SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT




                           FLORIDA FINANCE GROUP INC.
                             LIBERTY FINANCE COMPANY
                    SMART CHOICE RECEIVABLES HOLDING COMPANY
                         FIRST CHOICE AUTO FINANCE, INC.
                                   Co-Borrowers


                Florida Finance Group, Inc.'s FEID No.59-2385410
                  Liberty Finance Company's FEID No. 59-2530982
         Smart Choice Receivables Holding Company's FEID No. 88-0381833
              First Choice Auto Finance, Inc.'s FEID No. 59-3231285

                               5200 S. WASHINGTON
                         TITUSVILLE, FLORIDA 32780-7316

         Address for Florida  Finance Group,  Inc.,  Liberty Finance Company and
First Choice Auto Finance, Inc.

                                 P.O. BOX 50102
                             HENDERSON, NEVADA 89016
              Address for Smart Choice Receivables Holding Company


                                $100,000,000.00
                                 Amount of Loan


                                NOVEMBER 9, 1998
                                     (DATE)


<PAGE>


                               REDISCOUNT FINANCE

                                TABLE OF CONTENTS


1.       DEFINITIONS                                        5
         1.1.     ACCOUNT DEBTOR                            5
         1.2.     AGREEMENT                                 6
         1.3.     BUSINESS DAY                              6
         1.4.     CHARGE OFFS                               6
         1.5.     CODE                                      6
         1.6.     COLLATERAL                                6
         1.7.     COLLATERAL PERFORMANCE PERCENTAGE         6
         1.8.     COLLATERAL RECOVERY RATE                  6
         1.9.     COMMONLY CONTROLLED ENTITY                6
         1.10.    COST OF GOODS SOLD                        6
         1.11.    DEFAULT                                   6
         1.12.    DISTRIBUTIONS                             6
         1.13.    ELIGIBLE INVENTORY                        6
         1.14.    ELIGIBLE RECEIVABLES                      6
         1.15.    ERISA                                     7
         1.16.    GAAP                                      7
         1.17.    GUARANTOR                                 7
         1.18.    GUARANTY AGREEMENT                        7
         1.19.    GOVERNING RATE                            7
         1.20.    INCLUDED REBATE PERCENTAGE                7
         1.21.    INCLUDED REBATES                          7
         1.22.    INDEBTEDNESS                              7
         1.23.    INVENTORY                                 7
         1.24.    INVENTORY BORROWER                        7
         1.25.    INVENTORY CREDIT FACILITY                 8
         1.26.    LEVERAGE RATIO                            8
         1.27.    LOAN DOCUMENTS                            8
         1.28.    MAXIMUM RATE                              8
         1.29.    NET INCOME                                8
         1.30.    NONPAYMENT NET RECEIVABLE REDUCTIONS      8
         1.31.    NOTE                                      8
         1.32.    PLAN                                      8
         1.33.    RECEIVABLES                               8
         1.34.    RECEIVABLES BORROWERS                     8
         1.35.    RECEIVABLES CREDIT FACILITY               8
         1.36.    REQUEST FOR ADVANCE                       8
         1.37.    SCHEDULE                                  8
         1.38.    SUBORDINATED DEBT                         8
         1.39.    TANGIBLE NET WORTH                        8    

2.  LOAN                                                    8
         2.1.     AMOUNT OF LOAN                            8
         2.2.     INTEREST RATE                             9
         2.3.     PAYMENTS                                  9
         2.4.     PAYMENT DUE ON A NON-BUSINESS DAY         9
         2.5.     MANDATORY PAYMENTS                        9
         2.6.     VOLUNTARY PREPAYMENTS                     9

<PAGE>

         2.7.     MAXIMUM INTEREST; CONTROLLING AGREEMENT   9
         2.8.     INTEREST AFTER DEFAULT                    10
         2.9.     STATEMENT OF ACCOUNT                      10
         2.10.    APPLICATION OF PAYMENTS                   11
         2.11.    ALLOCATION OF PAYMENTS                    11
         2.12.    ADVANCES TO LEAD BORROWER                 11
         2.13.    APPOINTMENT OF AGENT                      11
         2.14.    TERMINATION FEE                           12
         2.15.    INVENTORY CREDIT LINE                     12
         2.16.    RECEIVABLES CREDIT FACILITY               12

3.  SECURITY                                                12
         3.1.     SECURITY INTEREST                         12
         3.2.     FINANCING STATEMENTS AND FURTHER 
                  ASSURANCES                                12
         3.3.     PLEDGE OF RECEIVABLES                     13
         3.4.     FAILURE TO DELIVER                        13
         3.5.     NOTICE OF COLLATERAL ASSIGNMENT           13
         3.6.     LOCATION OF RECEIVABLES                   13
         3.7.     RECORDS AND INSPECTIONS                   13
         3.8.     ADDITIONAL DOCUMENTS                      13
         3.9.     COLLECTION                                13
         3.10.    BLOCKED ACCOUNTS                          13
         3.11.    PROTECTION OF RECEIVABLE RECORDS          14
         3.12.    USE OF COLLECTIONS AND MODIFICATION 
                  OF RECEIVABLES                            14
         3.13.    USE OF PROCEEDS                           14
         3.14.    RETURN OF COLLATERAL                      14
         3.15.    LENDER'S PAYMENT OF CLAIMS                14
         3.16     CROSS COLLATERALIZATION                   14

4.  CONDITIONS OF CLOSING; SUBSEQUENT ADVANCES              14
         4.1.     INITIAL ADVANCE                           14
         4.2.     SUBSEQUENT ADVANCES                       15
         4.3.     ORAL REQUEST FOR ADVANCE                  16
         4.4.     ALL ADVANCES TO CONSTITUTE ONE LOAN       16
         4.5.     ADVANCES                                  16

5.  REPRESENTATIONS AND WARRANTIES OF BORROWERS AND 
    GUARANTOR                                               16
         5.1.     REPRESENTATIONS AND WARRANTIES            16
         5.2.     WARRANTIES AND REPRESENTATIONS AS TO 
                  ELIGIBLE RECEIVABLES                      18

6.  COVENANTS AND OTHER AGREEMENTS                          19
         6.1.     AFFIRMATIVE COVENANTS                     19
         6.2.     NEGATIVE COVENANTS                        19
         6.1.     REPORTING REQUIREMENTS AND ACCOUNTING 
                  PRACTICES                                 20
         6.2.     PLEDGE OF RECEIVABLES                     20
         6.3.     ACCOUNT DEBTORS' ADDRESSES                21
         6.4.     FINANCIAL REPORTS                         21
         6.5.     FINANCIAL STATEMENTS OF GUARANTORS        21
         6.6.     NOTICE OF CHANGES                         21

7.  EVENTS OF DEFAULT AND REMEDIES                          21
         7.1.     EVENTS OF DEFAULT                         21
         7.2.     ACCELERATION OF THE INDEBTEDNESS          22
         7.3.     LOUISIANA CONFESSION OF JUDGMENT          22
         7.4.     REMEDIES                                  23
         7.5.     NO WAIVER                                 24

<PAGE>

         7.6.     APPLICATION OF PROCEEDS                   24
         7.7.     APPOINTMENT OF LENDER AS ATTORNEY-IN-FACT 24

8.  EXPENSES AND INDEMNITIES                                25
         8.1.     REIMBURSEMENT FOR EXPENSES                25
         8.2.     LENDER'S EXPENSES AND ATTORNEY'S FEES     25
         8.3.     GENERAL INDEMNIFICATION                   25
         9.2.     PARTICIPATIONS                            25
         9.3.     SURVIVAL OF AGREEMENTS                    26
         9.4.     NO OBLIGATION BEYOND MATURITY             26
         9.5.     PRIOR AGREEMENTS SUPERSEDED               26
         9.6.     PARTIES BOUND                             26
         9.7.     NUMBER AND GENDER                         26
         9.8.     NO THIRD PARTY BENEFICIARY                26
         9.9.     EXECUTION IN COUNTERPARTS                 26
         9.10.    SEVERABILITY OF PROVISIONS                26
         9.11.    HEADINGS                                  26
         9.12.    SCHEDULES AND EXHIBITS                    26
         9.13.    FURTHER INSTRUMENTS                       26
         9.14.    LENDER'S EXPENSES AND ATTORNEY'S FEES     26
         9.15.    GOVERNING LAW                             27
         9.16.    JURISDICTION AND VENUE                    27
         9.17.    WAIVER                                    27
         9.18.    ADVICE OF COUNSEL                         27
         9.19.    WAIVER OF RIGHT TO TRIAL BY JURY          27

<PAGE>


                           SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT



BORROWER:                  FLORIDA FINANCE GROUP INC.
                           LIBERTY FINANCE COMPANY
                           FIRST CHOICE AUTO FINANCE, INC.

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

BORROWER:                  SMART CHOICE RECEIVABLES HOLDING COMPANY

ADDRESS:                   P. O. BOX 50102
                           HENDERSON, NV 89016

DATE:

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY  AGREEMENT is entered into on
the above date  between  FINOVA  CAPITAL  CORPORATION,  a  Delaware  corporation
("Lender"),  whose  corporate  address is Dial  Tower,  Dial  Corporate  Center,
Phoenix, Arizona 85077 and whose Rediscount Finance Office address is 13355 Noel
Road, Suite 800, Dallas, Texas 75240 and the borrowers named above (collectively
referred to herein as the  "Borrowers"  and  singularly as  "Borrower"),  all of
whose chief executive  offices are located at the above addresses  (collectively
referred to herein as "Borrowers' Address"),  as an amendment and restatement to
that  certain  Loan and  Security  Agreement,  dated  February 24, 1994 and that
certain First Amended and Restated Loan and Security  Agreement,  dated February
4, 1997, and not an extinguishment  of any obligations  evidenced  thereby.  The
terms and  provisions  set forth herein and in the other  documents  executed in
conjunction herewith shall supersede all prior agreements.

     Each Borrower shall be separately defined as set forth in the Schedule. All
representations,   warranties,  covenants,  agreements,   undertaking  or  other
obligations  of  Borrowers  as set forth in this  Agreement  and all other  Loan
Documents are made by each Borrower as if separately set forth for each Borrower
in this  Agreement and the other Loan  Documents.  All  financial  covenants and
ratios set forth  herein  shall be applied to the  Borrowers  in the  aggregate,
except as otherwise specifically set forth in the Loan Documents.


1. DEFINITIONS

1.1. ACCOUNT DEBTOR. The term "Account Debtor" shall mean any person or persons
that  are an  obligor  in  any  contractual  arrangement  with  Borrower  or any
co-signor in respect of any Receivable.

1.2.  AGREEMENT. The term  "Agreement"  shall  mean  this  Loan  and  Security
Agreement and any amendment, modifications or extension hereof.

1.3.  BUSINESS  DAY The term  "Business  Day" shall  mean a day,  other than a
Saturday  or Sunday,  on which  commercial  banks are open for  business  to the
public in Phoenix, Arizona and New York, New York.

1.4.  CHARGE OFFS. The term "Charge Offs" shall mean the amount due  (including
the principal balance plus all earned fees and charges) pursuant to a Receivable
on the date that Borrower charges off such Receivable as uncollectible, pursuant
to Borrower's policies and/or procedures.

1.5.  CODE. The term "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended from time to time.

1.6.  COLLATERAL. The term  "Collateral"  shall have the  meaning set forth in
Section 3.1. hereof.

1.7.  COLLATERAL  PERFORMANCE  PERCENTAGE. The  term  "Collateral  Performance
Percentage" shall mean, on any date of determination,  the percentage determined
by the aggregate of all of the outstanding balances, including accrued interest,
for all  Receivables  that are sixty (60) days or more past due or are otherwise
ineligible  Receivables  divided  by the  aggregate  of  all of the  outstanding
balances, including accrued interest, for all Receivables.

1.8. COLLATERAL RECOVERY RATE. The term "Collateral  Recovery Rate" shall mean,
for any  period  of  determination,  (i)  the  total  cash  collected  from  all
Receivables  (including  but not  limited to all cash  proceeds  from charge off
recoveries,  with such charge off  recoveries  calculated  at wholesale  value),
divided  by (ii) the sum of (a) the  Included  Rebates  plus (b) the total  cash
collected  from all  Receivables  (excluding  all cash  proceeds from charge off
recoveries) plus (c) the aggregate of all Charge Offs for that period.

1.9. COMMONLY  CONTROLLED ENTITY. The term "Commonly  Controlled  Entity" shall
mean an entity, whether or not incorporated,  which is under common control with
Borrower  within the meaning of Section 414(b) or (c) of the Code.  

     1.10.  COST OF GOODS SOLD.  The term "Cost of Goods Sold" shall mean,  with
respect to the vehicle that secures the  repayment of a  Receivable,  the sum of
(i) the direct cost paid for such  vehicle,  (ii)  reconditioning  costs,  (iii)
taxes paid with respect to the sale of such vehicle,  (iv) cost of  registration
and application for title and (v) all commissions  paid by Borrower with respect
to the sale of such vehicle that generated such Receivable.

1.11. DEFAULT. The term "Default" shall mean an event which with the passage of
time or notice or both  would  constitute  an Event of  Default  (as  defined in
Section 7.1).

1.12. DISTRIBUTIONS. The term "Distributions" shall mean any dividends or other
distribution of earnings to Borrower's shareholders.

1.13. ELIGIBLE INVENTORY. The term "Eligible  Inventory" shall mean Inventory of
Borrower that are acceptable to Lender,  in its reasonable  discretion,  and, in
each  case,  that meet,  at a minimum,  all of the  following  requirements  (i)
consist  of motor  vehicles  available  for resale to  consumers,  which are not
obsolete or  unmerchantable  (ii) do not exceed the Maximum  Mileage of Eligible
Inventory  (SCHEDULE  SECTION  1.13.A.),  the Maximum Age of Eligible  Inventory
(SCHEDULE SECTION 1.13.B.) or the Maximum Cost of Eligible  Inventory  (SCHEDULE
SECTION 1.13.C.);  (iii) meets all standards imposed by any governmental  agency
or   authority;   (iv)   conforms  in  all  respects  to  the   warranties   and
representations  set forth herein;  (v) is at all times subject to Lender's duly
perfected,  first priority security interest; (vi) is situated at a First Choice
location  (SCHEDULE  SECTION  3.2);  (v)  Lender  has  in  its  possession,  the
certificate of title or other similar  document (with all prior liens released),
together with applicable  assignments or other transfer  documents which if file
with the appropriate  governmental agency could transfer such title to Borrower;
(vi) such vehicle is not purchased from an entity that has any common ownership,
direct or  indirect,  with that of  Borrower;  (vi)  such  vehicle  has not been
repossessed by Borrower or any entity that has any common  ownership,  direct or
indirect, with that of Borrower; and (vii) such vehicle not be owned by Borrower
for more than the Maximum Ownership (SCHEDULE SECTION 1.3.D.)

