FIFTH AMENDED AND RESTATED SCHEDULE TO
                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT




Borrower:             FLORIDA FINANCE GROUP  INC.
                      LIBERTY FINANCE COMPANY

Address:              5200 S. WASHINGTON
                      TITUSVILLE, FLORIDA 32780-7316

Borrower:             SMART CHOICE RECEIVABLES HOLDING COMPANY
                      P. O. Box 50102
                      Henderson, NV 89016

Date:                 MAY 11, 1998

     This Fifth  Amended and Restated  Schedule  ("Fifth  Amended  Schedule") is
executed in  conjunction  with a certain  Amended and Restated Loan and Security
Agreement  ("Agreement")  of February 4, 1997,  by and  between  FINOVA  Capital
Corporation,  as Lender,  and the above  Borrowers,  as  Borrower.  This  Fourth
Amended  Schedule is an amendment and restatement of the Schedule to Amended and
Restated Loan and Security  Agreement,  dated of even date with the  Agreement,.
that certain  First  Amended and Restated  Schedule to Amended and Restated Loan
and Security  Agreement,  dated April 22, 1997,  that certain Second Amended and
Restated Schedule to Amended and Restated Loan and Security Agreement, dated May
7, 1997,  that  certain  Third  Amended  and  Restated  Schedule  to Amended and
Restated Loan and Security  Agreement,  dated December 30, 1997 and that certain
Fourth Amended and Restated Schedule to Loan and Security Agreement, dated March
27, 1997.

     The terms and provisions of this Fifth Amended Schedule shall supersede all
prior  schedules.  All references to Section numbers herein refer to Sections in
the Agreement.




1.A. BORROWERS (SECTION 1).

     All  references  to  "Borrower"  in any and all Loan  Documents  are hereby
     modified to include the following  Borrower,  as co-borrowers,  jointly and
     severally:

     Florida Finance Group, Inc. -               "FFG" or "Lead Borrower"

     Liberty Finance Company  -                  "Liberty"

     Smart Choice Receivables Holding Company    "Smart Choice Receivables"




1.13.A. MAXIMUM AMOUNT OF AN ELIGIBLE RECEIVABLE (SECTION 1.13).

     The term "Maximum Amount of an Eligible  Receivable"  shall mean the sum of
     Twenty Thousand Dollars  ($20,000.00)  remaining due thereon at any date of
     determination.


1.13.B. MAXIMUM TERM OF AN ELIGIBLE RECEIVABLE (SECTION 1.13).

     The "Maximum  Term of an Eligible  Receivable"  shall be  Forty-Eight  (48)
     months remaining until the due date of such Eligible Receivable at any date
     of determination.


1.13.C. AGING PROCEDURES AND ELIGIBILITY TEST (SECTION 1.13.)

     AGING PROCEDURES FOR A CONTRACTUAL AGING:

     1.   No payment missed or due     =  Current.

     2.   1 to 30 days past due        = "30 day Account".

     3.   31 to 60 days past due       = "60 day Account".

     4.   61 or more days past due     = "60 + day Account"


ELIGIBILITY TEST:

     The  term  "Eligibility   Test"  shall  mean  the  test  to  determine  the
     eligibility of a Receivable  for the purposes of Section 1.13 hereof,  that
     test,  being as follows:  no payment due on said Receivable  remains unpaid
     more than sixty (60) days from the specific  date on which such payment was
     due pursuant to the terms of said Receivable.

1.15 GUARANTOR (WHETHER ONE OR MORE) (SECTION 1.15)

     Smart Choice Holdings, Inc.

     Smart Choice Automotive Group, Inc. 
     (formerly known as Eckler Industries, Inc.)

     First Choice Auto Finance, Inc.


2.1.A. AMOUNT OF REVOLVING CREDIT LINE (SECTION 2.1):

     The Amount of Revolving Credit Line shall be as follows:

     (i)  If the date of  determination  is on or before June 30, 1998, then the
          Amount  of  Revolving  Credit  Line  shall  be Fifty  Million  Dollars
          ($50,000,000.00).


     (ii) If the date of  determination  is on or before  December 31, 1998, but
          after June 30, 1998, then the Amount of Revolving Credit Line shall be
          Sixty Million Dollars ($60,000,000.00).


     (iii)If the date of  determination is on or before June 30, 1999, but after
          December 31, 1998,  then the Amount of Revolving  Credit Line shall be
          Seventy Million Dollars ($70,000,000.00).

     (iv) If the date of  determination  is on or before  December 31, 2001, but
          after June 30, 1999, then the Amount of Revolving Credit Line shall be
          Seventy-Five Million Dollars ($75,000,000.00).


