SECOND AMENDMENT TO DEALER CAPITAL
                           LOAN AND SECURITY AGREEMENT


     This  Second  Amendment  to  Dealer  Capital  Loan and  Security  Agreement
("Amendment"),  effective as of the day of July, 1998 (the "Effective Date"), by
and between NISSAN MOTOR ACCEPTANCE CORPORATION ("NMAC") and FIRST CHOICE STUART
1, INC., a Florida corporation d/b/a Stuart Nissan ("Dealer").

                              W I T N E S S E T H:

     WHEREAS,  NMAC and B & B Florida  Enterprises,  Inc., a Florida corporation
("B & B") entered into that certain Nissan Motor Acceptance  Corporation  Dealer
Capital Loan and Security Agreement, dated October 12, 1995 (the " Original Loan
Agreement"),  whereby  NMAC  agreed to advance to B & B the  maximum  sum of ONE
MILLION  TWO  HUNDRED  THOUSAND  AND  NO/100   ($1,200,000.00)   DOLLARS,   upon
fulfillment of the terms and conditions thereof by B & B; and

     WHEREAS,  the Original Loan Agreement was subsequently amended September 1,
1997 and again on June 8, 1998 pursuant to that certain Extension Agreement (the
Original Loan Agreement,  as  subsequently  amended,  the "Loan  Agreement") and
Dealer and NMAC wish to further amend the Loan Agreement as provided herein.

     NOW THEREFORE,  in consideration  of the premises,  Ten and No/100 ($10.00)
 Dollars and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

1.   The recitations set forth above are true and correct.

2.   The principal  outstanding  balance  (exclusive  of interest)  owed to NMAC
     under the Loan  Agreement is, as of the Effective  Date of this  Amendment,
     Six  Hundred   Seventy-Six   Thousand   Ninety  Dollars  and  Eighty  Cents
     ($676,090.80).

3.   The second sentence of Article I of the Loan Agreement is hereby deleted in
     its entirety and the following is substituted therefore:


          "From the  Effective  Date of this Dealer  Capital  Loan and  Security
          Agreement  through June 30, 1998 (the "Interest Only Period")  accrued
          interest together with all other fees, costs and charges shall be paid
          monthly  under  this  Agreement.   Commencing  with  the  first  month
          following the  expiration  of the Interest Only Period and  continuing
          each month thereafter,  successive  monthly principal  installments of
          Eleven  Thousand Two Hundred  Sixty-Eight  Dollars and Eighteen  Cents
          ($11,268.18)  each together  with all accrued and unpaid  interest and
          all other fees,  costs and charges shall be paid under this  Agreement
          commencing with the payment due August 15, 1998, followed by one final
          installment on July 15, 2003 equal to the then unpaid  Principal,  all
          accrued and unpaid interest and all other fees,  costs and charges due
          and owing under this Loan.  Interest  shall be  calculated  on a daily
          basis,  computed on the actual  number of days  elapsed over a year of
          365 or 366 days, commencing on the date the Principal is funded.

 4.  NMAC's waiver of any term, provision,  condition,  covenant or agreement of
     the  Loan  Agreement  prior  to the  Effective  Date  hereof  shall  not be
     construed,  in any manner,  to be NMAC's consent to such waiver on or after
     the Effective  Date of this  Amendment.  No waiver of any term,  provision,
     condition,  covenant or agreement herein contained or contained in the Loan
     Agreement shall be effective unless set forth in writing signed by NMAC and
     any such  waiver  shall be  effective  only to the extent set forth in such
     writing.

5.   Dealer agrees to pay any and all documentary  stamps and all penalties,  if
     any, which are assessed by the State of Florida on account of the execution
     and/or delivery of the Loan Agreement  and/or this Amendment.  Dealer shall
     pay such sums immediately upon receipt of notice of such amounts from NMAC.
     If the Dealer fails to pay such sums to NMAC, NMAC may (and without waiving
     such Event of Default),  at its option,  pay such taxes and  penalties) and
     any such payment made by NMAC shall be added to the indebtedness hereof and
     shall bear  interest  from the date  advanced  at the rate of the lesser of
     eighteen  (18%)  percent per annum or the maximum  rate  permissible  under
     Florida law.