1.14. ELIGIBLE  RECEIVABLES. The term "Eligible  Receivables" shall mean those
Receivables  of  Borrower  that are  acceptable  to  Lender,  in its  reasonable
discretion,  and, in each case,  that meet,  at a minimum,  all of the following
requirements: (i) arise from the extension of credit, the sale and delivery of a
vehicle  or the  rendering  of  services  in  connection  with  such sale in the
ordinary  course of  Borrower's  business;  (ii)  represent  a valid and binding
obligation  enforceable in accordance with its terms for the amount  outstanding
thereof  without offset,  counterclaim  or defense  (whether actual or alleged);
(iii)  comply  in  all  respects  with  all  applicable  laws  and  regulations,
including,  but not limited to, truth in lending and credit  disclosure laws and
regulations;  (iv) all amounts and information appearing thereon or furnished to
Lender in  connection  therewith  are true and  correct  and  undisputed  by the
Account  Debtor thereon or any guarantor  thereof;  (v) Borrower and the Account
Debtor are not engaged in any litigation regarding nonpayment of the Receivable;
(vi) to the best  knowledge of Borrower  neither the Account  Debtor thereon nor
any guarantor thereof is subject to any  receivership,  insolvency or bankruptcy
proceeding,  is insolvent or has failed to meet its debts as they mature;  (vii)
Borrower  has good and  sufficient  right to  pledge,  assign  and  deliver  the
Receivables  free from all liens,  claims,  encumbrances  or security  interests
whatsoever,  except as granted in this  Agreement;  (viii)  neither  the Account
Debtor  thereon  nor  any  guarantor  thereof  is  employed  by,  related  to or
affiliated  with  Borrower;  (ix) to the best knowledge of Borrower no condition
exists that  materially  or  adversely  affects the value of the  Receivable  or
jeopardizes any security therefor;  (x) if the Receivable arose from the sale of
goods, such goods have been delivered and accepted by the Account Debtor and are
still  subject to the lawful  possession  and control of the Account  Debtor and
have not been otherwise  returned to or  repossessed by Borrower;  (xi) is not a
renewal or extension of any Receivable previously  ineligible  hereunder;  (xii)
the original  principal  amount thereof does not exceed the Maximum Amount of an
Eligible  Receivable  (SCHEDULE  SECTION  1.14.A.) and the original term thereof
does not exceed the Maximum  Term of an Eligible  Receivable  (SCHEDULE  SECTION
1.14.B.);  (xiii) meets the Eligibility  Test and has been reported to Lender in
compliance with the Aging Procedures  (SCHEDULE SECTION  1.14.C.);  (xiv) is not
evidenced by a judgment or has not been reduced to judgment; (xv) is not an open
account; (xvi) is evidenced by a written payment agreement,  bearing interest or
containing  a time price  differential,  which has been  executed by the Account
Debtor;  (xvii) the Account Debtor  thereunder is a legal resident of the United
States;  (xviii)  payments  under the Receivable are to be made in United States
dollars;  (xix) the  number of days  between  contractual  payment  dates of the
Receivable  does not exceed  thirty-one (31) days, and (xxi) with respect to the
Receivable, Lender has in Lender's possession the original contract or agreement
that  evidences the primary  payment  obligation  of the Account  Debtor and the
original certificate of title or other evidence of title, pursuant to applicable
law, or  evidence  that such  certificate  of title or other  evidence  has been
properly applied for with the proper state agency or department for the issuance
of such  certificate or other  evidence,  satisfactory  in form and substance to
Lender.

1.15. ERISA. The term  "ERISA"  shall  mean  the  Employee  Retirement  Income
Security Act of 1974, as amended from time to time.

1.16. GAAP. The term "GAAP" shall mean generally accepted accounting principles
and other standards as promulgated by the American Institute of Certified Public
Accountants.

1.17. GUARANTOR. The term  "Guarantor"  shall mean any person or persons  who
execute a guaranty  agreement in favor of Lender  guaranteeing  the repayment of
the Borrower's Indebtedness to Lender (SCHEDULE SECTION 1.17).

1.18. GUARANTY AGREEMENT. The term "Guaranty Agreement" shall mean that certain
agreement executed by the Guarantor, in a form and substance approved by Lender.

1.19. GOVERNING  RATE. The term  "Governing  Rate" shall mean the "Prime" rate
publicly  announced by Citibank  N.A.,  New York, New York (or such other "money
center" bank as Lender,  in its sole  discretion,  may select from time to time,
but shall not be more than the  highest  rate of the five  largest  banks in the
Continental United States as their respective corporate base,  reference,  prime
or similar  benchmark  rate),  provided  however,  that such rate may not be the
lowest rate charged to such bank's customers.

1.20. INCLUDED REBATE PERCENTAGE. The term "Included Rebate  Percentage" shall
mean, for any period of determination, the percentage determined by dividing (i)
the  aggregate of all Charge Offs for that period,  by (ii) the  Nonpayment  Net
Receivable Reductions for that period.

1.21. INCLUDED REBATES. The term "Included Rebates" shall mean, for any period
of determination,  (i) the aggregate of all rebates of interest for that period,
multiplied by (ii) the Included Rebate Percentage.

1.22. INDEBTEDNESS. The term  "Indebtedness"  shall mean all amounts  advanced
hereunder  by Lender  to  Borrower  together  with all  other  amounts  owing or
becoming  owing  to  Lender  by  Borrower,  direct  or  indirect,   absolute  or
contingent,  now or hereafter  existing,  whether  pursuant to the terms of this
Agreement or any document or instrument  evidencing or securing the  transaction
contemplated hereby.

1.23. INVENTORY. The term  "Inventory"  shall mean all of Borrower's now owned
and  hereafter  acquired  motor  vehicles,  wherever  located,  held for sale to
consumer, that are not vehicles primarily used for a commercial purpose or for a
off-road  purpose and all  documents  of title or other  documents  representing
ownership of such assets.

1.24. INVENTORY BORROWER. The term "Inventory Borrower" shall mean First Choice
Auto Finance, Inc..

1.25. INVENTORY  CREDIT FACILITY. The term "Inventory  Credit  Facility" shall
mean the credit facility as set forth in Section 2.15.

1.26. LEVERAGE  RATIO. The term  "Leverage  Ratio" shall mean,  at any date of
determination,  total liabilities of Borrower, including the outstanding balance
of  the  Indebtedness,   less  the  outstanding  balance  due  pursuant  to  all
Subordinated Debt,  divided by the sum of the amount of Borrower's  Tangible Net
Worth plus the outstanding balance due pursuant to all Subordinated Debt.

1.27. LOAN DOCUMENTS. The term "Loan Documents" shall mean this Agreement,  the
Note, the Schedule, the Guaranty, Subordination Agreements, Agency and Custodian
Agreements and all other  documents  executed in connection with this Agreement,
together with any and all renewals, amendments,  restatements or replacements of
such documents. 

1.28. MAXIMUM RATE. The term "Maximum  Rate" shall mean the highest lawful and
nonusurious  rate of  interest  applicable  to the Note  made and  delivered  by
Borrower to Lender in connection herewith, that at any time or from time to time
may be contracted for, taken, reserved, charged, or received on the Note and the
Indebtedness  under the laws of the United States and the laws of such states as
may be applicable thereto,  that are in effect or, to the extent allowed by such
laws,  that  may be  hereafter  in  effect  and  that  allow  a  higher  maximum
nonusurious and lawful interest rate than would any applicable laws now allow.
 
1.29. NET INCOME. The term "Net Income"  shall mean with respect to any fiscal
period,  the net  earnings of Borrower  (excluding  all  extraordinary  gains or
nonrecurring income) before provision for income taxes for such fiscal period of
Borrower,  all as reflected on the financial  statements of Borrower supplied to
Lender pursuant to Sections 5.4(A) and 5.4(B) hereof.

1.30. NONPAYMENT NET RECEIVABLE REDUCTIONS. The term "Nonpayment Net Receivable
Reductions"  shall  mean,  for any period of  determination,  the sum of (i) the
aggregate of all Charge Offs for that period, plus (ii) the aggregate of all net
refinanced balances of Receivables for that period.

1.31. NOTE. The term  "Note"  shall  mean  the  promissory  note of even  date
herewith,  and all renewals,  extensions,  or modifications executed by Borrower
and payable to the order of Lender.

1.32. PLAN. The term  "Plan"  shall mean any  pension  plan that is covered by
Title IV of ERISA and with  respect to which  Borrower or a Commonly  Controlled
Entity is an "Employer" as defined in Section 3(5) of ERISA.

1.33. RECEIVABLES. The term "Receivables"  shall mean all accounts of Borrower
and  any  other  right  of  Borrower  to  receive  payment,  including,  without
limitation,  all loans,  extensions of credit or Borrower's right to payment for
goods sold or services rendered by Borrower. 

1.34. RECEIVABLES  BORROWERS. The term "  Receivables  Borrowers"  shall mean,
collectively,  Florida  Finance Group,  Inc.,  Liberty Finance Company and Smart
Choice Receivables Holding Company.

1.35. RECEIVABLES CREDIT FACILITY. The term "Receivables Credit Facility" shall
mean the credit facility as set forth in Section 2.16.   

1.36. REQUEST FOR ADVANCE. The term "Request for Advance" shall mean a written
request  for an advance in the form of Exhibit  "A"  attached  hereto and made a
part hereof.

1.37. SCHEDULE. The term  "Schedule"  shall  mean the  schedule  executed  in
conjunction  with this Agreement of even date  herewith,  as may be amended from
time to time, upon written agreement of Lender and Borrower. 

1.38. SUBORDINATED DEBT. The term "Subordinated Debt" shall mean the aggregate
amount of any  indebtedness of Borrower to persons other than Lender that by its
terms is subordinated to the prior payment in full of the Indebtedness  pursuant
to  a  subordination  and  standstill   agreement,   in  a  form  and  substance
satisfactory to Lender, entered into by all holders of Subordinated Debt. 

1.39. TANGIBLE NET WORTH. The term "Tangible Net Worth" shall mean, at any time
of determination,  the shareholder's equity of Borrower determined in accordance
with GAAP minus the  aggregate  amount of all  intangible  assets and all assets
consisting  of  obligations  due  to  Borrower  from  shareholders,   directors,
officers, or any affiliate of Borrower or any Guarantor hereunder.

2.    LOAN

2.1.  AMOUNT OF LOAN. Subject to the terms, covenants and conditions hereinafter
set forth,  Lender agrees upon the Borrower's  request from time to time,  until
the Maturity Date, to make advances to Borrower  (collectively,  the "Loan"), in
an  aggregate  amount  not to exceed at any time  outstanding  the lesser of the
following:  (i) the Amount of Revolving Credit Line (Schedule Section 2.1.A.) or
(ii) the sum of (a) the Availability on Eligible  Receivables  (Schedule Section
2.1.B.),  (b) the Availability on Eligible Inventory (Schedule Section 2.1. C.).
Within the limits of this Section 2.1,  Borrower may borrow,  repay and reborrow
the advances. The Loan shall be evidenced by the Note.

2.2.  INTEREST  RATE. The  outstanding  principal  balance  of Loan  shall bear
interest at the Stated  Interest Rate (Schedule  Section 2.2). If Lender is ever
prevented  from charging or collecting  interest at the rate set forth in Stated
Interest Rate Section (i) because interest at such rate would exceed interest at
the Maximum  Rate,  then the rate set forth in Stated  Interest Rate Section (i)
shall continue to be the Maximum Rate until Lender has charged and collected the
full amount of interest  chargeable and collectable had interest at the rate set
forth in Stated  Interest Rate Section (i) always been lawfully  chargeable  and
collectible.  As the  Governing  Rate  changes,  the  rate set  forth in  Stated
Interest  Rate  Section  (i) shall be  increased  or  decreased  (subject to the
Maximum  Rate) on the first day of each calendar  month to  correspond  with the
change in the Governing  Rate then in effect and shall remain fixed at such rate
until the  first  day of the next  succeeding  calendar  month,  notwithstanding
fluctuations  in the  Governing  Rate  during  the  month.  All  changes  in the
Governing  Rate shall be made without notice to Borrower.  The monthly  interest
due on the principal  balance of the Loan outstanding  shall be computed for the
actual  number of days  elapsed  during the month in  question on the basis of a
year  consisting  of three  hundred  sixty (360) days and shall be calculated by
determining the average daily principal balance  outstanding for each day of the
month in  question.  The daily rate  shall be equal to 1/360th  times the Stated
Interest Rate (but shall not exceed the Maximum Rate).

2.3.  PAYMENTS.  All payments made by mail or other physical delivery
methods  to Lender  shall be  payable at FINOVA  Capital  Corporation,  File No.
96425,  P. O. Box 1067,  Charlotte,  NC  28201-1067.  All payments  made by wire
transfer  or other  method of  electronic  transfer  methods to Lender  shall be
payable to FINOVA Capital  Corporation,  Citibank,  New York, New York, ABA# 021
000  089,  Account  Name:  FINOVA  Capital  Corp.,  Account  Number:  4068-0485,
Reference:  Rediscount  Finance,  ZQX(Client  Acct.  #XXX  )ZQX.)  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:

A.  Accrued but unpaid  interest  for each  calendar  month during the term
hereof shall be due and payable,  in arrears,  on or before the fifteenth (15th)
day of the immediately succeeding calendar month.

     B. Costs, fees and expenses payable pursuant to this Agreement shall be due
and  payable by  Borrower  to Lender or to such other  person(s)  designated  by
Lender in writing on demand; and

C. The entire outstanding  balance of the Indebtedness shall be due and payable,
if not prepaid, on the Maturity Date (Schedule Section 2.3.).

2.4.  PAYMENT DUE ON A  NON-BUSINESS  DAY. If any  payment of the  Indebtedness
falls due on a day  other  than a  Business  Day,  then  such due date  shall be
extended to the next succeeding Business Day.

2.5.  MANDATORY  PAYMENTS. Provided  that  Borrower is not otherwise in Default
hereunder,  if at any time the amount advanced by Lender to Borrower exceeds the
maximum  amount of the Loan  allowed  pursuant to Section  2.1,  Borrower  shall
immediately  and  without  notice,  repay to  Lender  an  amount  sufficient  to
eliminate such excess,  or, at Lender's  option,  assign and deliver  additional
Eligible  Receivables  sufficient for such purpose. In the event Borrower sells,
transfers,  assigns  or  otherwise  disposes  of  all  or  any  portion  of  its
Receivables, other than in the ordinary course of business, Borrower shall apply
all proceeds of any such sale,  transfer,  assignment  or other  disposition  to
reduce the outstanding balance of the Indebtedness.

2.6 VOLUNTARY PREPAYMENTS. Borrower may, at its option,  voluntarily prepay the
Indebtedness in full at any time and request a termination of Lender's  security
interest in the collateral,  provided,  however,  that Borrower has given Lender
ninety (90) days written notice of any such intention to prepay the Indebtedness
in full,  Borrower  requests  Lender to terminate  its security  interest in the
Collateral  and as  liquidated  damages,  not as a  penalty,  pays to Lender the
amount of liquidated  damages  ("Liquidated  Damages")  (Schedule  Section 2.6).
Borrower may not make such  prepayment  prior to the  expiration  of such ninety
(90) day  period.  Upon  written  notice of  Borrower's  intent  to  prepay  the
Indebtedness  in full, the commitment by Lender to advance funds to Borrower and
all the  obligations of Lender shall  terminate on the expiration of said ninety
(90) day notice period,  and the entire amount of the Indebtedness  shall be due
and payable on such date.