2.1.B. AVAILABILITY ON ELIGIBLE RECEIVABLES (SECTION 2.1):

     The  "Availability  on Eligible  Receivables"  shall be an amount equal to,
     with respect to all Eligible Receivables, on the date of determination, the
     sum of the following:

          (i) Sixty percent  (60%) of the aggregate  unmatured and unpaid amount
          due to Borrower from the Account Debtor named  thereon,  including all
          unearned finance charges,  time price  differentials,  insurance fees,
          discounts,  holdbacks  and  other  fees and  charges  pursuant  to the
          Eligible  Receivables  with an origination  date on or before June 30,
          1998;

          (ii)  Fifty-five  percent (55%) of the aggregate  unmatured and unpaid
          amount  due  to  Borrower  from  the  Account  Debtor  named  thereon,
          including  all unearned  finance  charges,  time price  differentials,
          insurance  fees,  discounts,  holdbacks  and  other  fees and  charges
          pursuant to the Eligible  Receivables  with an origination  date after
          June 30, 1998.

     Notwithstanding  any  provision  contained  in the  Loan  Documents  to the
     contrary, if for the twelve (12) calendar month period immediately prior to
     any  date of  determination,  the  Collateral  Recovery  Rate is less  than
     seventy-two  and  one-half  percent   (72.50%),   or  if  on  any  date  of
     determination,  the Collateral  Performance  Percentage is greater than ten
     percent  (10.0%),  then in either event,  Lender,  in its sole and absolute
     discretion,  may modify the Availability on Eligible advance percentage set
     forth above.

2.2.    STATED INTEREST RATE (SECTION 2.2).


     (i)  The lesser of (a) the  Governing  Rate plus two and  one-half  percent
          (2.50%) per annum; or (b) the Maximum Rate.

     (ii) Notwithstanding the foregoing:

          (a)  if  Borrower  irrevocably  elects to reduce the  Availability  on
               Eligible  Receivables advance rate set forth in Section 2.1.B (i)
               and (ii) to fifty percent (50%), then the Stated Rate of Interest
               shall  be the  lesser  of (1) the  Governing  Rate  plus  two and
               one-quarter percent (2.25%); or (2) the Maximum Rate.

          (b)  if  Borrower  irrevocably  elects to reduce the  Availability  on
               Eligible  Receivables advance rate set forth in Section 2.1.B (i)
               and (ii) to forty percent (40%), then the Stated Rate of Interest
               shall  be the  lesser  of (1) the  Governing  Rate  plus  one and
               one-half percent (1.50%); or (4) (2) the Maximum Rate.

2.3.A. PAYMENTS (SECTION 2.3).

     The first paragraph of Section 2.3 shall be deleted in its entirety and the
     following substituted in lieu thereof:

               2.3  PAYMENTS.  All payments to Lender shall be payable at FINOVA
          Capital  Corporation,  File No. 96425, P. O. Box 1067,  Charlotte,  NC
          28201-1067.  All payments  received pursuant to this Agreement by wire
          transfer or other electronic  transfer method,  where immediate credit
          occurs,  shall be applied to Borrower's  Indebtedness  on the Business
          Day of actual  receipt of such  payment by Lender's  depository  bank,
          payments  received by any other method shall be applied to  Borrower's
          Indebtedness  three (3) Business Days after the actual receipt of such
          payment by  Lender's  depository  bank if such  payment is credited to
          Lender's  account.  The  Indebtedness  shall  be due  and  payable  as
          follows:


2.3.B. MATURITY DATE (SECTION 2.3.C).

     The primary term of this  Agreement  shall expire on December 31, 2001.  If
     Borrower  desires to extend the primary term or any term thereafter of this
     Agreement,  Borrower  shall give Lender  notice of its intent to extend the
     term no earlier  than one hundred  and eighty  (180) days and no later than
     one  hundred  and fifty  (150)  days prior to any  expiration  date of this
     Agreement.  Upon the receipt by Lender of  Borrower's  notice to extend the
     term of this  Agreement,  if Lender desires to renew and extend the term of
     this  Agreement,  Lender shall give Borrower  notice of Lender's  intent to
     extend  the term of this  Agreement,  within  sixty  (60) days of  Lender's
     receipt of  Borrower's  notice to extend.  If Lender does not give Borrower
     notice of Lender's  intent to extend the term of this Agreement  within the
     sixty (60) days period, then it shall be deemed that Lender does not intend
     to  renew  and  extend  the  term of this  Agreement.  Notwithstanding  the
     foregoing,  the  Borrower's  obligation  pursuant to this  Agreement  shall
     remain in full force and  effect  until the  Indebtedness  due and owing to
     Lender has been paid in full.

