCE. The unpaid principal balance of this NOTE at any
time shall be the total amounts loaned or advanced hereunder by HOLDER, less the
amount of payments or prepayments of principal made hereon by or for the account
of MAKER. It is contemplated that by reason of payments or prepayments hereon
there may be times when no indebtedness is owing hereunder; but notwithstanding
such occurrences, this NOTE shall remain valid and shall be in force and effect
as to loans or advances made pursuant to and under the terms of this NOTE
subsequent to each such occurrence. All loans or advances and all payments or
prepayments made hereunder on account of principal or interest may be evidenced
by HOLDER, or any subsequent holder, maintaining in accordance with its usual
practice an account or accounts evidencing the indebtedness of MAKER resulting
from all loans or advances and all payments or prepayments hereunder from time
to time in the amounts of principal and interest payable and paid from time to
time hereunder, in which event, in any legal action or proceeding in respect of
this NOTE, subject to Section 2.9 of the Loan Agreement, the entries made in
such account or accounts shall be prima facie evidence of the existence and
amounts of the obligations of MAKER therein recorded. In the event that the
unpaid principal amount hereof, at any time and for any reason, exceeds the
maximum amount hereinabove specified, MAKER covenants and agrees to pay the
excess principal amount immediately without notice or demand; such excess
principal amount shall in all respects be deemed to be included among the loans
or advances made pursuant to the other terms of this NOTE and shall bear
interest at the rate hereinabove stated.

         4. ADVANCES. This Promissory Note is the "Note" referred to in the Loan
Agreement and the Holder is entitled to all the rights, remedies and benefits of
the Lender thereunder. Reference is hereby made to the Loan Agreement for the
terms and conditions under which this Note is to be made and to be repaid.

         5. DEFAULT, REMEDIES. Upon the occurrence and during the continuance of
any one or more of the Events of Default set forth in the Loan Agreement, at the
option of the holder of this NOTE, the entire unpaid principal balance and
accrued and unpaid interest hereon shall at once become due and payable without
notice or demand and the Holder may foreclose and enforce all liens and security
interests securing this NOTE.

         If this NOTE is not paid when due, whether at maturity or by
acceleration, or if it is collected through a bankruptcy, probate, or other
judicial proceeding, whether before or after maturity, MAKER agrees to pay
attorney's fees, together with all actual expenses of collection and litigation
and costs of court incurred by the Holder, whether or not suit is actually filed
or not.

         6. WAIVER. MAKER and all other makers, signers, sureties, guarantors
and endorsers of this NOTE waive demand, presentment, notice of dishonor, notice
of intent to demand or accelerate payment hereof, diligence in the collecting,
grace, notice and protest, and agree to one or more extensions for any period or
periods of time and partial payments, before or after maturity, without
prejudice to HOLDER.

         7. SECURITY. This NOTE is secured by certain security interests as set
forth in the Loan Agreement.

         8. CONTROLLING AGREEMENT. The contracted for rate of interest of the
Loan without limitation, shall consist of the following: (i) the Stated Interest
Rate, calculated and applied to the principal balance of the Note in accordance
with the provisions of this Note and the Loan Agreement; (ii) interest after
Event of Default or due date, calculated and applied to the amounts due under
this Note in accordance with the provisions thereof; and (iii) all Additional
Sums (as herein defined), if any. Borrower agrees to pay an effective contracted
for rate of interest which is the sum of the above-referenced elements.

         All fees, charges, goods, things in action or any other sums or things
of value (other than amounts described in the immediately previous paragraph),
paid or payable by Borrower (collectively, the "Additional Sums"), whether
pursuant to this Note, the Loan Agreement or any other documents or instruments
in any way pertaining to this lending transaction, or otherwise with respect to
this lending transaction, that under any applicable law may be deemed to be
interest with respect to this lending transaction, for the purpose of any
applicable law that may limit the maximum amount of interest to be charged with
respect to this lending transaction, shall be payable by Borrower as, and shall
be deemed to be, additional interest and for such purposes only, the agreed upon
and "contracted for rate of interest" of this lending transaction shall be
deemed to be increased by the rate of interest resulting from the inclusion of
the Additional Sums.