2.7.  MAXIMUM  INTEREST;  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 the Note and this  Agreement;  (ii)
interest  after  Event of Default  or due date,  calculated  and  applied to the
amounts due under the 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 the Note,  this  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 the Loan  Documents,  or in any of the  documents  securing  payment
hereof or otherwise  relating  hereto,  in no event shall the Loan  Documents 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  Borrower or  otherwise  in  connection  with the loan
evidenced hereby, or (b) the maturity of the indebtedness  evidenced by the Loan
Documents  is  accelerated  in  whole  or in  part,  or (c)  all or  part of the
principal or interest of the Loan Documents 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 Borrower 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 Borrower,
at Lender'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  Borrower 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 Lender 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.
Borrower  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.

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  loan  account at a rate per annum  which is
greater of (not to exceed the Maximum Rate): (i) the four percent (4%) in excess
of the highest Stated Interest Rate which would otherwise be applicable  thereto
pursuant to the Schedule (Schedule Section 2.2), or (ii) sixteen percent (16%).

2.9  STATEMENT OF ACCOUNT. Lender shall provide Borrower,  each month, with a
statement of Borrower's  account,  prepared from Lender's  records,  which shall
conclusively  be deemed correct and accepted by Borrower,  unless Borrower gives
Lender a written  statement of exceptions  within thirty (30) days after receipt
of such statement.
 
2.10. APPLICATION OF PAYMENTS. The amount of all payments or amounts  received
by Lender  with  respect  to the  Indebtedness  shall be  applied  to the extent
applicable under this Agreement: (i) first, to accrued interest through the date
of such payment,  including any Interest After  Default;  (ii) then, to any late
fees, overdue risk assessments,  examination fees and expenses,  collection fees
and expenses and any other fees and expenses due to Lender hereunder;  and (iii)
last,  the remaining  balance,  if any, to the unpaid  principal  balance of the
Indebtedness;   provided,  however,  while  a  Default  exists  under  the  Loan
Documents,  each payment hereunder shall be applied to amounts owed to Lender by
Borrower as Lender it is sole discretion may determine.  In calculating interest
and applying  payments as set forth above;  (a) interest shall be calculated and
collected  through  the date a payment is actually  applied by Lender  under the
terms of this  Agreement;  (b)  interest  on the  outstanding  balance  shall be
charged  during any grace  period  permitted  hereunder;  (c) at the end of each
month,  all accrued and unpaid interest and other charges provided for hereunder
shall be added to the principal  balance of the Loan; and (d) to the extent that
Borrower  makes a payment or Lender  receives  any  payment or  proceeds  of the
Collateral for Borrower's benefit that is subsequently invalidated, set aside or
required to be repaid to any other person or entity,  then, to such extent,  the
obligations  intended to be  satisfied  shall be revived and continue as if such
payment or  proceeds  had not been  received by Lender and Lender may adjust the
outstanding balance of the Indebtedness as Lender, in its sole discretion, deems
appropriate under the circumstances.

2.11. ALLOCATION 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.

2.12  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 2.13, 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  2.13  or  otherwise,   such
disproportionalities  shall be deemed to have  occurred  by virtue of loans made
between and among Borrowers.

2.13.  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.

2.14. TERMINATION  FEE.  Borrower  agrees  to pay  Lender  a  Termination  Fee
(Schedule  2.14) 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,  as such term may be extended from time to time.
This  Termination  Fee shall be  included  as an  Additional  Sum as  defined in
Section 2.7 of the Agreement.

2.15. INVENTORY CREDIT LINE. The Inventory Credit Line shall be that portion of
the Amount of the Revolving  Credit Line, that shall not exceed the Availability
on Eligible Inventory. Advances pursuant to the Inventory Credit Line shall only
be made  directly to First  Choice,  based upon the Eligible  Inventory of First
Choice.

     The Stated Interest Rate applicable to the that portion of the outstanding
balance of the Indebtedness  applicable to the Inventory Credit Line shall be at
the Inventory  Stated  Interest Rate (Schedule  Section 2.2.).  The  Receivables
owned or held by First Choice shall not be eligible  Receivables  hereunder  and
the Inventory owned or held by the  Receivables  Borrowers shall not be eligible
Inventory hereunder.

     Inventory Borrower shall provide Lender such reporting and information as
requested by Lender with respect to all Inventory,  including but not limited to
the reports and  information  set forth in Section  6.4.A.  Notwithstanding  any
provision  contained in the Loan  Documents to the contrary,  in addition to all
other audit costs and expenses  due and payable  hereunder,  Inventory  Borrower
shall reimburse Lender for all of Lender's expenses with respect to the audit or
checks with respect to Inventory, as required by Lender.

2.18  RECEIVABLES  CREDIT FACILITY. The  Receivables  Credit Facility shall be
that portion of the Amount of the Revolving  Credit Line,  that shall not exceed
the Availability on Eligible  Receivables.  Advances pursuant to the Receivables
Credit  Facility  shall only be made  directly  to the Lead Lender or any of the
Receivable  Borrowers,  pursuant to the terms of the Loan Documents,  based upon
the Eligible Receivables of the Receivable Borrowers.

     The Stated Interest Rate applicable to the that portion of the outstanding
balance of the Indebtedness  applicable to the Receivables Credit Facility shall
be at the Receivables Stated Interest Rate (Schedule Section 2.2.).

3.  SECURITY

3.1.  SECURITY  INTEREST. To  secure  the  prompt  payment  to  Lender  of the
Indebtedness  and any and all other  obligations  now  existing  or  hereinafter
arising owed by Borrower to Lender, Borrower hereby irrevocably grants to Lender
a first and continuing security interest in the following property and interests
in property of Borrower,  whether now owned or existing or hereafter acquired or
arising and wheresoever located:

A. All Receivables and all accounts, chattel paper, instruments, contract rights
and general intangibles,  all of Borrower's right,  remedies,  security,  liens,
guaranties,  or other contracts of suretyship with respect thereto, all deposits
or other security or support for the obligation of any Account Debtor thereunder
and credit and other  insurance  acquired by Account  Debtor or the  Borrower in
connection therewith.

B. All  Inventory,  new or  used,  including,  but not  limited  to  parts  and
accessories;             

C. All bank accounts of Borrower;

D. All monies,  securities and property,  now or hereafter held, received by, or
entrusted  to, in the  possession  or under the control of Lender or a bailee of
Lender;

E. All  accessions  to,  substitutions  for and all  replacements,  products and
proceeds of the foregoing,  including, without limitation, proceeds of insurance
policies  referenced in Section 3.1.A above (including but not limited to claims
paid and premium refunds); and

F. All books and records (including, without limitation,  customer lists, credit
files,  tapes,  ledger cards,  computer  software and hardware,  electronic data
processing  software,  computer  printouts  and  other  computer  materials  and
records) of Borrower evidencing or containing  information  regarding any of the
foregoing.

3.2.  FINANCING  STATEMENTS AND FURTHER  ASSURANCES. Borrower  hereby agrees to
execute  UCC-1  Financing  Statements,  in the form and substance of Exhibit "B"
hereto, and any other instruments or documents reasonably necessary to evidence,
preserve  or protect  Lender's  security  interest in the  Collateral.  Borrower
agrees that  financing  statements  shall be filed  covering  all of  Borrower's
locations (Schedule Section 3.2.).

   Upon Lender's request, Borrower agrees to deliver to Lender, at such places
as Lender may reasonably designate,  schedules executed by Borrower, listing the
Receivables and fully and correctly  specifying in adequate detail the aggregate
unmatured  unpaid face amount of each  Receivable and the amount of the deferred
installments  thereof  falling due each month.  These schedules shall be in form
and tenor  satisfactory  to or supplied by Lender.  All schedules  delivered and
Collateral  pledged  to  Lender  shall be  assigned  to Lender  pursuant  to the
"Schedule of  Receivables  and  Assignment" in the form and substance of Exhibit
"E"  attached  hereto.  Borrower  further  warrants and agrees that in each case
where the terms of any  Receivable  require the  Borrower or the Account  Debtor
named in such  Receivable to place or carry fire insurance or other insurance in
respect of the  merchandise or property to which such  Receivable  relates,  the
Borrower  shall or shall cause the Account  Debtor to  maintain  such  insurance
until the full amount of such Receivable is collected and if not, Lender, at its
option,  may place and  maintain  such  insurance,  charging the cost thereof to
Borrower.

3.3.  PLEDGE OF RECEIVABLES. Borrower  hereby agrees to pledge all  Receivables
and, if so requested by Lender,  Borrower  shall deliver to Lender all documents
evidencing  Receivables of Borrower,  no less often than on the twentieth (20th)
day of each calendar month during the term of this Agreement,  together with the
Schedule of Receivables and Assignment, as set forth in Section 3.2 hereof.

3.4.  FAILURE  TO  DELIVER.  Failure  to  deliver  physical  possession  of any
instruments,  documents or writings in respect of any Receivable to Lender shall
not invalidate Lender's security interest therein. To the extent that possession
may be required  by  applicable  law for the  perfection  of  Lender's  security
interest,   the  original   chattel  paper  and  instruments   representing  the
Receivables shall be deemed to be held by Lender,  although kept by the Borrower
as the custodial agent of Lender.

3.5.  NOTICE OF COLLATERAL ASSIGNMENT. All contracts,  documents or instruments
representing or evidencing a Receivable  shall contain (by way of stamp or other
method reasonably  satisfactory to Lender) the following  language:  "Pledged to
FINOVA Capital Corporation as Collateral".

3.6.  LOCATION OF RECEIVABLES. Borrower  shall,  at any reasonable time and at
Borrower's own expense, upon Lender's request,  physically deliver to Lender all
Receivables (including any instruments,  documents or writings in respect of any
Receivable  together with all  instruments,  documents or writings in respect of
any collateral  securing each  Receivable)  assigned to Lender to any reasonable
place or places designated by Lender. All Receivables shall, regardless of their
location,  be deemed to be under  Lender's  dominion and control  (with files so
labeled) and deemed to be in Lender's possession.

3.7   RECORDS AND  INSPECTIONS. Borrower  shall at all times keep complete and
accurate records pertaining to the Collateral, which records shall be current on
a daily basis and located only at the locations  (Schedule Section 3.2.). Lender
by or through any of its officers, agents, employees,  attorneys or accountants,
shall have the right to enter any such locations,  upon reasonable prior notice,
at any reasonable time or times during regular  business  hours,  for so long as
Lender may desire,  to inspect  the  Collateral  and to inspect,  audit and make
extractions  or copies  from the books,  records,  journals,  orders,  receipts,
correspondence or other data relating to the Collateral or this Agreement.

3.8.  ADDITIONAL  DOCUMENTS. Borrower  hereby agrees to execute any additional
documents or financing statements which Lender deems necessary in its reasonable
discretion in order to evidence  Lender's  security  interest in the Collateral.
Borrower  shall not allow any  financing  statement or notice of  assignment  of
accounts  receivable,   other  than  those  executed  in  connection  with  this
Agreement, to be on file in any public office covering any Collateral,  proceeds
thereof or other matters subject to the security interest granted to Lender.

3.9.  COLLECTION. Borrower agrees at its own expense to promptly and diligently
collect each  installment of all Receivables in trust for the exclusive  account
of Lender,  to hold  Lender  harmless  from any and all loss,  damage,  penalty,
liability,  fine or expense  arising  from such  collection  by  Borrower or its
agents and to faithfully  account therefor to Lender.  During the continuance of
any Event of Default, Lender expressly retains the unqualified right at any time
it so elects to take over the collection of the Receivables.

3.10. BLOCKED ACCOUNTS. At Lender's request,  any checks,  notes, drafts or any
other payment upon and/or  proceeds of the  Collateral  received by Borrower (or
any  subsidiaries,   divisions,   affiliates,   proprietorships,   shareholders,
directors, officers, employees, agents or those persons acting for or in concert
with  Borrower),  shall no later than the next  Business Day  following  receipt
thereof,  be  delivered  to Lender,  at Lender's  address set forth  above,  for
application  on  account  of the  Indebtedness  and  shall be  reflected  in the
Statement  of Account as  provided  in Section  2.9  herein,  until such time as
Lender has  established  a depository  account at a bank for the deposit of such
payments,  made arrangements for such deposits to be transferred to Lender daily
and thereafter  established a lock-box arrangement or otherwise.  Borrower shall
(i) deposit or cause all Items, as defined below, to be deposited in the special
account so established by Lender or transfer all Items to Lender for application
on account of the  Indebtedness  and to be reflected in the Statement of Account
as  provided  in Section  2.9 herein and (ii)  maintain  copies of all checks or
other  items of payment and  deposit  slips  related  thereto,  together  with a
collection report in a form satisfactory to Lender.  All cash payments,  checks,
drafts,  or similar  items of payment  upon and/or  proceeds of the  Receivables
(collectively  "Items") by or for the account of Borrower  shall be the sole and
exclusive property of Lender immediately upon the earlier of the receipt of such
Items by Lender or the  receipt of such Items by  Borrower;  provided,  however,
that no such Item received by Lender shall  constitute  payment to Lender and be
applied to reduce the  Indebtedness  until the later of: (i) three (3)  Business
Days from collection of such Item by Lender's depository bank, or (ii) such Item
being actually  collected by Lender's  depository bank and such collection being
credited to Lender's account.  Notwithstanding  anything to the contrary herein,
all  such  items  of  payment  shall  be  deemed  not  received  if the  same is
subsequently  dishonored or not duly credited to Lender's depository account for
any reason whatsoever.

3.11. PROTECTION  OF  RECEIVABLE  RECORDS. Borrower  hereby agrees to take the
following protective actions to prevent destruction of Borrower's Collateral and
records pertaining to such Collateral:  (i) if Borrower maintains its Collateral
records on a manual system such records shall be kept in a fire proof cabinet or
on no less than a monthly basis, a record of all payments on Receivables and all
other matters  relating to the Collateral  shall be placed in an off site safety
deposit box (and Lender shall have access to such safety  deposit  box); or (ii)
if the Collateral records are computerized,  Borrower agrees to create a tape or
diskette  "back-up"  of the  computerized  information  and upon the  request of
Lender,  provide  Lender  with  a  tape  or  diskette  copy  of  such  "back-up"
information.

3.12. USE OF COLLECTIONS AND  MODIFICATION OF RECEIVABLES. Provided that Lender
has not required that Borrower  remit all  collections or proceeds of Collateral
to Lender,  Borrower may use or dispose of the funds received on the Receivables
in the ordinary course of business  (including  returned or repossessed  goods);
and unless an Event of Default is continuing, Borrower may collect or compromise
accounts or  obligations  and accept  returned goods or make  repossessions,  as
Borrower shall determine based upon its reasonable discretion.

3.13. USE OF  PROCEEDS.  Borrower  shall  use the  proceeds  of the Loan as a
distribution  to Borrower's  shareholder,  provided such  distribution  does not
create a Default  hereunder,  for such  shareholder  to effect the  acquisitions
contemplated  to occur on or about  the date of this  Agreement  (as  previously
disclosed to Lender), in the ordinary course of business,  in its operations for
costs incurred in the creation or purchasing of Receivables,  or for payments to
Lender hereunder.

3.14. RETURN  OF  COLLATERAL. Upon  the  payment  in full or  renewal  of any
Receivable to which the written documents evidencing such Receivable are held by
Lender,  Borrower  shall submit all  requests  for the return of such  documents
pursuant to the  "Request  For Return of  Collateral"  form,  a copy of which is
attached hereto as Exhibit "C".

3.15. LENDER'S PAYMENT OF CLAIMS. Lender may, in its sole discretion, discharge
or obtain the  release of any  security  interest,  lien,  claim or  encumbrance
asserted  by any  person  against  the  Collateral.  All sums  paid by Lender in
respect thereof shall be payable,  on demand, by Borrower to Lender and shall be
a part of the Indebtedness.

