MODIFICATION AGREEMENT


     This  Modification  Agreement (the "Agreement") is made and entered into as
of the ___ day of April, 1999 by and among Stephens Holding Company  ("Holder"),
Stephens Inc. ("Stephens"),  Eckler Industries,  Inc. ("Maker") and Smart Choice
Automotive Group, Inc. (the "Company").
        
     This  Agreement  relates to (i) that  certain  promissory  note dated as of
October 3, 1997 from  Eckler  Industries,  Inc.  to the order of Stephens in the
face  principal  amount of $1,500,000  ("Note 1"), which has  subsequently  been
assigned to Holder;  (ii) that certain  promissory  note dated as of January 23,
1998 from Eckler Industries, Inc. to the order of Stephens in the face principal
amount of $3,000,000 ("Note 2"), which has subsequently been assigned to Holder;
(iii)  that  certain  promissory  note  dated  as of May 11,  1998  from  Eckler
Industries,  Inc.  to the  order of  Stephens  in the face  principal  amount of
$4,000,000  ("Note 3"), which has subsequently  been assigned to Holder (Note 1,
Note 2 and Note 3 are herein collectively called the "Notes"); (iv) the guaranty
agreement of each of the  above-described  Notes by the  Company,  as amended by
prior  written  instruments,  if any,  among the parties  thereto  (collectively
called the "Guaranty");  (v) any and all pledges,  security agreements and other
instruments and documents that secure, effect or perfect any rights or interests
of Holder or its predecessor in interest relating to the above-described  Notes;
(vi)  the  potential   sale  of  Maker  with  the  assistance  of  Stephens  and
modification of certain terms and conditions  previously agreed to and set forth
in that certain  engagement  letter dated December 23, 1997 from Stephens to the
Company  ("Engagement  Letter")  and as extended by that  certain  Extension  to
Engagement Letter dated March 1, 1999 ("Extension Letter");  and (vii) waiver of
certain fees,  costs and expenses  previously  incurred in  connection  with the
Company's 1998 withdrawn secondary  offering.  The parties acknowledge that they
desire to extend the  maturity  dates of the Notes and to the extent that it may
be necessary,  for Holder to waive any defaults which may now exist.  For and in
consideration  of  the  premises  and  of  the  mutual  promises  and  covenants
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the parties hereto hereby agree as follows: 1. The Company hereby
agrees  that it will  accept any cash  offer to  purchase  the stock,  assets or
business of Maker (excluding the land and buildings)  recommended by Stephens on
or before  December 31,  1999,  provided  that the amount of such cash  proceeds
equals or exceeds $10.0 million  (excluding any and all lease or other income or
proceeds therefrom),  provided however,  that Stephens or any of its affiliates,
agents  or  representatives,  agrees to waive  any and all fees and  claims  for
reimbursement for costs and expenses to which Stephens,  its affiliates,  agents
or representatives,  may be entitled to now or in the future, in connection with
the sale of the Maker,  including without limitation,  any and all such fees and
reimbursements as set forth in the Engagement  Letter and Extension Letter.  The
Company and the Maker  hereby  agree to fully  cooperate  and to exercise  their
reasonable  best  efforts  to  promptly  close  any cash  offer  recommended  by
Stephens.  The Company hereby  reaffirms and agrees that the Company shall repay
in full all of the  indebtedness  evidenced  by the Notes at the  closing of the
sale of such  stock,  assets or  business of Maker.  2.  Stephens,  on behalf of
Stephens and its affiliates, agents and representatives, agrees to waive any and
all claims any and all of such parties has or may have to fees  reimbursement or
for costs and expenses incurred in connection with, arising out of or related to
that  certain  secondary  offer of the  Company's  Common  Stock  filed with the
Securities  and Exchange  Commission  on July 17,  1998,  and as amended by that
certain preliminary offering Prospectus of the Company dated August 21, 1998. 3.
Further provided, that the Company hereby agrees that if the Notes have not been
repaid in full on or before April 30, 2000,  then,  upon request by Holder,  the
Company shall transfer  ownership of the stock,  assets and business of Maker to
Holder, or its designee, in full satisfaction of the indebtedness represented by
the then  outstanding  amount of the Notes and that,  in  conjunction  with such
transfer,  the  Company  shall  permit  Maker to  continue to use and occupy the
offices,  warehouse  spaces and other  business  premises of Maker,  as used and
occupied by Maker during the year preceding the date of this Agreement,  subject
to payment of rent for a period of five (5) years at the then  current rent paid
by Eckler's on the  premises.  4. The Company  hereby agrees that if the Company
issues debt or equity securities,  including (but not limited to) securitization
or other sale or financing of chattel  paper or  receivables  but  excluding the
financing  of this  chattel  paper  through  FINOVA  in the  ordinary  course of
business  consistent with its past practices and excluding floor plan financing,
prior to the repayment in full of the Notes,  the net proceeds of which equal or
