EXHIBIT 10.38


THE OPTION AND COMMON STOCK  REFERRED TO HEREIN HAVE NOT BEEN  REGISTERED  UNDER
THE SECURITIES ACT OF 1933, THE FLORIDA SECURITIES ACT, AS AMENDED,  OR THE LAWS
OF  ANY  OTHER  STATE,  AND  ARE  BEING  GRANTED  PURSUANT  TO  EXEMPTIONS  FROM
REGISTRATION  UNDER  THAT ACT AND SUCH  STATE  LAWS.  OPTIONS OR SHARES OF STOCK
ACQUIRED  BY  OPTIONEE  MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT FOR THE OPTIONS OR SHARES OF STOCK UNDER THAT
ACT OR SUCH STATE LAWS AS MAY BE APPLICABLE, OR PURSUANT TO EXEMPTIONS FROM SAID
REGISTRATION  UNDER SAID ACT AND SAID LAWS.  FURTHER,  THIS  AGREEMENT  CONTAINS
SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY OF THE OPTIONS AND SHARES OF STOCK.

                             ECKLER INDUSTRIES, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

     NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement")  effective as of the
5th day of March, 1997, by and among the CONLAN-SMART CHOICE HOLDINGS MANAGEMENT
TRUST under agreement  dated January 29, 1997,  Thomas E. Conlan,  settlor,  and
Gary R.  Smith and  Gerald C.  Parker,  trustees,  and the  PARKER-SMART  CHOICE
HOLDINGS  MANAGEMENT  TRUST under  agreement  dated January 29, 1997,  Gerald C.
Parker,  settlor, and Gary R. Smith and Gerald C. Parker,  trustees (such trusts
are referred to herein as the  "Grantors"),  ROBERT J. ABRAHAMS,  an individual,
(the  "Optionee")  and  ECKLER  INDUSTRIES,  INC.,  a Florida  corporation  (the
"Company").

                                   WITNESSETH:

     WHEREAS,  the settlors of Grantors were founders of Smart Choice  Holdings,
Inc.,   a  Delaware   corporation   that  intends  to  establish  a  network  of
"neighborhood   stores"  for  the  financed  sales  of  motor  vehicles  in  the
Southeastern United States; and

     WHEREAS,  Smart Choice Holdings,  Inc. became a wholly-owned  subsidiary of
the Company pursuant to a merger that closed on January 28, 1997; and

     WHEREAS,  the Grantors  and the Company  believe  that the  attraction  and
retention of key employees such as Optionee is essential to the Company's growth
and success; and

     WHEREAS,  in order to induce  Optionee to serve as the Company's  Chairman,
the Grantors hereby provide Optionee with the following  additional  incentives,
on the terms and conditions set forth herein.

     NOW, THEREFORE,  in consideration of the foregoing recitals, and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereby covenant and agree as follows:

     1. GRANT OF OPTION.  Subject to the terms and  conditions set forth in this
Agreement,  the Grantors  hereby grant to Optionee,  the option to purchase from
the Grantors  (the  "Option"),  210,000  shares of the Class A Common Stock (the
"Common Stock") of the Company (the "Option Shares"),  at the exercise price per
share of $1.00 (the "Option Price"). The Option shall be exerciseable,  in whole
or in part, for a period of five (5) years (the "Exercise Period"), which period
shall  commence on December 1, 1997.  The Option shall vest  immediately so that
the  Optionee  may  exercise  the  Option  as to all the  Option  Shares  on the
execution and delivery of this Agreement.

     The Grantors agree that on any exercise of the Option,  the Option shall be
exercised as to an equal number of Option Shares for each Grantor.

     None of the Options are intended to be "incentive stock options" as defined
in  Section  422(b) of the  Internal  Revenue  Code.  Grantors  and the  Company
represent  and warrant that no action  required of them under this  Agreement or
any other  agreements  or  understandings,  written or oral,  entered  into with
Optionee will conflict with, breach or otherwise impair any previously  existing
agreements or  understandings,  whether  written or oral, into which the Company
and Grantors have entered with other persons or entities.

     2. TERMINATION OF THE OPTION.

     (a) The  Option  shall  terminate  and no  longer be  exercisable  upon the
occurrence of the following:

               (i) In accordance  with the expiration of the Exercise Period set
               forth above;

               (ii) Involuntary dissolution of the Company.

     (b) Termination in the event of death,  disability or termination of status
as an employee.