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         It is the intent of the parties to comply with the usury law
("Applicable Usury Law") applicable pursuant to the terms of the preceding
paragraph or such other usury law which is applicable if the law chosen by the
parties is not applicable. Accordingly, it is agreed that notwithstanding any
provisions to the contrary in this NOTE, or in any of the documents securing
payment hereof or otherwise relating hereto, in no event shall this NOTE or such
documents require the payment or permit the collection of interest in excess of
the maximum contract rate permitted by the Applicable Usury Law. In the event
(a) any such excess of interest otherwise would be contracted for, charged or
received from Maker or otherwise in connection with the loan evidenced hereby,
or (b) the maturity of the indebtedness evidenced by this NOTE is accelerated in
whole or in part, or (c) all or part of the principal or interest of this NOTE
shall be prepaid, so that under any of such circumstances the amount of interest
contracted for, charged or received in connection with the loan evidenced
hereby, would exceed the maximum contract rate permitted by the Applicable Usury
Law, then in any such event (1) the provisions of this paragraph shall govern
and control, (2) neither Maker nor any other person or entity now or hereafter
liable for the payment hereof will be obligated to pay the amount of such
interest to the extent that it is in excess of the maximum contract rate
permitted by the Applicable Usury Law, (3) any such excess which may have been
collected shall be either applied as a credit against the then unpaid principal
amount hereof or refunded to Maker, at Holder's option, and (4) the effective
rate of interest will be automatically reduced to the maximum amount of interest
permitted by the Applicable Usury Law. It is further agreed, without limiting
the generality of the foregoing, that to the extent permitted by the Applicable
Usury Law; (x) all calculations of interest which are made for the purpose of
determining whether such rate would exceed the maximum contract rate permitted
by the Applicable Usury Law shall be made by amortizing, prorating, allocating
and spreading during the period of the full stated term of the loan evidenced
hereby, all interest at any time contracted for, charged or received from Maker
or otherwise in connection with such loan; and (y) in the event that the
effective rate of interest on the loan should at any time exceed the maximum
contract rate allowed under the Applicable Usury Law, such excess interest that
would otherwise have been collected had there been no ceiling imposed by the
Applicable Usury Law shall be paid to Holder from time to time, if and when the
effective interest rate on the loan otherwise falls below the maximum amount
permitted by the Applicable Usury Law, to the extent that interest paid to the
date of calculation does not exceed the maximum contract rate permitted by the
Applicable Usury Law, until the entire amount of interest which would have
otherwise been collected had there been no ceiling imposed by the Applicable
Usury Law has been paid in full. Maker further agrees that should the maximum
contract rate permitted by the Applicable Usury Law be increased at any time
hereafter because of a change in the law, then to the extent not prohibited by
the Applicable Usury Law, such increases shall apply to all indebtedness
evidenced hereby regardless of when incurred; but, again to the extent not
prohibited by the Applicable Usury Law, should the maximum contract rate
permitted by the Applicable Usury Law be decreased because of a change in the
law, such decreases shall not apply to the indebtedness evidenced hereby
regardless of when incurred.

         9. APPLICABLE LAW. This NOTE shall be construed in accordance with the
laws of the State of Arizona and the laws of the United States applicable to
transactions in the State of Arizona.

         10. NO WAIVER. No delay on the part of the HOLDER in the exercise of
any power or right under this NOTE, or under the LOAN AGREEMENT or any other
instrument executed in connection herewith, shall operate as a waiver thereof,
nor shall a single or partial exercise of any power or right preclude other or
further exercise thereof or exercise of any other power or right. Enforcement by
HOLDER of any security for the payment hereof shall not constitute any election
by it of remedies so as to preclude the exercise of any other remedy available
to it.

         11. SUCCESSORS, ASSIGNS. The term "HOLDER" shall include all of
HOLDER's successors and assigns to whom the benefits of this NOTE shall inure.


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         12. RENEWAL AND EXTENSION. This Sixth Amended and Restated Promissory
Note is executed in conjunction with that certain Amended and Restated Loan and
Security Agreement of even date herewith, by and between HOLDER, MAKER and
Guarantors. This Sixth Amended and Restated Promissory Note is given in renewal,
extension and rearrangement of and not in payment, satisfaction or
extinguishment of that certain Promissory Note in the original principal amount
of Two Million Dollars ($2,000,000.00), dated February 24, 1994, (the "Prior
Note") executed by MAKER in favor of Greyhound Financial Corporation, the same
being amendments, renewals and extensions of prior instruments as referenced in
the Prior Note, that certain Amended and Restated Promissory Note in the
original principal amount of Four Million Dollars ($4,000,000.00), dated June 8,
1995, ("Amended Note") executed by Maker in favor of FINOVA Capital Corporation,
that certain Second Amended and Restated Promissory Note, dated May 13, 1996
("Second Amended Note") in the stated principal amount of Five Million Dollars
($5,000,000.00), executed by Maker in favor of FINOVA Capital Corporation, that
certain Third Amended and Restated Promissory Note, dated October 15, 1996
("Third Amended Note") in the stated principal amount of Five Million Dollars
($5,000,000.00), that certain Fourth Amended and Restated Promissory Note, dated
February 4, 1997 ("Fourth Amended Note") in the stated principal amount of
Twenty Million Dollars ($20,000,000.00) and that certain Fifth Amended and
Restated Promissory Note, dated April 22, 1997 ("Fifth Amended Note") in the
stated principal amount of Thirty Five Million Dollars ($35,000,000.00). This
Sixth Amended and Restated Promissory Note is secured by liens granted to HOLDER
on certain collateral and is a continuation of MAKER'S obligations to HOLDER and
such obligations and liens, mortgages, deeds of trust or security interests are
not extinguished by this Sixth Amended and Restated Promissory Note, but are
hereby renewed, extended, recognized and preserved in full to secure payment of
this Sixth Amended and Restated Promissory Note and all sums due or to become
due and payable under the Loan Documents.

                                       MAKER:

                                       FLORIDA FINANCE GROUP INC.
                                       A FLORIDA CORPORATION


                                       BY:
                                          ------------------------------------
                                              CHARLES BONNANO, VICE PRESIDENT



                                       LIBERTY FINANCE COMPANY
                                       A FLORIDA CORPORATION


                                       BY:
                                          ------------------------------------
                                              CHARLES BONNANO, VICE PRESIDENT



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