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.

4.   CONDITIONS OF CLOSING; SUBSEQUENT ADVANCES

4.1.  INITIAL  ADVANCE. The  obligation  of Lender to make the initial  advance
hereunder is subject to the  fulfillment,  to the satisfaction of Lender and its
counsel,  of each of the  following  conditions  prior  to the  initial  advance
hereunder:

A. Loan  Documents.  Lender  shall  have  received  each of the  following  Loan
Documents:  (i) this Loan and  Security  Agreement  executed  by the  respective
parties; (ii) Schedule to Loan and Security Agreement executed by the respective
parties;  (iii) the Note executed by Borrower;  (iv) Guaranty Agreement executed
by the  respective  Guarantors;  (v) such  Blocked  Account or Dominion  Account
agreements as it shall determine; and (vi) such other documents, instruments and
agreements in connection herewith as Lender shall reasonably require,  executed,
certified and/or acknowledged by such parties as Lender shall designate;

B. Terminations by Existing Lender.  Borrower's  existing  lender(s) shall have
executed  and  delivered  UCC  termination  statements  and other  documentation
evidencing the termination of its liens and security interests in the Collateral
in form and substance satisfactory to Lender in its sole discretion;

C. Charter  Documents.  Lender shall have received copies of Borrower's  By-laws
and  Articles  or  Certificate  of  Incorporation,   as  amended,  modified,  or
supplemented  to the Closing  Date,  certified  by the  Secretary  or  Assistant
Secretary of Borrower;

D. Good Standing.  Lender shall have received a certificate of corporate  status
with respect to Borrower  and each  corporate  Guarantor,  dated within ten (10)
days  of  the  Closing  Date,  by  the  Secretary  of  State  of  the  state  of
incorporation of Borrower and such Guarantor,  which  certificate shall indicate
that Borrower and such Guarantor are in good standing in such state;

E. Foreign  Qualification.  Lender shall have received certificates of corporate
status with respect to Borrower and each corporate Guarantor,  each dated within
ten (10) days of the  Closing  Date,  issued by the  Secretary  of State of each
state in which such party's  failure to be duly qualified or licensed would have
a material adverse effect on its financial condition or assets,  indicating that
such party is in good standing;

F. Authorizing  Resolutions  and  Incumbency.  Lender  shall  have  received  a
certificate  from the  Secretary  or  Assistant  Secretary  of Borrower and each
corporate  Guarantor  attesting  to (i)  the  adoption  of  resolutions  of each
respective Board of Directors  authorizing the borrowing of money from Lender or
the guaranty of the Indebtedness, as the case may be, and execution and delivery
of this  Agreement and the other Loan  Documents to which Borrower and Guarantor
are a party,  and  authorizing  specific  officers of Borrower and  Guarantor to
execute same, and (ii) the authenticity of original specimen  signatures of such
officers;

G. Initial  Availability  Report.  Lender shall have  received an  Availability
Report from Borrower executed by an authorized corporate officer of Borrower;

H. Property Insurance.  If applicable,  Lender shall have received the insurance
certificates  and certified  copies of policies  required  herein,  along with a
Lender's Loss Payable  Endorsement naming Lender as sole loss payee, all in form
and substance satisfactory to Lender and its counsel;

I. Searches;  Certificates  of  Title.  Lender  shall  have  received  searches
reflecting  the filing of its  financing  statements  and other  filings in such
jurisdictions  as it shall  determine,  and shall have received  certificates of
title with respect to the  Collateral  which shall have been duly  executed in a
manner sufficient to perfect all of the security interests granted to Lender;

J. Fees.  Borrower  shall have paid all fees  payable by it on the Closing  Date
pursuant to this Agreement;

K. Opinion of Counsel.  Lender  shall have  received  an opinion of  Borrower's
counsel covering such matters as Lender shall determine in its sole discretion;

L. Solvency  Certificate.  If requested by Lender,  a signed  certificate of the
Borrower's  duly elected Chief  Financial  Officer  concerning  the solvency and
financial condition of Borrower, on Lender's standard form;

M. Blocked and Pledged  Accounts.  If  applicable,  the Blocked  Account  and/or
Pledged Account  referred to in Section 3.10 hereof shall have been  established
to the satisfaction of Lender in its sole discretion; and

N. Warrants  Agreement.   A  signed  warrants  agreement  executed  by  Eckler
Industries, Inc.

O. Voting  Agreement.  All of the voting  rights with  respect to the stock in
Eckler  Industries,  Inc.  owned or held by Gerald C. Parker and Thomas  Conlan,
directly or indirectly, shall be held by Gary Smith pursuant to a certain Voting
Agreement, in a form and substance acceptable to Lender.

P. Stock Exchange Agreement.  Borrowers' shareholders have completed and closed
all  matters  with  respect to a stock  exchange  agreement  with  Smart  Choice
Automotive Holdings, Inc. ("Holdings"), wherein all of the ownership of Borrower
is held by Holdings, in a form and substance satisfactory to Lender.

Q. Other Matters.  All other documents and legal matters in connection with the
transactions contemplated by this Agreement shall have been delivered,  executed
and recorded and shall be in form and substance  satisfactory  to Lender and its
counsel.

4.2. SUBSEQUENT  ADVANCES. The  obligation  of  Lender  to make  any  advance
hereunder  (including  the  initial  advance)  shall be subject  to the  further
conditions  precedent  that,  on and as of the  date  of such  advance:  (a) the
representations  and warranties of Borrower set forth in this Agreement shall be
accurate,  before and after giving effect to such advance or issuance and to the
application  of any  proceeds  thereof;  (b) no Default or Event of Default  has
occurred  and is  continuing,  or would  result from such advance or issuance or
from the application of any proceeds thereof; (c) no material adverse change has
occurred in the  Borrower's  business  subsequent to the  immediately  preceding
advance hereunder, operations, financial condition, or assets or in the prospect
of repayment of the  Indebtedness;  (d) Lender  shall have  received  such other
approvals,  opinions or documents as Lender shall  reasonably  request;  and (e)
Borrower  shall submit to Lender a completed  Request for Advance  Report in the
form and substance of Exhibit "A" attached  hereto,  on the date such advance is
requested or shall have complied with the  provisions  concerning  oral advances
hereunder as set forth in Section 4.3 hereof.

4.3. ORAL REQUEST FOR ADVANCE. All oral  requests  for advances  shall be made
only by an  authorized  agent of  Borrower  designated  by or  acting  under the
authority  of a  resolution  of the  Board  of  Directors  of  Borrower,  a duly
certified  or executed  copy of which shall be  furnished to Lender prior to any
oral  request.  Lender shall be entitled to rely upon such  authorization  until
written  notice to the contrary is received by Lender.  Borrower  covenants  and
agrees to furnish to Lender written confirmation of any such oral request within
two (2) days  after  such  oral  request,  in a form set  forth on  Exhibit  "A"
attached hereto and incorporated  herein,  but any such loan or advance shall be
deemed to be made under and entitled to the benefits of this  Agreement  and any
other documents or instruments  executed in connection herewith  irrespective of
any  failure by  Borrower  to furnish  such  written  confirmation.  Any loan or
advance shall be conclusively presumed to have been made under the terms of this
Agreement, to or for the benefit of Borrower, when made pursuant to the terms of
any written  agreement  executed in connection  herewith;  or in accordance with
such requests and  directions;  or when an advance is deposited to the credit of
the account of any person or persons,  corporation  or  corporations  comprising
Borrower,  regardless  of the fact that  persons  other  than  those  authorized
hereunder  may have  authority to draw against such account or regardless of the
fact that the advance was not made or  deposited  for the benefit of all persons
or corporations comprising Borrower.

4.4  ALL ADVANCES TO CONSTITUTE  ONE LOAN. All  evidences of credit,  loans and
advances made by Lender to Borrower under this Agreement and any other documents
or instruments  executed in connection  herewith shall  constitute one loan, and
all  indebtedness and obligations of Borrower to Lender under this Agreement and
all other such documents and instruments shall constitute one general obligation
secured by Lender's  security interest in all of the Collateral and by all other
security interests,  liens, claims and encumbrances  heretofore,  now, or at any
time or times hereafter granted by Borrower to Lender.  Borrower agrees that all
of the  rights  of  Lender  set  forth  in this  Agreement  shall  apply  to any
modification of or supplement to this Agreement and any other such documents and
instruments.

4.5  ADVANCES. Lender shall have the right in Lender's  discretion,  subject to
availability  hereunder on behalf of and without notice to Borrower, to make and
use  advances  to pay  Lender for any  amounts  due to Lender  pursuant  to this
Agreement  or  otherwise,  to cure any default  hereunder,  notwithstanding  the
expiration of any applicable cure period.

5.   REPRESENTATIONS AND WARRANTIES OF BORROWERS AND GUARANTOR.

5.1  REPRESENTATIONS AND WARRANTIES. Borrower and Guarantor hereby continuously
represent and warrant to Lender as follows:

A. Borrower is a corporation  duly  incorporated,  validly  existing and in good
standing under the laws of the state of its incorporation,  is duly qualified to
do business and is in good standing as a foreign corporation in all states where
the failure to be so qualified would have a material  adverse effect on Borrower
or its assets or business,  has all necessary  corporate  power and authority to
enter into this  Agreement and each of the documents  and  instruments  relating
hereto and to perform all of its obligations hereunder and thereunder.

Simultaneously,  with the execution of this Agreement, all of the outstanding
stock of Borrower shall be owned by Smart Choice Holdings, Inc.

All of the  outstanding  stock of Borrower's sole  shareholder,  Smart Choice
Holdings, Inc. is owned by Eckler Industries, Inc.;

B. Borrower operates its business only under the assumed names (Schedule Section
5.1.) and has not used any other  assumed name for the operation of its business
activities for the previous seven (7) years.

C. Borrower has all requisite  corporate  right and power and is duly authorized
and empowered to enter into, execute, deliver and perform this Agreement and all
documents and  instruments  relating hereto and this Agreement and all documents
and instruments  relating hereto are the legal, valid and binding obligations of
Borrower and are  enforceable  against  Borrower in accordance with their terms,
except as may be limited by bankruptcy, insolvency and other such laws affecting
creditors' rights generally, and by general equitable principles.

D. Each Guarantor is competent to enter into this Agreement and the Guaranty and
to perform all of Guarantor's obligations thereunder.

E. The  execution,  delivery and  performance by Borrower of this Agreement does
not and shall not (i) violate any provision of any law, rule, regulation, order,
writ, judgment,  injunction,  decree, determination or award presently in effect
having applicability to Borrower;  (ii) violate any provision of its Articles of
Incorporation or Bylaws;  or (iii) result in a breach of or constitute a default
under any indenture or loan or credit agreement or any other agreement, lease or
instrument  to which  Borrower is a party or by which it or any of its assets or
properties may be bound or affected;  and Borrower is not in default of any such
law, rule, regulation, order, writ, judgment,  injunction, decree, determination
or award or any such indenture, agreement, lease or instrument.

F. No consent,  approval,  license, exemption of or filing or registration with,
giving of notice to, or other authorization of or by, any court,  administrative
agency or other  governmental  authority  is or shall be required in  connection
with  the  execution,   delivery  or  performance  by  Borrower  for  the  valid
consummation of the transactions contemplated by this Agreement.

G. No event has occurred and is  continuing  which  constitutes  a Default or an
Event of  Default,  as defined  in this  Agreement.  There is no  action,  suit,
proceeding  or  investigation  pending or, to Borrower's  knowledge,  threatened
against or affecting Borrower before or by any court,  administrative  agency or
other  governmental  authority  that brings into  question  the  validity of the
transactions  contemplated  hereby, or that might result in any material adverse
effect on the businesses, assets, properties or financial conditions of Borrower
or Guarantor.

H.  Borrower  and/or  Guarantor  are not in default in the  payment of any taxes
levied or assessed  against either of them or any of their assets or properties,
except for taxes being contested in good faith and by appropriate proceedings.

I. Borrower and  Guarantor  have good and  marketable  title to their assets and
properties as reflected in their financial statements furnished to Lender.

J. Each of the  financial  statements  furnished  to Lender by the  Borrower and
Guarantor  was  prepared  in  accordance  with GAAP and  fairly  and  accurately
reflects  their  financial  condition  as of the date  thereof  in all  material
respects;  and each hereby  certifies  that there have been no material  adverse
changes  in their  condition,  financial  or  otherwise,  since the date of such
statements,  and  there  are  no  contingent  liabilities  not  provided  for or
disclosed in such statements.

K. Neither this Agreement,  any Availability Report or any statement or document
referred to herein or delivered to Lender by Borrower and/or Guarantor  contains
any  untrue  statement  of a  material  fact or omits to state a  material  fact
necessary to make the statements made herein or therein not misleading.

L. Borrower has good,  indefeasible and  merchantable  title to and ownership of
the  Collateral,  free and clear of all liens,  claims,  security  interests and
encumbrances,  except  those of Lender and  except  where  such  liens,  claims,
charges,  security interests and encumbrances are removed contemporaneously with
the execution of this Agreement or are subordinate to those of Lender, in a form
and substance acceptable to Lender.

M.  All books, records and documents relating to the Collateral are and shall be
genuine and in all respects what they purport to be; the original amount and the
unpaid balance of each Receivable shown on the books and records of Borrower and
in the schedules represented as owing by each Account Debtor is and shall be the
correct amount actually owing or to be owing by such Account Debtor at maturity;
Borrower  has no  knowledge  of any fact  which  would  impair the  validity  or
collectibility  of any of the  Receivables;  and the payments shown to have been
made by each Account  Debtor on the books and records of Borrower  shall reflect
the amounts of and dates on which said payments were actually made.

N.  Borrower has places of business  only at the  locations  (Schedule  Section
3.2.).  Borrower  shall not begin or do  business  (either  directly  or through
subsidiaries)  at other  locations  or cease to do  business at any of the above
locations or at Borrower's  principal place of business  without first notifying
Lender.

O.  The present value of all benefits  vested under all Plans of Borrower or any
Commonly Controlled Entity (based on the assumptions used to fund the Plans) did
not,  as of the last  annual  valuation  date (which in case of any Plan was not
earlier  than  December  31,  1982)  exceed the value of the assets of the Plans
applicable to such vested benefits. 

P.  The  liability  to which  Borrower or any Commonly  Controlled  Entity would
become  subject under Sections 4063 or 4064 of ERISA if Borrower or any Commonly
Controlled  Entity were to  withdraw  from all  Multi-employer  Plans or if such
Multi-employer  Plans  were to be  terminated  as of the  valuation  date most
closely  preceding  the date  hereof,  is not in excess of Twenty Five  Thousand
Dollars ($25,000.00);

Q.  Borrower is not engaged nor shall it engage,  principally  or as one of its
important  activities,  in a business  of  extending  credit for the  purpose of
"purchasing" or "carrying" any "margin stock" within the respective  meanings of
each of the quoted terms under  Regulations  G or X of the Board of Governors of
the Federal Reserve System as now and from time to time hereafter in effect.  No
part of the proceeds of any advances hereunder shall be used for "purchasing" or
"carrying"  "margin stock" as so defined or for any purpose which  violates,  or
which would be  inconsistent  with,  the  provisions of the  Regulations of such
Board of Governors.  If requested by Lender,  Borrower shall furnish to Lender a
statement  in  conformity  with the  requirement  of  Federal  Reserve  Form G-3
referred to in said Regulation G to the foregoing effect. All of the outstanding
securities  of  Borrower  have  been  offered,  issued,  sold and  delivered  in
compliance  with,  or are exempt from,  all federal and state laws and rules and
regulations  of federal and state  regulatory  bodies  governing  the  offering,
issuance, sale and delivery of securities.