               (i) If  Optionee  dies while an employee of the Company or within
               three (3) months after  termination  of his status as an employee
               because of his  permanent  disability  (as  defined  below),  his
               Option may be  exercised,  to the extent that the Optionee  shall
               have  been  entitled  to do so on the date of his  death,  by the
               person or persons to whom the  Optionee's  right under the Option
               passes by will or  applicable  law, or if no such person has such
               right,  by his executors or  administrators,  at any time or from
               time to time, but not later than the expiration date specified in
               Section 1 or three (3) months after Optionee's  death,  whichever
               is earlier.

               (ii) If  Optionee's  status as an employee  of the Company  shall
               terminate  because of his total  disability,  he may exercise his
               Option to the extent that he shall have been entitled to do so at
               the date of such  termination,  at any time or from time to time,
               but not later than the expiration  date specified in Section 1 or
               three (3) months after termination of employment,  whichever date
               is earlier.

               (iii)If  Optionee's  status as an employee  of the Company  shall
               terminate (A) involuntarily other than for cause, death, or total
               disability, all rights to exercise his Option, to the extent that
               he  shall  have  been  entitled  to do so at  the  date  of  such
               termination,  shall terminate at the expiration date specified in
               Section  1 or  three  months  after  termination  of  employment,
               whichever  date is  earlier.  (iv)  If  Optionee's  status  as an
               employee of the  Company  shall  terminate  for cause (as defined
               below), all rights to exercise his Options shall terminate at the
               date of such termination.

     (c) "Termination for cause" shall be defined as set forth in the Employment
Agreement  between  Company  and  Optionee  effective  as of  December  1, 1996.
"Permanent disability" shall be defined as set forth in the Employment Agreement
between Company and Optionee effective as of December 1, 1996.

     3.  EXERCISE.  Optionee (or in the case of Optionee's  death or disability,
the legal  representative  of  Optionee)  may  execute the Option only by giving
timely  notice  of  the  exercise  of an  Option  prior  to  the  expiration  or
termination  of the  Exercise  Period to the  Grantors at 5200 South  Washington
Avenue, Titusville,  Florida. Such notice shall state the number of shares to be
purchased  which are  attributable to the Option which is being  exercised,  and
shall be accompanied by the full purchase price for such shares, payable in U.S.
Dollars by  certified  check or bank draft,  unless the  Grantors  shall  permit
payment of the purchase price in another manner.

     4.  DELIVERY OF OPTION  SHARES.  As soon as possible  after  receipt by the
Grantors of a timely  notice of exercise  of any of the  Options  hereunder,  of
payment  therefor,  the  Grantors  shall  transfer  to  Optionee  or  his  Legal
Representative(s), as the case may be, one or more certificate(s) for the number
of shares with respect to which the Options shall have been so exercised.

     5. RESTRICTIONS UPON TRANSFER.

     (a)  Neither the  Optionee  nor any other  person or entity  shall have any
interest  in any  specific  asset or assets or stock of the Company by reason of
the granting of the Options. Any attempt to assign or to transfer this Agreement
or the Options  granted  hereunder,  whether  voluntarily or  involuntarily,  by
operation of law or otherwise,  shall immediately terminate this Agreement,  all
the  Options  granted  hereunder  shall be of no further  force or effect and no
interest or right hereunder shall vest in any other person.

     (b) Nothing in this  Agreement  shall be  construed  in  limitation  of any
restrictions  upon  transfer of any of the Option  Shares  contained  elsewhere,
including  any  restrictions  that  may  be  contained  in  the  Certificate  of
Incorporation or the By-Laws of the Company.

     (c) Nothing in this Agreement  shall be construed as a modification  of any
existing agreements with respect to the gift, sale, purchase,  transfer, pledge,
hypothecation,  or other disposition or encumbrance of the Option Shares between
the parties to this Agreement, or between or among either or both of the parties
to this Agreement and one or more persons not party to this Agreement.

     (d) The Optionee acknowledges that the certificate  evidencing ownership of
the Common Stock will be stamped or otherwise imprinted on the face thereof with
a legend in substantially the following form:

               "The  shares  represented  by  this  Certificate  have  not  been
               registered  under the federal  Securities Act of 1933, as amended
               (the "Act") or any state  securities act. No sale,  offer to sell
               or  transfer of the shares  shall be made  unless a  registration
               statement  under the Act, or any applicable  state statute,  with
               respect to the shares is then in effect or an exemption  from the
               registration requirements of such Act or state statute is then in
               fact applicable to the shares."