2.6. LIQUIDATED DAMAGES (SECTION 2.6).

     The amount of "Liquidated Damages" shall be as follows:

          None.


2.8 INTEREST AFTER DEFAULT (SECTION 2.8)

     Section  2.8 of the  Agreement  is  hereby  deleted  and the  following  is
     substituted in lieu thereof:

          "2.8  INTEREST  AFTER  DEFAULT.  Upon the  occurrence  and  during the
          continuation  of an  Event  of  Default,  Borrower  shall  pay  Lender
          interest on the daily outstanding  balance of Borrower's  Indebtedness
          at a rate per annum  that is the  lesser of (i) four  percent  (4%) in
          excess  of the  rate  which  would  otherwise  be  applicable  thereto
          pursuant  to the  Schedule  (Schedule  Section  2.2) or  (ii)  sixteen
          percent (16%)."


2.11. FACILITY FEE (SECTION 2.11).

     Section 2.11 of the Loan Agreement shall be deleted in its entirety.


2.12  CO-BORROWER  PROVISIONS AND TERMINATION FEE (SECTIONS 2.12, 2.13, 2.14 AND
2.15)

     The following  Sections 2.12,  2.13,  2.14 and 2.15 are hereby added to the
     Agreement:

          2.12  APPLICATION OF PAYMENTS.  All payments and collections  shall be
          deemed to be  comprised  of a pro rata  remittance  or payment made by
          each Borrower, based upon the proportion that the Eligible Receivables
          of each Borrower bears to the aggregate of all Eligible Receivables of
          the Borrowers,  as of the date on which such  remittance or payment is
          received by Lender.  In the event such  remittance or payment shall be
          made by the Lead  Borrower,  acting as agent or trustee  for the other
          Borrowers,   each  Borrower   shall  be  deemed  to  have  made  their
          proportionate  amount of such  remittance  or payment to Lender by and
          through such agent or trustee.

          2.13.  ADVANCES TO LEAD  BORROWER.  Borrower  does hereby  irrevocably
          agree that in the event Lender  makes  advances to Lead  Borrower,  as
          agent or trustee  for each of  Borrower,  as  contemplated  in Section
          2.14,  each such advance  shall be deemed to be made to each  Borrower
          based upon a proportion that each Borrower's Eligible Receivables bear
          to  the   aggregate   of  all   Eligible   Receivables   of  Borrower,
          notwithstanding  any  subsequent  disbursement  of said advance by the
          Lead Borrower,  acting as agent or trustee for the  Borrowers.  In the
          event that the actual advances,  direct or indirect,  received by Lead
          Borrower  or any other  Borrower or the balance due to Lender as shown
          in the records of any Borrower shall be disproportionate when compared
          to the  proportion  of the  Eligible  Receivables  of  each  Borrower,
          whether by way of subsequent disbursements by Lead Borrower, acting as
          agent or trustee,  by way of Lender  electing to make advances to each
          Borrower,   as  contemplated  in  Section  2.14  or  otherwise,   such
          disproportionalities  shall be  deemed to have  occurred  by virtue of
          loans made between and among Borrowers.

          2.14 APPOINTMENT OF AGENT.  Lender agrees that, in the sole discretion
          of Lender, Borrower may, by written notice to Lender, designate a Lead
          Borrower to receive  advances  from Lender,  make  payments to Lender,
          communicate  with Lender and generally  represent the interests of the
          Borrowers  with  respect  to the  subject  matter  of this  Agreement;
          notwithstanding the foregoing,  Lender may, at its sole discretion and
          upon notice to each of the Borrowers,  make advances  directly to each
          of the  Borrowers,  require  that  payments  due  hereunder be made to
          Lender by each of the  Borrowers,  require  each of the  Borrowers  to
          communicate  directly with Lender, for its own account,  and generally
          deal independently and separately with each of the Borrowers. Until so
          notified by Lender,  each of the  Borrowers  hereby agree that any and
          all funds advanced by Lender  pursuant to the terms of this Agreement,
          shall  be  advanced  to the  Lead  Borrower  and may be  deposited  or
          transferred into the general  corporate  account of Lead Borrower,  as
          agent and/or  trustee for  Borrowers.  Lead Borrower  hereby agrees to
          keep detailed and accurate records of all such  disbursements  made to
          any other Borrowers.  Lead Borrower hereby agrees to keep detailed and
          accurate  records  of all loans and  dealings  between  or among  Lead
          Borrower and the other Borrowers. Borrowers agree to furnish copies of
          such records to Lender upon  request.  Each  Borrower,  other than the
          Lead Borrower hereby  irrevocably makes,  constitutes,  designates and
          appoints Lead Borrower as its agent and/or  trustee with full power to
          receive  all  notices,  request  all  Advances  hereunder  and to deal
          generally  with Lender as agent and/or  trustee for the  Borrowers and
          Lead  Borrower is hereby  granted full power and authority to bind the
          Borrowers in respect of any term,  condition,  covenant or undertaking
          embraced  in  this  Agreement.   Lender  may,  without   liability  or
          responsibility  to the Borrowers rely upon the  instructions  or other
          communications  of Lead Borrower on behalf of each of the Borrowers in
          connection with any notifications, requests or communications required
          or permitted to be given  hereunder  with the same force and effect as
          if actually  given by each  Borrower;  each Borrower  hereby agrees to
          indemnify  and hold Lender  harmless  from and against any  liability,
          claim,  suit,  action,  penalty,  fine  or  damage  arising  out of or
          incurred in connection with Lender's reliance upon communications from
          Lead  Borrower  on  behalf  of  the  Borrowers.   It  is  specifically
          understood  and agreed that any Advance  made  hereunder  by Lender to
          Lead  Borrower  shall be  considered  and treated as an Advance to the
          Borrowers  and each  Borrower  shall be jointly and  severally  liable
          therefor.