R.  Borrower is not an  "investment  company" or a company  "controlled"  by an
"investment  company," within the meaning of the Investment Company Act of 1940,
as amended.

S.  Each of the Exhibits and Schedules to this Agreement contain true,  complete
and correct information.

T.  To the best of  Borrower's  knowledge,  the land and  improvements  owned or
leased by Borrower  for use in its  business  operations  are free of  dangerous
levels of contaminates,  oils, asbestos,  radon, PCB's,  hazardous substances or
waste as defined by federal,  state or local environmental laws,  regulations or
administrative  orders or other  materials,  the removal of which is required or
the  maintenance of which is prohibited,  regulated or penalized by any federal,
state or local governmental authority.

U.  Borrower is solvent,  generally able to pay its  obligations as they become
due, has sufficient  capital to carry on its business and  transactions  and all
businesses and transactions in which it intends to engage, and the current value
of  Borrower's  assets,  at  fair  saleable  valuation,  exceeds  the sum of its
liabilities.  Borrower  shall not be rendered  insolvent  by the  execution  and
delivery  of the  Loan  Documents  and  the  consummation  of  the  transactions
contemplated  thereby and the capital remaining in Borrower is not now and shall
not  foreseeably  become  unreasonably  small to permit Borrower to carry on its
business and  transactions  and all businesses and  transactions  in which it is
about to engage.  Borrower does not intend to, nor does it reasonably believe it
shall, incur debts beyond its ability to repay the same as they mature.

V.  Lender  has a  perfected  security  interest  in favor of  Lender  in all of
Borrower's  right,  title and  interest in the  Collateral  (subject to physical
possession of instruments,  if any, and endorsements of title respecting  titled
Collateral,  if such  endorsements of title are necessary for perfection of such
security  interest),  prior and superior to any other security interest or lien,
except any statutory or constitutional lien for taxes not yet due and payable.

W.  There  are no  material  actions,  suits or  proceedings  pending,  or,  to
Borrower's knowledge,  threatened against or affecting the assets of Borrower or
the consummation of the transactions  contemplated hereby, at law, or in equity,
or before or by any  governmental  authority  or  instrumentality  or before any
arbitrator  of any kind.  Neither  Borrower  nor  Guarantor  is  subject  to any
judgment, order, writ, injunction or decree of any court or governmental agency.
There is not a reasonable  likelihood of an adverse determination of any pending
proceeding  which  would,  individually  or in the  aggregate,  have a  material
adverse effect on the business  operations or financial condition of Borrower or
Guarantor.

5.2. WARRANTIES AND REPRESENTATIONS AS TO ELIGIBLE RECEIVABLES. With respect to
Eligible Receivables,  Borrower and Guarantor continuously warrant and represent
to  Lender  that  during  the term of this  Agreement  and so long as any of the
Indebtedness  remains unpaid: (i) in determining which Receivables are "Eligible
Receivables,"  Lender may rely upon all  statements or  representations  made by
Borrower;  and (ii) those  Receivables  designated as Eligible  Receivables meet
each requirement set forth below at the time any request for advance is provided
to Lender.

A. The Eligible  Receivables are genuine;  are in all respects what they purport
to  be;  and  are  evidenced  by at  least  one  executed  original  instrument,
agreement, contract or document which has been or shall be delivered to Lender;

B. The  Eligible  Receivables  represent  undisputed,  bona  fide  transactions
completed in accordance with the terms and provisions contained in any documents
related thereto;

C. The amounts of the face value shown on any schedule of  Receivables  provided
to Lender, and/or all invoices or statements delivered to Lender with respect to
any Eligible Receivables,  are actually and absolutely owing to Borrower and are
not contingent for any reason;

D. No set-offs,  counterclaims  or disputes as to payments or liability  thereon
exist or have been asserted  with respect  thereto and Borrower has not made any
agreement with any Account Debtor thereunder for any deduction therefrom, except
a discount  or  allowance  allowed by  Borrower  in the  ordinary  course of its
business for prompt payment,  all of which discounts or allowances are reflected
in the calculation of the outstanding amount of the Receivable;

E. No facts,  events or occurrences  exist that, in any way, impair the validity
or enforcement  thereof or tend to reduce the amount payable thereunder from the
amount of the Receivable shown on any schedule, or on all contracts, invoices or
statements delivered to Lender with respect thereto;

F. All Account Debtors in  connection  with Eligible  Receivables:  (i) had the
capacity to contract at the time any contract or other  document  giving rise to
the  Receivable  was executed;  and (ii) generally have the ability to pay their
debts as become due;

G. Within  Borrower's  knowledge,  no  proceedings  or actions are threatened or
pending  against any Account  Debtor that might result in any  material  adverse
change in the Account Debtor's financial condition;

H. The Eligible  Receivables  have not been assigned or pledged to any person or
entity, other than Lender;

I. The goods  giving rise to the Eligible  Receivables  are not, and were not at
the time of the sale,  rental and/or lease thereof,  subject to any lien, claim,
encumbrance  or  security  interest  except  those of Lender,  those  removed or
terminated prior to the date hereof or those  subordinated to Lender's  security
interest, by a subordination and standstill agreement acceptable to Lender;

J. The End of Month  Delinquency  set forth in  Section  12 of the  Availability
Report shall be delivered to Lender by Borrower hereunder as determined pursuant
to the Aging Procedures and Eligibility Test (Schedule Section 1.14.D.). 

6.   COVENANTS AND OTHER AGREEMENTS

6.1  AFFIRMATIVE  COVENANTS. During the term of this  Agreement and so long as
any of the  Indebtedness  remains  unpaid,  Borrower  and  Guarantor  agree  and
covenant, jointly and severally, that they shall:

A. Pay or cause  to be paid  currently  all of  their  expenses,  including  all
payments on their  obligations  whenever due, as well as all payments of any and
all taxes of whatever  nature when due. This provision  shall not apply to taxes
or expenses which are due, but which are challenged in good faith.

B. Maintain,  preserve, and protect the Collateral,  including,  but not limited
to, keeping documents, instruments or other written records otherwise evidencing
the Collateral in accordance with Section 3.11 hereof.

C. Furnish to Lender written notice as to the occurrence of any Default or Event
of Default hereunder.

D. Furnish to Lender  notice of: (i) any  development  related to the  business,
financial condition,  properties or assets of Borrower or Guarantor,  that would
have or has a materially adverse effect on such business,  financial  condition,
properties  or  assets,  or  ability to  perform  their  obligations  under this
Agreement and (ii) any material and adverse litigation or investigation to which
either of them may be a party.

E. Carry on and conduct their business in the same manner and in the same fields
of enterprise as they are presently  engaged,  and Borrower  shall  preserve its
corporate existence, licenses or qualifications as a domestic corporation in the
jurisdiction  of  its  incorporation  and  as a  foreign  corporation  in  every
jurisdiction in which the character of its assets or properties or the nature of
the  business  transacted  by it at any time  makes  qualification  as a foreign
corporation  necessary and the failure to be so qualified  would have a material
adverse effect on Borrower or its assets or business,  and to maintain all other
material  corporate  rights and franchises,  provided,  however,  nothing herein
shall be construed to prevent  Borrower from closing any retail  location in the
good faith exercise of its business judgment.

F. Comply, and cause each affiliate to comply,  with all statutes,  governmental
rules and regulations applicable to them.

G. Permit and authorize Lender, without notifying Borrower or Guarantor, to make
such  inquiries  through  business  credit or other  credit  reporting  services
concerning Borrower or Guarantor as Lender shall deem appropriate.

H. Provide Lender with evidence of insurance issued by a reputable  carrier,  as
reasonably  required by Lender.  This  insurance  shall reflect Lender as a loss
payee or additional insured, as required by Lender, and contain a provision that
Lender  shall  be  notified  by  the  carrier  thirty  (30)  days  prior  to the
termination  or  cancellation  of any such  insurance.  Borrower  shall maintain
insurance,  with respect to all Inventory, in an amount equal to or greater than
the cost of such Inventory.

6.2.  NEGATIVE  COVENANTS.  During  the term of this  Agreement  and until the
Indebtedness  has been paid in full,  Borrower and Guarantor  covenant and agree
that they shall not, without Lender's prior written consent, which consent shall
not be unreasonably withheld, do any of the following:

A. Incur or permit to exist any mortgage,  pledge, title retention lien or other
lien,  encumbrance or security interest with respect to the Collateral now owned
or hereafter acquired by Borrower, except liens in favor of Lender.

B. Delegate,  transfer or assign any of their  obligations or liabilities  under
this Agreement, or any part thereof, to any other person or entity.

C. Be a party to or participate  in: (i) any merger or  consolidation;  (ii) any
purchase  or other  acquisition  of all or  substantially  all of the  assets or
properties  or  shares of any class  of,  or any  partnership  or joint  venture
interest  in,  any other  corporation  or  entity;  (iii)  any  sale,  transfer,
conveyance  or  lease  of  all or  substantially  all of  Borrower's  assets  or
properties;  or (iv) any sale or  assignment  with or  without  recourse  of any
Receivables.  Notwithstanding  the  foregoing  to  the  contrary,  the  negative
covenants  set forth in sections  (i),  (ii) and (iii) in this  Section  6.2.C.,
shall not restrict  Borrower from  participating  in the acquisitions or mergers
presented to Lender prior to the date hereof and such do not  otherwise  cause a
Default hereunder.

D. Cause or take any of the  following  actions with  respect to  Borrower:  (i)
redeem, retire,  purchase or otherwise acquire,  directly or indirectly,  any of
Borrower's  outstanding  securities,   except  in  satisfaction  of  claims  for
indemnification  against  sellers of  businesses;  or (ii)  purchase or acquire,
directly or indirectly,  any shares of capital stock,  evidences of indebtedness
or other securities of any person or entity.

E. Amend, supplement or otherwise modify Borrower's Articles of Incorporation or
Bylaws  which  would  have  a  material  adverse  effect  on the  condition  and
operations, prospects or financial condition of the Borrower.

F. Incur,  assume or suffer to exist any debt  (including  capitalized  leases)
other than (i) the Indebtedness,  (ii) accounts payable incurred in the ordinary
course of business,  (iii) Subordinated Debt, or (iv) other debt consented to in
writing by Lender.

G. Directly  or  indirectly  make  loans to,  invest in,  extend  credit to, or
guaranty the debt of any person or entity,  other than in the ordinary course of
Borrower's business.

H. Amend,  modify,  or  otherwise  change in any  material  respect any material
agreement,  instrument,  or arrangement (written or oral) by which Borrower,  or
any of its assets, are bound.

I. Allow Borrower to be managed, directly or indirectly, by any person or entity
other than the senior  management that controls the management of Borrower as of
the date hereof, or any replacements thereof reasonably satisfactory to Lender.

J. Permit the Leverage Ratio to be more than the Leverage Ratio Limit  (Schedule
Section 6.2.A.).

K. Permit the Net  Income to be less than the  Minimum  Net Income  requirement
(Schedule Section 6.2.B.).

L. Make or allow  Distributions,  in the aggregate,  to exceed the distributions
limitation (Schedule Section 6.2.C.);  provided,  however,  that no Distribution
shall be made,  at any time that a Default or an Event of Default  shall  exist,
without waiver in writing by Lender.

M. With  respect to First  Choice,  have cash sales of more than ten  percent
(10%) of retail sales per calendar month.

N. With respect to First  Choice,  request a duplicate  certificate  of title or
similar document, without the prior written consent of Lender.

6.1. REPORTING  REQUIREMENTS AND ACCOUNTING  PRACTICES. Borrower shall maintain
(i) a modern system of  accounting  in accordance  with GAAP or other systems of
accounting   acceptable  to  Lender  and  (ii)  standard  operating   procedures
applicable to all of its locations with respect to the handling and  disposition
of cash receipts and other  proceeds of  Collateral on a daily basis,  including
the depositing thereof,  aging of account  receivables,  record keeping and such
other matters as Lender may reasonably  request.  For the purpose of determining
compliance with the covenants and representations in the Loan Documents,  Lender
shall have the right to recast any  financial  statement or report  presented to
Lender by or on behalf of Borrower to comply with GAAP.

6.2.  PLEDGE OF RECEIVABLES. Borrower  hereby agrees to pledge all  Receivables
and deliver documentation  evidencing such Receivables (the original contract or
agreement that evidences Account Debtor's primary payment obligation to Borrower
("Payment Agreement") and a certificate of title or application therefore in the
name of Account  Debtor,  with the  Borrower as the only secured  party,  of the
collateral  that secures  such payment  obligation  to Lender  ["Certificate  of
Title"]),  no less often than on the twentieth (20th) day of each calendar month
during the term of this  Agreement.  If such evidence of title of the collateral
securing a pledged  Receivable  is not  delivered  to Lender  with the  original
Receivable  documentation,  Borrower  shall deliver  evidence that such original
title has been  applied for in the name of the  respective  Account  Debtor with
Borrower as the only  secured  party  ("White  Slip"),  in a form and  substance
satisfactory to Lender,  and such evidence of title shall be delivered to Lender
not later than  fifteen  (15) days after such  evidence  of title is received by
Borrower.  Any  Receivable  for which  Borrower has not  delivered  the original
Payment  Obligation and the Certificate of Title or White Slip, such Receivables
shall not be an  Eligible  Receivable  hereunder,  until such  delivery is made.
Borrower will deliver monthly, with the delivery of the documentation evidencing
the  Receivables   above,  a  "Vehicle  Title  Exception   Report"  listing  all
Certificates  of Titles  which have not been  received by Lender or are due from
the appropriate state motor vehicle department.

6.3 ACCOUNT DEBTORS'  ADDRESSES. Borrower agrees to furnish to Lender from time
to time,  promptly upon request,  a list of all Account Debtors' names and their
most  current  addresses.  Borrower  agrees  that  Lender may from time to time,
consistent with standard or generally  accepted auditing  practices,  verify the
validity,  amount and any other matters  relating to the Receivables by means of
mail, telephone or otherwise, in the name of Borrower and during the continuance
of an Event of  Default  in the name of Lender or such  other name as Lender may
choose.

6.4   FINANCIAL  REPORTS.  Borrower  shall  furnish  to Lender  the  following
financial statements and reports, in a form satisfactory to Lender:

A. As soon as practicable  and in any event mailed within twenty (20) days after
the end of each  fiscal  month:  (i)  "Availability  Report,"  in the  form  and
substance of Exhibit "D" attached hereto;  (ii) Statement of Accounts Receivable
showing  the  detailed  aging of each  Receivable  according  to the  procedures
(Schedule  Section  1.14.D.);  (iii) a monthly  Profit  and Loss  Statement  and
Balance Sheet,  certified by Borrower's  chief  financial  officer or equivalent
duly elected officer of Borrower; (iv) Schedule of Receivables and Assignment in
the form and substance of Exhibit "E" attached  hereto;  and (v) with respect to
First Choice's inventory,  weekly availability reports (reflecting additions and
deletions),  with the original  title (open  status),  the purchase  invoice and
applicable Black Book valuation of each vehicle, and monthly availability report
(as a summary of the weekly  reports) with a detailed  aging of all inventory by
location.