     6. RIGHTS AS STOCKHOLDER.

     (a) Optionee shall have none of the rights of a stockholder with respect to
any of the  Option  Shares  until any  Option  granted  herein  shall  have been
exercised and until such  respective  shares  attributable  to such Option shall
have been issued to Optionee.

     (b) Nothing in this Agreement  shall affect in any way the rights or powers
of the Company,  or any parent or subsidiary Company, or any of the directors or
stockholders of any of the Company, to make or authorize any or all adjustments,
recapitalizations,  reorganizations  or other changes in the  Company's  capital
structure or business,  or any merger or  consolidation  of the Company,  or any
issue of  bonds,  debentures,  preferred  or prior  preference  stocks  or other
classes of  securities  ahead of or  affecting  the  Common  Stock or the rights
thereof,  or the  dissolution  or  liquidation  of the  Company,  or any sale or
transfer of all or any part of the Company's assets or business, or any grant of
options  to  purchase  securities  of the  Company  otherwise  than  under  this
Agreement,  or to effect any other  corporate  act or  proceeding,  whether of a
similar character or otherwise.

     (c) If the outstanding shares of Common Stock of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities  of the  Company or of another  corporation  or entity or shares of a
different  par value or  without  par value  through a  recapitalization,  stock
dividend,  stock split,  reverse stock split or a reorganization under which the
Company is not the surviving entity, an appropriate or proportionate  adjustment
shall be made in the number and/or kind of securities  allocated to the Options,
without  change in the  aggregate  Option Price  applicable  to the  unexercised
portion of the  outstanding  Option but with a  corresponding  adjustment in the
Option Price for each share or other unit of any security covered by the Option.
No  adjustment  shall occur under this  Section 6 by virtue of the fact that the
Company  purchases or sells Common  Stock or any  securities  of the Company for
cash.  No  fractional  shares  shall  be  issued  for any  such  adjustment.  No
adjustments  under this  Section  shall be  applicable  in the event the Company
takes any of the aforementioned actions in order to complete a merger, stock for
stock exchange, reorganization or other transaction with Eckler Industries, Inc.

     (d) In the event of the proposed dissolution or liquidation of the Company,
the  Company  shall  cause the Board of  Directors  of the Company to notify the
Optionee  and the  Grantors at least  fifteen  (15) days prior to such  proposed
action.  To the extent it has not been  exercised  during such  fifteen (15) day
period,  these  Options will  terminate as to any  unexercised  portion  thereof
immediately prior to the consummation of such proposed action.

     7. REPRESENTATIONS.  Optionee will acquire Optionee's shares for Optionee's
own account,  for investment  only and without a view to resale or  distribution
except in compliance  with the Securities  Act of 1933, as amended,  ("Act") and
any applicable  state  securities  laws, and upon the acquisition of the shares,
Optionee will enter into such written representations, warranties and agreements
as the Company or the  Grantors may request in order to comply with the Act, any
applicable state securities laws and this Option Agreement.

     8.  RESERVATION.  The Grantors  agree,  at all times during the term of the
Options, to reserve and keep available such number of shares of the Common Stock
as will be sufficient to satisfy the requirements of the Options.

     9. TAX CONSEQUENCES AND WITHHOLDING.  Optionee agrees that the Grantors are
not  responsible  for the tax  consequences  to Optionee of the  granting of the
Options  or  its   subsequent   exercise  by  Optionee,   and  that  it  is  the
responsibility  of  Optionee to consult  with  Optionee's  personal  tax advisor
regarding  all matters with respect to the tax  consequences  of the granting of
the Options and its exercise by Optionee.

     10. GENERAL PROVISIONS.

     (a) AGREEMENT TO BE BOUND BY CONTRACT.  This Agreement shall be binding not
only  by  the   parties   hereto,   but  also  upon  their   heirs,   executors,
administrators,  successors or assigns.  The parties hereto agree for themselves
and their heirs,  executors,  administrators,  successors or assigns, to execute
any  instruments  and to perform  any acts which may be  necessary  or proper to
carry out the purposes of this Agreement.

     (b) AMENDMENT OR ALTERATION.  This Agreement may be altered or amended,  in
whole or in part, at any time, only by a written  instrument  setting forth such
changes signed by all parties hereto.