          2.15. TERMINATION FEE. Borrower agrees to pay Lender a Termination Fee
          (Schedule 2.15) upon the termination of the credit facility  evidenced
          by the Loan Documents.  This  Termination Fee shall be due and payable
          together  with the payment in full of the  outstanding  balance of the
          Indebtedness,  whether by a voluntary  prepayment  in full by Borrower
          together  with a request  for Lender to  terminate  Lender's  security
          interest  in the  Collateral,  the  acceleration  of  the  outstanding
          balance  of the  Indebtedness  upon an  Event of  Default  or upon the
          expiration of the term hereof.  This Termination Fee shall be included
          as an Additional Sum as defined in Section 2.7 of the Agreement.


2.15 TERMINATION FEE (SECTION 2.15).

     The  amount  of  the  "Termination  Fee  shall  be  Three  Million  Dollars
     ($3,000,000.00).

3.2. BUSINESS LOCATIONS OF BORROWER (SECTIONS 3.2, 3.6 and 5.1.N.).

     All locations are as set forth on the attach List of Locations


3.16 CROSS COLLATERALIZATION PROVISION (SECTION 3.16)

     The following Section 3.16 is hereby added to the Agreement:

          3.16 CROSS COLLATERALIZATION. Each Borrower agrees that the Collateral
          of each Borrower pledged hereunder shall secure all of the obligations
          of the  Borrowers  to  Lender  hereunder.  Upon and  after an Event of
          Default by any Borrower,  Lender may pursue all rights and remedies it
          may have against all or any part of the  Collateral  regardless of the
          status  of  legal  title  to such  Collateral.  Each  Borrower  hereby
          acknowledges that this Cross  Collateralization of their Collateral is
          in  consideration  of  Lender's  extending  the credit  hereunder  and
          mutually beneficial to each Borrower.

5.1.B. BORROWER'S TRADENAMES (whether one or more) (SECTION 5.1.B.)

     As set forth in List of Tradenames attached hereto


6.2.A. LEVERAGE RATIO LIMIT (SECTION 6.2.J).

     None.


6.2.B.  MINIMUM NET INCOME (SECTION 6.2.K).

     (i)  The Minimum Net Income for each of Florida Finance Group, Inc., Eckler
          Industries, Inc., Smart Cars, Inc., First Choice Stuart 2, Inc., First
          Choice  Stuart  1,  Inc.,  First  Choice  Melbourne  1,  Inc.,  Dealer
          Development Services,  Inc., Dealer Insurance Services, Inc., Easy Pay
          Insurance,  Inc., and First Choice Auto Finance, Inc., Premium Bonding
          &  Insurance  Services,  Inc.,  Wholesale  Acquisitions,   Inc.,  Team
          Automobile Sales & Finance, Inc. and Eckler Corvette Sales, Inc. shall
          be at least One Dollar ($1.00) in each fiscal  quarter,  beginning the
          fiscal quarter ending June 30, 1998 and

     (ii) The consolidated Minimum Income of Smart Choice Automotive Group, Inc.
          ("SCAG")  shall be One Dollar ($1.00) for each fiscal quarter of SCAG,
          beginning with fiscal quarter ending June 30, 1998.


6.2.C.  DISTRIBUTIONS LIMITATION (SECTION 6.2.L).

     No Distributions without the prior written consent of Lender.