exceed  $10.0  million,  the  Company  shall repay the Notes in full out of such
proceeds.  5. The Company  hereby  re-affirms  the rights granted to Stephens to
serve  as  the  lead  managing  underwriter  for  the  Company  and  any  of its
subsidiaries or affiliates and to serve as financial  advisor and/or  investment
banker for the Company and any of its  subsidiaries  or  affiliates on the terms
and  conditions  set forth in Section 4 of that  certain  Amendment  to Guaranty
Agreement  dated as of January 23, 1998 by and among the Company,  the Maker and
Stephens,  and the Company  hereby  confirms the date through  which such rights
shall be applicable through January 31, 2001. 6. Promptly following execution of
this  Agreement,  the  Company  shall  issue to  Stephens  warrants  to purchase
_________  shares of the Common  Stock of the  Company at an  exercise  price of
$_____ per share. Such warrants shall be exercisable for a period of twelve (12)
months and shall also  contain the other terms and  conditions  set forth in the
warrant  agreement  attached hereto as Exhibit "A".  Stephens agrees that to the
extent the Company incurs an expense  related to the value of any such warrants,
Stephens agrees to reimburse the Company in the amount of such expense.  7. Upon
the closing of the sale of the stock,  assets or business of Maker as  described
above,  the Company shall issue to Stephens  warrants to purchase 300,000 shares
of the common stock of the Company,  if such closing  occurs on or before August
31,  1999 and  warrants to purchase  250,000  shares of the common  stock of the
Company,  if such closing occurs after August 31, 1999 and on or before December
31,  1999 and  warrants to purchase  200,000  shares of the common  stock of the
Company,  if such closing  occurs after December 31, 1999 but prior to April 30,
2000, at an exercise  price equal to the greater of (x) the product of ___ times
the  average  closing  price  of such  common  stock  for the ten  trading  days
preceding  the date of such  closing  and (y) the  closing  price of such common
stock on the date of such closing.  All of the aforementioned  warrants shall be
exercisable  for a period of twelve (12) months and shall also contain the other
terms and  conditions  set forth in the  warrant  agreement  attached  hereto as
Exhibit "A".  Stephens  agrees that to the extent the Company  incurs an expense
related to the value of any such  warrants,  Stephens  agrees to  reimburse  the
Company in the amount of such  expense.  8. Holder  hereby  agrees to extend the
maturity date of the Notes to April 30, 2000, on which date all unpaid principal
and all  accrued  and unpaid  interest  on the Notes shall be due and payable in
full.  Maker shall  continue to pay interest on the Notes at the same  intervals
and at the same times provided for in each of the Notes, respectively, until the
maturity date thereof,  as amended hereby. All other terms and provisions of the
Notes shall remain in full force and effect, except as explicitly amended hereby
or as explicitly  amended by a prior written  amendment  thereto executed by the
parties thereto. 9. The Company hereby consents to the extension of the maturity
date of the Notes and to all other  modifications  of the Notes effected by this
Agreement or by any prior written  modification or amendment of any of the Notes
executed by the parties thereto, and the Company hereby re-affirms its agreement
to  guarantee  the Notes on the terms and  conditions  set forth in the Guaranty
Agreement  of the  Company,  as  amended,  under which the Company has agreed to
guarantee  payment  and  performance  of the  Notes,  except  only to the extent
amended by this Agreement.  10. Each party hereto for itself, and its successors
and assigns,  hereby waives,  releases,  and discharges the other parties hereto
and their respective successors,  assigns,  officers,  directors,  shareholders,
employees,  agents  and  representatives,  from  any  and all  claims,  actions,
obligations,  damages,  and liabilities (known or unknown and, past, present, or
future),  which the releasing  party or its successors and assigns,  has (or may
have) by reason of any matter,  cause, or transaction with respect to the Notes,
Engagement Letter, and the Extension Letter, and matters  contemplated  thereby,
and/or  occurring  before  the  effective  date of this  Agreement.  In  witness
whereof, the parties hereto have executed and delivered this Agreement as of the
15th day of April, 1999.


HOLDER:                                     COMPANY:
STEPHENS HOLDING COMPANY            SMART CHOICE AUTOMOTIVE
                                   GROUP, INC.
BY:     ________________________     BY:             ___________________________
NAME:    ________________________ NAME:              ___________________________
TITLE:   ________________________ TITLE:             ___________________________

                                     MAKER:
STEPHENS INC.                               ECKLER INDUSTRIES, INC.
BY:     ________________________     BY:             ___________________________
NAME:    ________________________ NAME:              ___________________________
TITLE:   ________________________ TITLE:             ___________________________