     (c) WAIVER.  The waiver by any party hereto of a breach of any provision of
this  Agreement  shall not operate or be construed as a waiver of any subsequent
breach by any party.

     (d) NOTICES. Any notices permitted or required hereunder shall be delivered
to the parties personally, by telecopier, or by United States Mail, with postage
prepaid,  certified or registered,  return receipt  requested,  addressed to the
respective parties at the following addresses and telecopier numbers:
<PAGE>

         If to Company or
         Grantors:                  5200 S. Washington Avenue
                                    Titusville, Florida 32780
                                    Attention:  Gary Smith
                                    Telecopier: (407) 383-8822

         If to Optionee:            Robert Abrahams
                                    2610 Crestwood Lane
                                    Deerfield, Illinois 60015


     The date of service of any notice or  communication  hereunder shall be the
date of the hand  delivery or receipt of  telecopy,  or three (3) days after the
mailing,  if mailed by certified mail, return receipt  requested.  A party whose
address or telecopy  number changes shall notify the other party,  in accordance
with this  Section,  within five (5) business  days of such change (the "Changed
Party"). Failure of the Changed Party to notify the other party of such a change
shall constitute a waiver of any right to receive notice under this Agreement by
the  Changed  Party  until such time s the  Changed  Party  shall have  properly
notified the other party in accordance with this Section 10.(d).

     (e) VALIDITY.  In the event that any provision of this  Agreement  shall be
held to be invalid,  the same shall not effect, in any respect,  the validity of
the remainder of this Agreement.

     (f) INTEGRATED  AGREEMENT.  This  Agreement and all agreements  executed in
accordance  with the terms  hereof  constitutes  the  entire  understanding  and
agreement  among the parties  hereto with respect to the subject  matter hereof,
and there are no agreements,  understandings,  restriction,  representations  or
warranties among the parties other than those set forth herein.  Nothing in this
Agreement shall alter,  amend,  modify,  delete,  rescind or otherwise waive any
transfer  conditions to which Holder, or the Securities held by such Holder, may
be subject.

     (g) ATTORNEYS' FEES. In the event any litigation  including any appeals, is
instituted in connection with the breach,  enforcement or interpretation of this
Agreement, including, without limitation, any action seeking declaratory relief,
equitable relief,  injunctive relief, or damages,  the prevailing party shall be
entitled  to  recover  from the  non-prevailing  party all costs,  expenses  and
attorneys'  fees  incurred  in  connection  therewith,  including  any  costs of
collection.

     (h) STATE LAW GOVERNING CONTRACTS.  This Agreement shall be governed by the
laws of the State of Florida.

     (i) NO CONSTRUCTION  AGAINST  DRAFTING PARTY.  Each party to this Agreement
expressly  recognizes  that it results from a  negotiated  process in which each
party was given the  opportunity to consult with counsel and  contributed to the
drafting  of this  Agreement.  Given this fact,  no legal or other  presumptions
against  the  party  drafting  this  Agreement   concerning  its   construction,
interpretation or otherwise accrue to the benefit of any party to this Agreement
and each party  expressly  waives the right to assert such a presumption  in any
proceedings  or  disputes  connected  with,  arising out of, or  involving  this
Agreement.

     IN WITNESS  WHEREOF,  the parties have  executed this  Non-Qualified  Stock
Option Agreement under seal as of the date first above written.

           THE COMPANY:
                           ECKLER INDUSTRIES, INC.


                           By: /s/ Gary R. Smith
                           ---------------------
                           Gary R. Smith

           THE GRANTORS:
                           CONLAN-SMART CHOICE HOLDINGS
                           MANAGEMENT TRUST UNDER AGREEMENT
                           DATED JANUARY 29, 1997


                           By: /s Gary R. Smith
                           --------------------
                           Gary R. Smith, Trustee


                           By: /s/ Gerald C. Parker
                           ------------------------
                           Gerald C. Parker, Trustee
<PAGE>

                           PARKER-SMART CHOICE HOLDINGS
                           MANAGEMENT TRUST UNDER AGREEMENT
                           DATED JANUARY 29, 1997


                           By: /s/ Gary R. Smith
                           ---------------------
                           Gary R. Smith, Trustee


                           By: /s/ Gerald C. Parker
                           ------------------------
                           Gerald C. Parker, Trustee

            THE OPTIONEE:


                           /s/ Robert J. Abrahams
                           ----------------------
                           Robert J. Abrahams