6.3.C.  ANNUAL FINANCIAL STATEMENTS (SECTION 6.3).

     Annual  audited  financial  statements  shall be  prepared  by  independent
     certified public accountants, reasonably acceptable to Lender.

8.1.    REIMBURSEMENT OF EXPENSES (SECTION 8.1).

     (i)  Borrowers  shall  reimburse  Lender  an  amount  not to  exceed  Fifty
          Thousand Dollars ($50,000.00), for legal fees and expenses incurred in
          the due  diligence  with  respect to,  negotiations,  preparation  and
          closing of this Fifth  Amended  and  Restated  Schedule to Amended and
          Restated  Loan and  Security  Agreement  and the other Loan  Documents
          executed  in  connection   therewith  and  the   re-documentation  and
          codification  of prior  amendments  to be  prepared  and closed into a
          Second Amended and Restated Loan and Security Agreement and other Loan
          Documents to be executed in connection  therewith,  within thirty (30)
          days after the date of this Fifth  Amended  and  Restated  Schedule to
          Amended and Restated Loan and Security Agreement.

     (ii) Borrowers shall reimburse Lender an amount not to exceed Five Thousand
          Dollars ($5,000.00) for audit fees on a quarterly basis beginning June
          30, 1998.


9.1.    NOTICES (SECTION 9.1).

        Lender:                 FINOVA Capital Corporation
                                (copy each office below with all notices)

               Corporate Finance Office:

                                FINOVA Capital Corporation
                                355 South Grand Avenue, Suite 2400
                                Los Angeles, CA  90071
                                Attn:  John J. Bonano, Senior Vice President
                                Telephone:  (213) 253-1600
                                Telecopy No.:  (213) 625-0268

               Corporate Office:

                                FINOVA Capital Corporation
                                1850 N. Central Avenue
                                Phoenix, AZ  85077
                                Attn:  Joseph R. D'Amore, Senior Counsel
                                Telephone:  (602) 207-4900
                                Telecopy No.:  (602) 207-5543

                Rediscount Finance Office:

                                FINOVA Capital Corporation
                                13355 Noel Road, Suite 800
                                Dallas, TX  75240
                                Attn: Douglas M. Fraser (Account Executive)
                                Telephone:  (972) 458-5600
                                Telecopy No.:  (972) 458-5650

               Borrower:        Florida Finance Group Inc.
                                Liberty Finance Company
                                5200 S. Washington
                                Titusville, Florida 32780-7316
                                Telephone: 407-269-9680
                                Telecopy No.:407-269-1880

               Borrower:        Smart Choice Receivables Holding Company
                                P. O. Box 50102
                                Henderson, NV 89016
                                Telephone: (702) 598-3738
                                Telecopy No.: (702) 598-3651

               Guarantors:      Smart Choice Holdings, Inc.
                                Smart Choice Automotive Group, Inc.
                                First Choice Auto Finance, Inc.
                                5200 S. Washington
                                Titusville, Florida 32780-7316
                                Telephone: 407-269-9680
                                Telecopy No.:407-269-1880



9.16.   AGENT FOR SERVICE OF PROCESS (SECTION 9.16).

     Gary  Smith,  whose  address  is 5200 S.  Washington,  Titusville,  Florida
     32780-7316 (Agent)

    IN WITNESS  WHEREOF,  the parties have executed this Schedule on the day and
year first set forth above.


                      LENDER:

                      FINOVA CAPITAL CORPORATION,
                      a Delaware corporation



                      By: /s/ J. Steven Cammack
                      -------------------------
                      J. Steven Cammack, Vice President (Date)

                      BORROWERS:

                      FLORIDA FINANCE GROUP INC.



                      By: /s/ Gary R. Smith
                      ---------------------
                      Gary Smith,  President   (Date)


                      LIBERTY FINANCE COMPANY



                      By: /s/ Gary R. Smith
                      ---------------------
                      Gary Smith,  President   (Date)

                      
                      SMART CHOICE RECEIVABLES HOLDING COMPANY



                      By: /s/ Gary R. Smith
                      ---------------------
                      Gary Smith,  President   (Date)



                      GUARANTORS:


                      SMART CHOICE HOLDINGS, INC.


                      By: /s/ Gary R. Smith
                      ---------------------
                      Gary Smith,  President   (Date)


                      SMART CHOICE AUTOMOTIVE GROUP, INC.



                      By: /s/ Gary R. Smith
                      ---------------------
                      Gary Smith,  President   (Date)

    
                      FIRST CHOICE AUTO FINANCE, INC.



                      By: /s/ Gary R. Smith
                      ---------------------
                      Gary Smith,  President   (Date)