B.  Within one  hundred  twenty  (120) days after the end of each of  Borrower's
fiscal years, annual financial statements,  or consolidated  statements,  as the
case may be, of Borrower prepared in accordance with GAAP,  consistently applied
and certified by its chief financial officer or equivalent duly elected officer.
The financial  statements shall consist of a balance sheet as of the end of such
fiscal year and comparative  statements of earnings,  cash flows,  and change in
stockholders' equity for such fiscal year (Schedule Section 6.6.).

C.  With  reasonable  promptness,  such  other  financial  data  as  Lender  may
reasonably request, including but not limited to tax returns, business plans and
reports.

Together with each delivery of financial  statements  required by subsections
A, B and C above,  Borrower  shall deliver to Lender and shall cause each of its
subsidiaries to deliver to Lender, if requested by Lender, a certificate in form
satisfactory  to Lender,  certifying  that no Default or Event of Default exists
under this Agreement as of the date of such  certificate,  or if a Default or an
Event of Default exists,  specifying the nature and period of existence  thereof
and what action Borrower proposes to take with respect thereto.

6.5.  FINANCIAL  STATEMENTS  OF  GUARANTORS. Each of the  Guarantors  (Schedule
Section  1.17.) shall  furnish to Lender  annual  financial  statements  in form
reasonably  satisfactory to Lender and certified by such Guarantor and a copy of
each Guarantor's  Federal Income Tax Return (including all schedules thereto and
amendments thereof) filed during the term hereof, within thirty (30) days of the
filing of the same.

6.6   NOTICE OF CHANGES. Borrower shall  promptly  notify Lender in writing of
any change of its officers,  directors or key  employees;  change of location of
its principal  offices,  change of location of any of its principal assets;  any
acquisition,   disposition  or  reorganization  of  any  corporate   subsidiary,
affiliate or parent of Borrower;  change of Borrower's name; death or withdrawal
of any partner (if Borrower is a  partnership);  any sale or purchase out of the
regular  course  of  Borrower's  business;  litigation  of which  Borrower  or a
Guarantor is a party; and any other material change in the business or financial
affairs of Borrower. 

7.   EVENTS OF DEFAULT AND REMEDIES 

7.1. EVENTS OF  DEFAULT.  The  occurrence  of any one or more of the  following
events shall constitute an "Event of Default":

A. If any payment of principal or interest or any other amount due Lender is not
paid within five (5) days after the same shall be due and payable.

B. If Borrower or Guarantor fails or neglects to perform, keep or observe any of
the terms, provisions, conditions or covenants, contained in this Agreement, any
of the other Loan  Documents  or any other  agreement  or  document  executed in
connection  with  the  transactions  contemplated  by this  Agreement  or if any
representation,  warranty or  certification  made by  Borrower  herein or in any
certificate or other writing delivered  pursuant hereto shall prove to be untrue
in any  material  respect  as of the date upon which the same was made or at any
time thereafter,  and the same is not cured to Lender's  satisfaction within ten
(10) days after Lender has given  written  notice to Borrower  identifying  such
Default,  provided  that if such Default can be  reasonably  cured within thirty
(30) days after Lender has given  written  notice to Borrower  identifying  such
Default,  Borrower  shall have thirty (30) days after  Lender has given  written
notice to Borrower  identifying such Default,  provided Borrower is continuously
and diligently pursuing such cure during such thirty (30) days.

C. If the validity or enforceability  of any lien,  charge,  security  interest,
mortgage,   pledge  or  other  encumbrance  granted  to  Lender  to  secure  the
Indebtedness  shall be impaired in any respect or to any degree, for any reason,
or if any other  lien,  charge,  security  interest,  mortgage,  pledge or other
encumbrance  shall be created or imposed upon the  Collateral  unless such lien,
charge, security interest,  mortgage, pledge or other encumbrance is subordinate
to that of Lender,  pursuant to a  subordination  and standstill  agreement in a
form and substance acceptable to Lender.

D. If any  judgment  against  Borrower  not covered by insurance in an amount in
excess of Twenty-Five Thousand Dollars ($25,000.00),  or any attachment or other
levy against the  properties  or assets of Borrower  with respect to a claim for
any  amount in excess of  Twenty-Five  Thousand  Dollars  ($25,000.00),  remains
unpaid, unstayed on appeal,  undischarged,  unbonded or undismissed for a period
of thirty (30) days.

E. Default in the payment of any sum due under any  instrument  of  indebtedness
for  borrowed  money,  in the  aggregate  outstanding  balance  in excess of One
Hundred Thousand Dollars ($100,000.00), owed by Borrower or any Guarantor to any
person,  or any other default under such instrument of indebtedness for borrowed
money that permits such  indebtedness  for borrowed money to become due prior to
its stated  maturity or permits the holders of such  indebtedness  for  borrowed
money to elect a majority of the board of  directors  or manage the  business of
Borrower or any Guarantor.

F. If a court or governmental authority of competent jurisdiction shall enter an
order, judgment or decree appointing,  with or without Borrower's or Guarantor's
consent or acquiescence,  a receiver,  custodian,  liquidator,  trustee or other
officer  with  similar  powers of Borrower or  Guarantor  or of the whole or any
substantial  part of its  properties  or assets,  or approving a petition  filed
against Borrower or Guarantor seeking reorganization,  arrangement, composition,
readjustment,  liquidation,  dissolution  or similar  relief  under the  federal
bankruptcy laws or any other applicable law, and such order,  judgment or decree
shall  remain  unvacated,  unstayed or not set aside for an  aggregate of thirty
(30) days (whether or not consecutive)  from the date of the entry thereof or if
any petition  seeking such relief shall be filed  against  Borrower or Guarantor
and such petition shall not be dismissed within thirty (30) days.

G. An event  shall  occur  which  shall  have a material  adverse  affect on the
operations or financial condition of the Borrower or Guarantor.

H. If either  Borrower or Guarantor  shall:  (i) be  generally  not paying their
respective  debts as they become due;  (ii) file a petition in  bankruptcy  or a
petition to take  advantage of any insolvency act or other act for the relief or
aid of debtors;  (iii) make an  assignment  for the benefit of their  creditors;
(iv)  consent to or  acquiesce  in the  appointment  of a  receiver,  custodian,
liquidator,  trustee or other  officer  with  similar  powers of either of their
properties  or assets;  (v) file a petition  or answer  seeking  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under the federal  bankruptcy  laws or any other  applicable law; (vi) be
adjudicated  insolvent or be liquidated;  (vii) admit in writing either of their
inability  to  pay  debts  as  they  become  due;  (viii)  voluntarily   suspend
transaction of usual business; or (ix) take any action,  corporate or otherwise,
for the purpose of any of the foregoing.

I. Any of the  following  shall occur:  (i) entry of a court order that enjoins,
restrains or in any way prevents  Borrower from  conducting  all or any material
part  of its  business  affairs  in the  ordinary  course  of  business  or (ii)
withdrawal or suspension of any license or authority required for the conduct of
any material part of Borrower's business.

J. If any Guarantor  gives notice of  termination  or  terminates  its liability
pursuant to the Guaranty Agreement executed in conjunction with this Agreement. 

7.2.  ACCELERATION  OF THE  INDEBTEDNESS. During the continuance of an Event of
Default, the outstanding  principal balance together with all accrued but unpaid
interest on the  Indebtedness  and all other sums due and payable by Borrower to
Lender  hereunder may, at the option of Lender and without demand,  presentment,
notice of dishonor, notice of intent to demand or accelerate payment,  diligence
in collecting,  grace, notice and protest or a legal process of any kind, all of
which are hereby expressly waived, be declared, and immediately shall become due
and payable.

7.3. LOUISIANA  CONFESSION OF JUDGMENT. In the event that Borrower is domiciled
in, or Collateral is located in,  Louisiana,  and to the extent of such domicile
or location where Louisiana law is applicable to this Agreement:

A. Borrower  hereby  confesses  judgment,  up to the full amount of  principal,
interest and attorney's fees and for any sums that Lender may advance during the
life of this  Agreement  for the  payment of premiums  of  insurance,  taxes and
assessments  or for  the  protection  and  preservation  of  this  Agreement  as
authorized  elsewhere in this Agreement,  and does by these  presents,  consent,
agree and  stipulate  that, in the event of any payment of principal or interest
due  hereunder  not being  promptly and fully paid when the same becomes due and
payable,  or in the event of failure to comply with any of the  obligations  set
forth herein,  the  Indebtedness  shall,  at the option of Lender become due and
payable, and it shall be lawful for Lender,  without making a demand and without
notice or putting in default,  the same being hereby expressly  waived, to cause
all and  singular  the  Collateral  herein  secured  to be  seized  and  sold by
executory  process issued by any competent court or to proceed with  enforcement
of its security interest in any other manner provided by law; and

B. Borrower  hereby  expressly  waives:  (a) the  benefit of  appraisement,  as
provided  in  Articles  2332,  2336,  2723,  and 2724,  Louisiana  Code of Civil
Procedure,  and all other laws conferring the same; (b) the demand and three (3)
days  delay  according  by  Articles  2639  and  2721,  Louisiana  Code of Civil
Procedure,  and all other laws  conferring  the same;  (c) the notice of seizure
required by Articles 2293 and 2721,  Louisiana Code of Civil Procedure,  and all
other  laws  conferring  the  same;  (d) the three (3) days  delay  provided  by
Articles 2331 and 2722,  Louisiana Code of Civil  Procedure,  and all other laws
conferring  the same;  and (e) the benefit of the other  provisions  of Articles
2331, 2722 and 2723,  Louisiana Code of Civil Procedure,  and all other Articles
not specifically mentioned above; and Borrower expressly agrees to the immediate
seizure of the Collateral in the event of suit thereon.

7.4 REMEDIES. During the continuance of an Event of Default,  Lender shall have
the  following  rights  and  remedies,   which  individual   remedies  shall  be
non-exclusive,  cumulative  and in addition  to each and every other  remedy set
forth in the Loan Documents or in this Agreement:

A. All of the  rights  and  remedies  of a  secured  party  under  the  Uniform
Commercial  Code as  enacted  in the  State of  Arizona,  as  amended,  or other
applicable law.

B. The right,  to the fullest extent  permissible by law, to: (i) enter upon the
premises of  Borrower,  or any other  place or places  where the  Collateral  is
located  and kept,  without  any  obligation  to pay rent to  Borrower,  through
self-help and without judicial process, without first obtaining a final judgment
or giving  Borrower  notice and  opportunity  for a hearing on the  validity  of
Lender's claim, and remove the Collateral therefrom to the premises of Lender or
any agent of Lender, for such time as Lender may desire, in order to effectively
collect and liquidate the Collateral;  and/or (ii) require  Borrower to assemble
the  Collateral  and make it available to Lender at a place to be  designated by
Lender, in Lender's reasonable discretion.

C. The right to sell or otherwise  dispose of any or all  Collateral in its then
condition at public or private sale or sales, in lots or in bulk, for cash or on
credit, all as Lender, in its discretion, may deem advisable; provided that such
sales may be adjourned from time to time with or without notice. The requirement
of reasonable notice to Borrower of the time and place of any public sale of the
Collateral  or of the time after which any  private  sale either by Lender or at
its option, a broker, or any other intended  disposition  thereof is to be made,
shall be met if such  notice is mailed,  postage  prepaid,  to  Borrower  at the
address of Borrower designated herein at least ten (10) Business Days before the
date of any public sale or at least ten (10) Business Days before the time after
which any private sale or other  disposition is to be made unless applicable law
requires otherwise.
 
  Lender shall have the right to conduct such sales on  Borrower's  premises or
elsewhere and shall have the right to use Borrower's premises without charge for
such  sales  for such  time or times as  Lender  may see fit.  Lender  is hereby
granted a license or other  right to use,  without  charge,  Borrower's  labels,
copyrights,  rights of use of any name, trade secrets,  trade names,  trademarks
and advertising  matter,  or any property of a similar nature, as it pertains to
the  Collateral,  in  advertising  for  sale  and  selling  any  Collateral  and
Borrower's rights under all licenses and all franchise agreements shall inure to
Lender's  benefit.  Lender agrees to hold  Borrower  harmless from any liability
arising out of Lender's use of Borrower's premises, labels,  copyrights,  rights
of use of any name,  trade  secrets,  trade names,  trademarks  and  advertising
matter,  or any property of a similar nature as it pertains to  advertising  for
sale, marshaling or selling the Collateral.

 Lender  shall  have the right to sell,  lease or  otherwise  dispose  of the
Collateral,  or any part thereof,  for cash, credit or any combination  thereof,
and Lender may purchase all or part of the Collateral at public or, if permitted
by law,  private sale and, in lieu of actual payment of such purchase price, may
set off the amount of such price against the  Indebtedness  owing by Borrower to
Lender.  The proceeds  realized from the sale of any Collateral shall be applied
first to reasonable  costs and expenses,  attorney's  fees,  expert witness fees
incurred by Lender for collection and for acquisition,  completion,  protection,
removal,  storage, sale and delivery of the Collateral;  second to all payments,
other than principal and interest,  due under this Agreement;  third to interest
due upon any of the  Indebtedness;  fourth to the principal balance owing on the
Indebtedness;  and fifth the remainder,  if any, to Borrower,  its successors or
assigns,  or to whomsoever may be lawfully  entitled to receive the same. If any
deficiency shall arise, Borrower shall remain liable to Lender therefor.

D. In the event that  Borrower is  domiciled  in, or  Collateral  is located in,
Louisiana, and to the extent of such domicile or location where Louisiana law is
applicable  to  this  Agreement,  the  right  to  cause  all  and  singular  the
hereinabove  described  Collateral to be seized and sold under executory process
without appraisement, appraisement being hereby expressly waived, as an entirety
or in parcels, as Lender may determine, to the highest bidder for cash.

E. The right to appoint or seek appointment of a receiver,  custodian or trustee
of Borrower or any of its properties or assets pursuant to court order.

F. The right to cease all advances hereunder.

G. All other rights and remedies that Lender may have at law or in equity.

7.5.  NO WAIVER. No delay,  failure or omission of Lender to exercise  any right
upon the  occurrence  of any Default or Event of Default  shall  impair any such
right or shall be  construed  to be a  waiver  of any such  Default  or Event of
Default or an acquiescence therein.  Lender may, from time to time, in a writing
waive  compliance by the other  parties with any of the terms of this  Agreement
and its rights and remedies upon any Default or Event of Default,  and, Borrower
agrees  that no waiver by Lender  shall ever be legally  effective  unless  such
waiver shall be acknowledged  and agreed in writing by Lender.  No waiver of any
Default  or Event of  Default  shall  impair  any right or remedy of Lender  not
specifically waived. No single,  partial or full exercise of any right of Lender
shall  preclude  any other or  further  exercise  thereof.  No  modification  or
amendment of or  supplement  to this  Agreement or any other  written  agreement
between the parties  hereto shall be valid or effective  (or serve as a basis of
reliance  by way of  estoppel)  unless the same is in writing  and signed by the
party against whom it is sought to be enforced.  The acceptance by Lender at any
time and from to time of a partial  payment  or  partial  performance  of any of
Borrower's obligations set forth herein shall not be deemed a waiver, reduction,
modification  or release from any Default or Event of Default then existing.  No
waiver by  Lender of any  Default  or Event of  Default  shall be deemed to be a
waiver of any other existing or any subsequent Default or Event of Default.

