NINTH AMENDED AND RESTATED
                                 PROMISSORY NOTE


$75,000,000.00                               PHOENIX, ARIZONA     MAY 11, 1998


     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 Seventy-Five  Million Dollars  ($75,000,000.00) 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,  dated
        February  4,  1997,   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  June 15, 1998. All outstanding  principal  together with all
        accrued and unpaid interest shall be due and payable, if not sooner paid
        on December 31, 2001. 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 the Loan Agreement.


     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.

     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.

     12. RENEWAL AND EXTENSION.  This Ninth Amended and Restated Promissory Note
is executed in conjunction with that certain Ninth Amended and Restated Schedule
to Loan and Security  Agreement of even date  herewith,  by and between  HOLDER,
MAKER and Guarantors.  This Ninth 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), 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).  that certain
Sixth Amended and Restated  Promissory  Note,  dated May 7, 1997 ("Sixth Amended
Note")  in  the  stated   principal   amount  of  Thirty-Five   Million  Dollars
($35,000,000.00),  that certain  Seventh Amended and Restated  Promissory  Note,
dated December 30, 1997, in the stated principal  amount of Thirty-Five  Million
Dollars   ($35,000,000.00),   and  that  certain  Eighth  Amended  and  Restated
Promissory  Note,  dated March 27, 1998 ("Eighth  Amended Note"),  in the stated
principal   amount  of  Forty-Two   Million  Five   Hundred   Thousand   Dollars
($42,500,000.00).  This Ninth 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 Ninth Amended and Restated
Promissory Note, but are hereby renewed,  extended,  recognized and preserved in
full to secure  payment of this Ninth 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: /s/ Gary Smith
                           ------------------
                           Gary Smith, President

                           Liberty Finance Company
                           a Florida corporation

                           By: /s/ Gary Smith
                           ------------------
                           Gary Smith, President

                           Smart Choice Receivables
                           Holding Company, a Delaware corporation

                           By: /s/ Gary Smith
                           ------------------
                           Gary Smith, President