6.   The Dealer  hereby  represents,  ratifies and affirms to NMAC that NMAC has
     acted in good faith and has fulfilled and fully  performed its  obligations
     under the Loan  Agreement  and all of its  obligations  with respect to the
     administration and disbursement of the loan proceeds.

7.   Except as  specifically  provided  in this  Amendment,  no part of the Loan
     Agreement or any other instrument securing the Loan Agreement is in any way
     altered, amended or changed.

8.   The parties hereto intend that this Amendment will not disturb the existing
     lien priority of NMAC and that this Amendment will retain the same lien and
     priority as the Loan Agreement which this Amendment modifies.


9.   This  Amendment  shall be  governed  by and  construed  and the  rights and
     obligations  of the parties  under this  Amendment  shall be  determined in
     accordance with the laws of the State of Florida.

10.  This Amendment and the Loan Agreement shall be binding upon and shall enure
     to the  benefit  of the  parties  hereto  and their  respective  personnel,
     representatives, heirs, successors and assigns.

11.  Each  party  to  this  Amendment  acknowledges  that it has  reviewed  this
     Amendment and hereby  declares that the normal rule of  construction to the
     effect that any ambiguities  are to be resolved  against the drafting party
     shall not be employed in the interpretation of this Amendment. In the event
     that  any  terms or  provisions  of this  Amendment  are  held  invalid  or
     unenforceable,  the remaining  terms and conditions of this Amendment shall
     continue to be fully enforceable  without change,  and this Amendment shall
     be  interpreted  as if the  unenforceable  provision  had  not  been a part
     hereof.

12.  NMAC and Dealer each hereby knowingly,  voluntarily and intentionally waive
     any and all  right  either  may have to a trial by jury in  respect  of any
     litigation  (including,  but not limited to, any claims,  cross-claims or a
     third-party  claims)  arising  out of,  under or in  connection  with  this
     Amendment,  the Loan Agreement or any other  agreement  contemplated  to be
     executed in  conjunction  herewith or therewith,  or any course of conduct,
     course of dealing, statements (whether written or verbal) or actions of any
     party hereto.  This  provision is a material  inducement  for NMAC to enter
     into this Amendment.  The Dealer hereby certifies that no representative or
     agent of NMAC nor NMAC's counsel has  represented,  expressly or otherwise,
     that NMAC would not, in the event of such litigation,  seek to enforce this
     waiver of right to jury trial provision.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.

Signed, sealed and delivered in     NISSAN MOTOR ACCEPTANCE CORPORATION
the presence of:
/s/ Christine Baba                By: /s/ Mark Doi
------------------                    ---------------
Witness                           Print Name: Mark Doi
Print Name: Christine Baba        Title:  Commercial Credit Manager

/s/ Pat Yamada
--------------
Witness
Print Name: Pat Yamada

                                   FIRST CHOICE STUART 1, INC.,
                                   a Florida corporation d/b/a Stuart Nissan

/s/ Robert J. Downing              By: /s/ Donna L. Siebel
----------------------------        -----------------------------------------
Witness                             Print Name:  Donna L .Siebel
Print Name: Robert J. Downing       Title: Vice President/Asst. Secretary

/s/ Lori J. Arp
----------------------------
Witness
Print Name: Lori J. Arp


     By  execution  hereof,  the  following  Guarantors,  in their  capacity  as
guarantors  of  the  obligations  of  Dealer  to  NMAC  under  their  respective
Continuing Guaranty Agreement (Corporation) previously delivered to NMAC, hereby
approve  and  consent  to the  execution  and  delivery  of this  Amendment  and
acknowledge and agree that,  notwithstanding  the execution and delivery of this
Amendment, each Guarantor shall have continuing liability under their respective
Continuing  Guaranty  Agreement  (Corporation)  for the obligations of Dealer as
modified by this Amendment.

                     SMART CHOICE AUTOMOTIVE GROUP,
                     INC., a Florida corporation

                     By: /s/ Joseph E. Mohr
                     ----------------------
                     Print Name: Joseph E. Mohr
                     Title: Executive Vice President and 
                            Chief Financial Officer


                     SMART CARS, INC., a Florida corporation

                     By: /s/ Donna L. Siebel                    
                     ----------------------- 
                     Print Name:  Donna L .Siebel 
                     Title: Vice President/Asst. Secretary