7.6   APPLICATION  OF PROCEEDS. If an Event of Default shall have occurred and
is continuing, all amounts received by Lender on account of any Indebtedness and
realized by Lender with respect to the Collateral,  including any sums which may
be held by Lender, or the proceeds of any thereof,  shall be applied in the same
manner as proceeds of Collateral as set forth in Section 7.4.C. hereof.

7.7   APPOINTMENT  OF  LENDER  AS  ATTORNEY-IN-FACT.  Borrower   irrevocably
designates,  makes,  constitutes and appoints Lender (and all persons reasonably
designated by Lender),  with full power of substitution,  as Borrower's true and
lawful  attorney-in-fact  (and not agent-in-fact) and Lender, or Lender's agent,
may, without notice to Borrower,  and at such time or times thereafter as Lender
or said agent, in its discretion, may determine, in Borrower's or Lender's name,
at no duty or obligation on Lender, do the following:

A. All acts and things  necessary to fulfill  Borrower's  administrative  duties
pursuant to this  Agreement,  including,  but not limited to, the  execution  of
financing statements;

B. During the continuance any Default,  all acts and things necessary to fulfill
Borrower's  obligations  under this Agreement and the Loan Documents,  except as
set forth in Section 7.7.C below, at the cost and expense of Borrower.

C. In addition to, but not in limitation of the foregoing,  at any time or times
during the continuance of an Event of Default,  Lender shall have the right: (i)
to enter upon  Borrower's  premises and to receive and open all mail directed to
Borrower and remove all payments to Borrower on the Receivables; however, Lender
shall turn over to Borrower all of such mail not relating to  Receivables;  (ii)
in the name of  Borrower,  to notify the Post Office  authorities  to change the
address for the delivery of mail addressed to Borrower to such address as Lender
may designate  (notwithstanding  the  foregoing,  for the purposes of notice and
service of process to or upon Borrower as set forth in this Agreement,  Lender's
rights to change the address for the  delivery of mail shall not give Lender the
right to change  the  address  for  notice  and  service  of  process to or upon
Borrower  in this  Agreement);  (iii)  demand,  collect,  receive  for and  give
renewals, extensions,  discharges and releases of any Receivable; (iv) institute
and prosecute legal and equitable  proceedings to realize upon the  Receivables;
(v) settle,  compromise,  compound or adjust claims in respect of any Receivable
or any legal  proceedings  brought in respect thereof;  (vi) generally,  sell in
whole or in part for  cash,  credit  or  property  to others or to itself at any
public or private sale, assign,  make any agreement with respect to or otherwise
deal with any of the  Receivables  as fully and completely as though Lender were
the absolute owner thereof for all purposes, except to the extent limited by any
applicable  laws and subject to any  requirements of notice to Borrower or other
persons under  applicable  laws; (vii) take possession and control in any manner
and in any  place of any  cash or  non-cash  items of  payment  or  proceeds  of
Receivables;  (viii)  endorse the name of Borrower upon any notes,  acceptances,
checks,  drafts,  money orders,  chattel paper or other  evidences of payment of
Receivables  that may come into Lender's  possession;  and (ix) sign  Borrower's
name on any instruments or documents  relating to any of the  Collateral,  or on
drafts against Account Debtors.

   The appointment of Lender as attorney-in-fact for Borrower is coupled with an
interest  and  is   irrevocable,   until  this  Agreement  is  terminated,   the
Indebtedness  has  been  paid in full  and  Lender's  security  interest  in the
Collateral has been terminated.
 
8.EXPENSES AND INDEMNITIES

8.1.  REIMBURSEMENT  FOR EXPENSES. Upon the occurrence of a Default,  except as
set forth in the Schedule  Section 8.1.,  Borrower  agrees to reimburse  Lender,
upon demand,  for all  reasonable  out-of-pocket  expenses  (including  costs of
establishing and maintaining accounts or arrangements set forth in Section 3.10,
attorney's fees, expert witness fees and legal expenses)  incurred in connection
with the evaluation of collateral,  preservation of collateral, or collection of
the Indebtedness.

8.2.  LENDER'S EXPENSES AND ATTORNEY'S FEES. UPON AND AFTER AN EVENT OF DEFAULT,
LENDER SHALL BE ENTITLED TO RECOVER FROM BORROWER AND GUARANTORS ALL OF LENDER'S
ATTORNEY'S  FEES AND REASONABLE  COSTS AND EXPENSES  INCURRED IN THE EXERCISE OF
LENDER'S RIGHTS SET FORTH IN THIS AGREEMENT, AND ALL DAMAGES SUSTAINED BY LENDER
BY REASON OF  MISREPRESENTATION,  BREACH OF  WARRANTY  OR BREACH OF  COVENANT OF
BORROWER HEREIN, EXPRESSED OR IMPLIED, WHETHER CAUSED BY THE ACTS OR DEFAULTS OF
BORROWER,   ACCOUNT  DEBTORS  OR  OTHERS;  INCLUDING  WITHOUT  LIMITATION,   ALL
ATTORNEY'S  FEES  ARISING  FROM  SUCH  SERVICES,  EXPERT  WITNESS  FEES  AND ANY
EXPENSES,  COSTS AND CHARGES  RELATING  THERETO,  AND ALL OF THE FOREGOING SHALL
CONSTITUTE  PART OF THE  INDEBTEDNESS  SECURED  BY THE  COLLATERAL  AND SHALL BE
PAYABLE ON DEMAND.

8.3.  GENERAL  INDEMNIFICATION. Borrower  hereby  agrees to indemnify and hold
Lender harmless from and against any and all claims,  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements   (collectively  "Claim"  or  "Claims")  of  any  kind  or  nature
whatsoever,  asserted  by any party  other  than  Borrower,  or with  respect to
Borrower only as otherwise  provided in this Agreement or pursuant to applicable
law  regarding  Lender's  obligations  to  Borrower,  which may be  imposed  on,
incurred by or  asserted  against  Lender,  or any of its  officers,  directors,
employees or agents  (including  accountants,  attorneys or other  professionals
hired by Lender) in any way relating to or arising out of the Loan  Documents or
any  action  taken or  omitted by  Lender,  or any of its  officers,  directors,
employees or agents  (including  accountants,  attorneys or other  professionals
hired by Lender) under the Loan Documents, except to the extent such indemnified
matters are finally found by a court to be caused by Lender's  gross  negligence
or wilful misconduct.

9.    MISCELLANEOUS

9.1.  NOTICES.  All  notices,  demands,  billings,  requests  and other  written
communications  hereunder shall be deemed to have been properly given:  (i) upon
personal  delivery;  (ii) on the third  Business Day  following the day sent, if
sent by registered or certified  mail;  (iii) on the next Business Day following
the day sent, if sent by overnight  express courier;  or (iv) on the day sent or
if such day is not a Business Day on the next Business Day after the day sent if
sent by telecopy  providing  the  receiving  party has  acknowledged  receipt by
return telecopy, in each case, to Lender,  Borrower or Guarantors at its address
and/or telecopy  number as set forth in this Agreement or Schedule  Section 9.1,
or at such other address  and/or  telecopy  number as either party may designate
for such purpose in a written notice given to the other party.

    Lender shall have the right,  on or after initial  funding  pursuant to the
terms of this Agreement, but subject to Borrower's reasonable approval as to the
form, content and recipients thereof, to issue a press release or other brochure
announcing  the  consummation  of the  Loan  Documents  and to  distribute  that
information  to third parties in the normal course of Lender's  business,  at no
cost to Borrower. 

9.2.  PARTICIPATIONS. Borrower and Guarantors acknowledge and agree that Lender
may from time to time sell or offer to sell  interests in the  Indebtedness  and
the  Loan  Documents  to one  or  more  participants.  Borrower  and  Guarantors
authorize  Lender  to  disseminate  any  information  it has  pertaining  to the
Indebtedness,   including  without  limitation,   complete  and  current  credit
information on Borrower and any of its principals  and  Guarantors,  to any such
participant or prospective participant.

9.3   SURVIVAL OF AGREEMENTS. All of the various  representations,  warranties,
covenants  and  agreements  of  Borrower  (including  without  limitation,   any
agreements  to pay costs  and  expenses  and to  indemnify  Lender)  in the Loan
Documents shall survive the execution and delivery of the Loan Documents and the
performance  under such Loan Documents,  and shall further survive until one (1)
year and one (1) month after all of the  Indebtedness  is paid in full to Lender
and all of  Lender's  obligations  to  Borrower  under  the Loan  Documents  are
terminated.

9.4.  NO OBLIGATION  BEYOND MATURITY. Borrower agrees and acknowledges that upon
the Maturity Date, Lender shall have no obligation to renew,  extend,  modify or
rearrange the Loan and shall have the right to require all amounts due and owing
under the Loan to be paid in full upon such date. 

9.5.  PRIOR AGREEMENTS SUPERSEDED. This Agreement constitutes the sole and only
agreement  of the parties  hereto and  supersedes  any prior  understandings  or
written or oral agreements  between the parties respecting the subject matter of
this  Agreement.  No provision of this Agreement or other document or instrument
relating  hereto may be modified,  waived or terminated  except by instrument in
writing executed by the party against whom a modification, waiver or termination
is sought to be enforced.

9.6.  PARTIES  BOUND. This  Agreement  shall be  binding  on and  inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators,  legal  representatives,   successors  and  assigns,  except  as
otherwise expressly provided for herein. Borrower and Guarantor shall not assign
any of their respective rights or obligations pursuant this Agreement.

9.7.  NUMBER AND GENDER. Whenever  used  herein,  the  singular  number  shall
include the plural and the plural the singular,  and the use of any gender shall
be applicable to all genders. The duties, covenants,  obligations and warranties
of Borrower in this Agreement shall be joint and several obligations of Borrower
and of each Borrower if more than one.

9.8.  NO THIRD PARTY  BENEFICIARY. This  Agreement is for the sole benefit of
Lender and Borrower and is not for the benefit of any third party.

9.9.  EXECUTION IN  COUNTERPARTS. This Agreement may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which when so executed and delivered shall be deemed to be an original,  and all
of which taken together shall constitute but one and the same instrument.

9.10. SEVERABILITY  OF  PROVISIONS. Any  provision  which is  determined to be
unconscionable,  against public policy or any provision of this Agreement  which
is  prohibited  or  unenforceable   in  any  jurisdiction   shall,  as  to  such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.

9.11. HEADINGS. The Article and Section headings used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.

9.12. SCHEDULES AND EXHIBITS. Any and all exhibits hereto are hereby expressly
incorporated by reference as though fully set forth at that point verbatim.  All
terms and  provisions  as defined or set forth in Article 1 and in any  Schedule
are hereby  incorporated into and made a part of this Agreement.  Each reference
in this  Agreement and the Schedule  hereto to any  information  or  definitions
contained in Article 1 or the Schedule  shall mean and refer to the  information
or  definitions  as set forth in Article 1 and the  Schedule  unless the context
specifically requires otherwise. Any terms used in Article 1 and in the Schedule
which are not defined shall have the meanings  ascribed to such terms, as of the
date of this Agreement,  by the Uniform  Commercial Code as enacted in the State
of Arizona to the extent the same are defined therein.

9.13. FURTHER  INSTRUMENTS. Borrower and  Guarantors  shall from time to time
execute and deliver, and shall cause each of Borrower's  subsidiaries to execute
and deliver, all such amendments, supplements and other modifications hereto and
to the other Loan  Documents and all such financing  statements or  continuation
statements,  instruments  of further  assurance and any other  instruments,  and
shall take such other actions, as Lender reasonably requests and deems necessary
or advisable in furtherance of the agreements contained herein.

9.14. LENDER'S  EXPENSES  AND  ATTORNEY'S  FEES. UPON  AND  AFTER  AN EVENT OF
DEFAULT, LENDER SHALL BE ENTITLED TO RECOVER FROM BORROWER AND GUARANTORS ALL OF
LENDER'S  ATTORNEY'S  FEES AND  REASONABLE  COSTS AND  EXPENSES  INCURRED IN THE
EXERCISE  OF  LENDER'S  RIGHTS  SET  FORTH IN THIS  AGREEMENT,  AND ALL  DAMAGES
SUSTAINED BY LENDER BY REASON OF MISREPRESENTATION, BREACH OF WARRANTY OR BREACH
OF COVENANT OF BORROWER HEREIN, EXPRESSED OR IMPLIED, WHETHER CAUSED BY THE ACTS
OR  DEFAULTS  OF  BORROWER,   ACCOUNT  DEBTORS  OR  OTHERS;   INCLUDING  WITHOUT
LIMITATION,  ALL ATTORNEY'S FEES ARISING FROM SUCH SERVICES, EXPERT WITNESS FEES
AND ANY EXPENSES,  COSTS AND CHARGES RELATING THERETO,  AND ALL OF THE FOREGOING
SHALL CONSTITUTE PART OF THE INDEBTEDNESS SECURED BY THE COLLATERAL AND SHALL BE
PAYABLE ON DEMAND.

9.15. GOVERNING LAW. THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED BY BORROWER
AND  GUARANTOR AND ACCEPTED BY LENDER IN MARICOPA  COUNTY,  ARIZONA AND SHALL BE
GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS (AS OPPOSED TO
THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ARIZONA.

9.16. JURISDICTION  AND  VENUE. TO  INDUCE  THE  LENDER  TO  ENTER  INTO  THIS
AGREEMENT,  BORROWER,  GUARANTORS AND LENDER  IRREVOCABLY AGREE THAT, SUBJECT TO
THE LENDER'S ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT,
ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR
THE  COLLATERAL  SHALL BE LITIGATED IN COURTS  HAVING SITUS WITHIN THE COUNTY OF
MARICOPA, STATE OF ARIZONA.  BORROWER,  GUARANTORS AND LENDER HEREBY CONSENT AND
SUBMIT TO THE  JURISDICTION OF ANY LOCAL,  STATE OR FEDERAL COURT LOCATED WITHIN
SAID COUNTY AND STATE AND WAIVE  PERSONAL  SERVICE OF ANY AND ALL  PROCESS  UPON
BORROWER,  AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY  REGISTERED
MAIL DIRECTED TO BORROWER AT THE ADDRESS SET FORTH IN SCHEDULE  SECTION 9.16 AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF.

9.17  WAIVER. EXCEPT AS OTHERWISE  PROVIDED FOR IN THIS  AGREEMENT  AND TO THE
EXTENT NOT  PROHIBITED BY APPLICABLE  LAW,  BORROWER AND EACH  GUARANTOR  HEREBY
WAIVES (i) PRESENTMENT,  DEMAND AND PROTEST AND NOTICE OF PRESENTMENT,  PROTEST,
DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, AND ONE OR MORE
EXTENSIONS  OR  RENEWALS OF ANY OR ALL  ACCOUNTS,  CONTRACT  RIGHTS,  DOCUMENTS,
INSTRUMENTS,  CHATTEL  PAPER AND  GUARANTIES  AT ANY TIME HELD BY THE  LENDER ON
WHICH  BORROWER  MAY IN ANY WAY BE  LIABLE  AND  HEREBY  RATIFIES  AND  CONFIRMS
WHATEVER THE LENDER MAY DO IN THIS REGARD; (ii) ALL RIGHTS TO NOTICE AND HEARING
PRIOR TO THE LENDER'S TAKING POSSESSION OR CONTROL OF, OR THE LENDER'S REPLEVIN,
ATTACHMENT OR LEVY ON OR OF THE  COLLATERAL OR ANY BOND OR SECURITY  WHICH MIGHT
BE REQUIRED BY ANY COURT  PRIOR TO  ALLOWING  THE LENDER TO EXERCISE  ANY OF THE
LENDER'S  REMEDIES;  AND (iii) THE  BENEFIT OF ALL  VALUATION,  APPRAISEMENT  OR
EXEMPTION LAWS.

9.18. ADVICE OF COUNSEL. BORROWER AND EACH  GUARANTOR  ACKNOWLEDGES  THAT THEY
HAVE BEEN  REPRESENTED AND ADVISED BY INDEPENDENT  LEGAL COUNSEL WITH RESPECT TO
THE NEGOTIATION,  EXECUTION AND ACCEPTANCE OF THIS AGREEMENT AND THE TRANSACTION
GOVERNED BY THIS  AGREEMENT  AND  SPECIFICALLY  WITH  RESPECT TO THE  PROVISIONS
CONTAINED IN SECTIONS 8.3, 9.15,  9.16, 9.17, 9.18, 9.19 and 9.20 HEREOF AND HAS
RELIED UPON THE ADVICE OF ITS INDEPENDENT LEGAL COUNSEL IN AGREEING TO THE TERMS
AND CONDITIONS  HEREIN AND IN EXECUTING AND DELIVERING THIS AGREEMENT,  AND THAT
THEY HAVE FREELY AND  VOLUNTARILY  ENTERED INTO THIS AGREEMENT AS THE PRODUCT OF
ARMS' LENGTH NEGOTIATIONS.

9.19. WAIVER OF RIGHT TO TRIAL BY JURY. LENDER,  BORROWER AND GUARANTORS HEREBY
COVENANT  AND AGREE  THAT IN ANY SUIT,  ACTION OR  PROCEEDING  IN RESPECT OF ANY
MATTER  ARISING OUT OF THIS  AGREEMENT,  THE  DOCUMENTS  EXECUTED IN  CONNECTION
HEREWITH, ANY WRITTEN AGREEMENT BETWEEN THE PARTIES HERETO, WHETHER NOW EXISTING
OR HEREAFTER  ARISING OR IN ANY WAY RELATED TO,  CONNECTED WITH OR INCIDENTAL TO
THE  DEALINGS  OF THE  PARTIES  HERETO OR  TRANSACTIONS  CONTEMPLATED  HEREBY OR
THEREBY WHETHER  SOUNDING IN CONTRACT OR TORT OR OTHERWISE,  TRIAL SHALL BE TO A
COURT OF COMPETENT  JURISDICTION  AND NOT TO A JURY;  LENDER,  BORROWER AND EACH
GUARANTOR HEREBY EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY. ANY
PARTY MAY FILE AN  ORIGINAL  COUNTERPART  OR A COPY OF THIS  AGREEMENT  WITH ANY
COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.

9.20. TIME OF ESSENCE  Subject to any grace periods,  cure periods or other such
provisions  herein,  time is of the essence for the  performance the obligations
set forth in this  Agreement and the Loan  Documents.  

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

BORROWER:
        
FLORIDA FINANCE GROUP INC.


By: /s/ Charles D. Bonanno
---------------------------
Charles D. Bonanno, Executive Vice President  (Date)

LIBERTY FINANCE COMPANY.


By: /s/ Charles D. Bonanno                      
---------------------------
Charles D. Bonanno, Executive Vice President  (Date)

SMART CHOICE RECEIVABLES HOLDING COMPANY


By: /s/ Charles D. Bonanno  
---------------------------
Charles D. Bonanno, Assistant Vice President  (Date)

FIRST CHOICE AUTO FINANCE, INC.


By: /s/ Charles D. Bonanno 
---------------------------
Charles D. Bonanno, Assistant Vice President  (Date)


RANTORS:

SC HOLDINGS, INC.


By: /s/ Charles D. Bonanno   
---------------------------
Charles D. Bonanno, Assistant Vice President  (Date)

Smart Choice Automotive Group, Inc.


By: /s/ Charles D. Bonanno     
---------------------------
Charles D. Bonanno, Assistant Vice President  (Date)


LENDER:
        
FINOVA CAPITAL CORPORATION,
a Delaware corporation



By: /s/ Stephen J. Thomas                     
--------------------------
Stephen J. Thomas, Vice President      (Date)


<PAGE>
      

EXHIBIT "A"
                            REQUEST FOR ADVANCE FORM

                           FLORIDA FINANCE GROUP, INC.
                         FIRST CHOICE AUTO FINANCE, INC.

To:             FINOVA Capital Corporation
                13355 Noel Road
                Suite 800
                Dallas, Texas 75240


Re:  Loan and  Security  Agreement  (as  amended  from  time to time,  the "Loan
     Agreement"),  dated  as of  ______________,  by and  among  FINOVA  Capital
     Corporation and FLORIDA FINANCE GROUP INC.

Date of Request:______________, 199__

     This  Advance  Request is  delivered  pursuant  to Section  4.2 of the Loan
Agreement.  All terms defined in the Loan Agreement  shall have the same meaning
herein, except as expressly stipulated otherwise herein.

  I.  (i)  Total Receivables at Request Date:  ______________________ 

      (ii) Less:
           (A) Unearned finance charges/insurance/fees  (            )
           (B) Net Ineligible Receivables               (            )

               Total Eligible Receivables 
               (I.(i) minus I.(ii)(A) and (B))          ______________  

II.   (i)  Gross Availability:

           Advance Rate ________% x Total Eligible Receivables _______________ 

      (ii) Less Current Outstanding Balance of Indebtedness   (_______________)
      (iii)Net Availability (II.(i) minus II.(ii))             _______________  
      (iv) Request for Advance                                 _______________

      Availability after Advance (II.(iii) minus II.(iv))      _______________

Borrower hereby certifies that:

a.   upon making the Advance,  the principal balance of the outstanding Advances
     made by the  Lender  shall be equal to or less  than the  lesser of (i) the
     Amount of Revolving Loan Credit Line or (ii) the  Availability  on Eligible
     Receivables.

b.   the  representations and warranties made in the Loan Agreement are true and
     correct in all material respects as of the date hereof;

c.   no Event of Default or a Default has occurred and is continuing or would be
     caused by the Advance requested hereby;

d.   Borrower  has  performed  and complied in all  material  respects  with all
     agreements and  conditions  required to be performed or complied with by it
     under the Loan Documents.

e.   all  necessary  authorizations  and  approvals  contemplated  by  the  Loan
     Documents have been duly obtained and are in full force and effect; and

f.   the proceeds of the  requested  Advance  shall be used for the purposes set
     forth in Section 3.13 of the Loan Agreement.

                                        FLORIDA FINANCE GROUP, INC.
                                        FIRST CHOICE AUTO FINANCE, INC.

                                        By:___________________________________
                                        Name:_________________________________ 
                                        Title:________________________________

<PAGE>

EXHIBIT "B"

                           SAMPLE FINANCING STATEMENT

                    To be filed with the Secretary of State
                                of the State of


FINANCING STATEMENT

This Financing Statement is presented to a Filing Officer for filing pursuant to
the _____ Uniform Commercial Code.

          1.   The name and address of the Debtor ("Debtor") is:
               ______________________________________
               ______________________________________
               ______________________________________

                Taxpayer Identification Number:______________________        
                                                              
                                                              
          2.   The name and address of the Secured Party ("Secured Party") is:

                FINOVA Capital Corporation
                Dial Tower
                Dial Corporate Center
                Phoenix, Arizona 85077
                Attn:  Vice President - Law Department

          3.   Debtor hereby grants a security interest to Secured Party in, and
               this  Financing   Statement   covers,   the  following  types  of
               collateral  whether now owned or hereafter  acquired and wherever
               located ("Collateral"):

          A.   All accounts  and any other rights of Debtor to receive  payment;
               including, without limitation, all loans, extensions of credit or
               Debtor's right to payment for goods sold or services  rendered by
               Debtor and all chattel paper,  instruments,  contract  rights and
               general intangibles,  all of Debtor's right, remedies,  security,
               liens, guaranties,  or other contracts of suretyship with respect
               thereto,  all  deposits  or other  security  or  support  for the
               obligation  thereunder and credit and other insurance acquired by
               the obligor thereon or the Debtor in connection therewith;

          B.   All Inventory,  new or used, including,  but not limited to,
               parts and accessories;

          C.   All bank accounts of Debtor;

          D.   All monies,  securities  and  property,  now or  hereafter  held,
               received  by,  or  entrusted  to in the  possession  or under the
               control of Secured Party or a bailee of Secured Party;

          E.   All  accessions  to,  substitutions  for  and  all  replacements,
               products  and  proceeds  of  the  foregoing,  including,  without
               limitation,  proceeds  (including  but not limited to claims paid
               and premium refunds) of insurance policies  referenced in Section
               A above; and


          F.   All books and records (including,  without  limitation,  customer
               lists, credit files,  tapes, ledger cards,  computer software and
               hardware, electronic data processing software, computer programs,
               printouts  and other  computer  materials  and records) of Debtor
               evidencing  or  containing   information  regarding  any  of  the
               foregoing.

     This Financing  Statements covers all of the foregoing,  whether located at
those locations set forth on Exhibit "A" attached hereto and fully  incorporated
herein for all purposes; or elsewhere.



SECURED PARTY:                                  DEBTOR:
FINOVA CAPITAL CORPORATION


By:_____________________________                By:__________________________ 
     (Signature)                                     (Signature)
________________________________                _____________________________
     (Printed Name and Title)                   (Printed Name and Title)
                                                                 

<PAGE>
EXHIBIT "C"
       
                                                              Rediscount Finance


                        REQUEST FOR RETURN OF COLLATERAL


To:     FINOVA Capital Corporation
        13355 Noel Road
        Suite 800
        Dallas, Texas 75240


From:   FLORIDA FINANCE GROUP INC.
        4037 66th Street North
        St. Petersburg, Florida 33709

By:     ____________________________    (Authorized Agent)

Please return the  collateral  you are holding on the following  accounts  which
have been paid-out or renewed during the period from ____________________ 
to___________________________ ;


INSTRUCTIONS:  Please list accounts in NUMERICAL  ORDER and designate the reason
for request (P/O - Paid Out; R - Renewed;  L - Legal;  C/O -  Charge-off).  Send
this form to FINOVA;  a copy  shall be  returned  to you along  with  collateral
requested.



Borrower       Loan/Account     Date of      Reason for    Name of Account
Branch         Number            Loan        Request       Debtor
Office

_______        ____________    _________     _________    _________________



The Collateral for the above loans and/or accounts is being returned to you.


Date Collateral Requested:___________________________   
Date Collateral Mailed:______________________________
                    
FINOVA Representative Responsible for 
Return of Collateral: _______________________________                       
                         (Signature)  (Date)       

FINOVA Managing Account Executive 
Authorization for Return:____________________________
                         (Signature)  (Date)      
                                               
<PAGE>

                                                              Rediscount Finance

                              AVAILABILITY REPORT
                             (Per attached report)

                     SCHEDULE OF RECEIVABLES AND ASSIGNMENT

                                   ASSIGNMENT

     FOR VALUE  RECEIVED,  the undersigned  assignor hereby assigns,  transfers,
sets over,  and delivers in pledge to FINOVA Capital  Corporation,  (hereinafter
called  the  "Assignee"),  its  successors  or  assigns,  each and  every of the
Accounts,  Notes,  Security  Agreements,   Conditional  Sale  Contracts,   Lease
Agreements,  Chattel Mortgages, Deeds of Trust, Contracts,  Drafts, Acceptances,
and  other  lien  instruments,   obligations,   claims,   chooses-in-action  and
receivables (hereinafter collectively designated as "Receivables") identified by
account  no._______  through  no.______,  inclusive,  made/purchased  during the
period  from  ________________________  through  _________________,   inclusive,
totaling  $_______________ as evidenced by the individual  notes/instruments and
listing of the  receivables  assigned  herein which is attached  hereto with the
same force and effect as if each account was  individually  listed and set forth
hereon in detail, together with all right, title and interest of the undersigned
in and to the  same  and in  and  to the  merchandise,  equipment  and  property
described in the  Receivables  or thereto  appertaining,  and together  with all
monies  owing  or to  become  due  thereon,  and  any  and  all  notes,  drafts,
acceptances,  evidences of indebtedness,  contracts,  mortgages, deeds of trust,
liens, security,  collateral,  guaranties,  rights,  remedies and powers thereto
relating or  appertaining,  and all proceeds of any of the foregoing,  with full
right and irrevocable power and authority in said assignee,  and its assigns for
sole benefit and use of said  assignee and its assigns,  at any and all times to
collect,  enforce,  sue on,  sell,  transfer,  assign,  pledge,  compromise  and
discharge the same, or otherwise deal therewith as the absolute  property of the
Assignee and its assigns.  The term "Receivables"  wherever used herein shall be
deemed to also include any other receivables assigned to or acquired by Assignee
in substitution or replacement of any of the original receivables or in addition
thereto.  All  capitalized  terms used, but not defined  herein,  shall have the
respective  meanings  ascribed to such terms in that  certain  Loan and Security
Agreement by and among FINOVA  Capital  Corporation,  assignor and the guarantor
named therein, dated ________, 199_ (the "Loan Agreement"). Reference is made to
the  Loan  Agreement  for  a  statement  of  additional  terms,  conditions  and
provisions with respect to the Receivables.
                
     And for value received, the undersigned hereby represents,  covenants,  and
warrants to FINOVA Capital  Corporation,  its successors and assigns,  that said
receivables  are genuine and in all  respects  what they purport to be; that the
undersigned  has no knowledge of any fact which would impair the validity of any
said  receivable;  that said  receivables  are valid and subsisting and that the
undersigned  has good right to pledge and  transfer  the same;  that the amounts
owing thereon are not disputed by the Account  Debtor;  that the payment thereof
is not contingent on the  fulfillment  of any  warranties or conditions  past or
future;  and that there is now owing by the  Account  Debtor  named in each such
receivable the total amount of unpaid balance as shown above and that the amount
thereof is not subject to any dispute or counterclaims; and that the undersigned
hereby  warrants and  represents  that the  Receivables  assigned  hereunder are
Eligible  Receivables as of the date hereof,  as defined in the Loan  Agreement.
The  undersigned  further  covenants  and  warrants  that no prior  transfer  or
assignment of any said receivables has been made.


                                   FLORIDA FINANCE GROUP INC.
                                   FIRST CHOICE AUTO FINANCE, INC.


Date:______________________        By:_______________________________ 
                                   Name:                               
                                   Title: 
<PAGE>

                        LISTING OF ASSIGNED RECEIVABLES
             (Attachment to Schedule of Receivables and Assignment)



ACCOUNT             TELEPHONE  RENEWAL(R)    TOTAL
NAME      ADDRESS   NUMBER     NEW LOAN(N)   PAYMENTS    TERM       PAYMENT

______    ________  ________   ___________   __________  _____    _________




                                FLORIDA FINANCE GROUP INC.
                                


Date: ____________________      By:___________________________ 
                                Name: 
                                Title: