EXHIBIT 10.71

THIS DEBENTURE AND THE SECURITIES  ISSUABLE UPON THE CONVERSION  HEREOF HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT") OR ANY APPLICABLE  STATE SECURITIES LAW. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED UNLESS (i) THERE IS
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (ii) AN OPINION
OF COUNSEL IN FORM,  SUBSTANCE  AND SCOPE  REASONABLY  ACCEPTABLE TO THE COMPANY
REGISTRATION  IS NOT REQUIRED UNDER THE  SECURITIES ACT OR ANY APPLICABLE  STATE
SECURITIES LAW OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID SECURITIES ACT.

                                    EXHIBIT A
                    CONVERTIBLE SUBORDINATED PROMISSORY NOTE

AMOUNT: ($750,000.00)                          CLOSING DATE:  November 3, 1997

FOR VALUE RECEIVED,  the undersigned,  SMART CHOICE  AUTOMOTIVE  GROUP,  INC., a
Florida Corporation,  ("Maker",  "Borrower",  or "Company"), promise to pay to
the order of BANKERS LIFE INSURANCE  COMPANY,  a Florida  corporation,  together
with any other subsequent holder hereof ( collectively referred to as "Holder"),
the  principal  sum of Seventy  Five HUNDRED AND FIFTY  THOUSAND  AND  NO/100THS
($750,000.00)  together  with  interest  thereon at the Prime  Rate,  as defined
herein, until  maturity,  on the balance of the  principal  from time to time
remaining unpaid (the applicable interest rate per annum at any given time being
hereinafter  referred to as the  "Interest  Rate"),  provided that such Interest
Rate shall not in any case exceed the  highest  rate of  interest  permitted  by
applicable law. Both principal and interest being payable at 360 Central Avenue,
St. Petersburg, FL 33701 in the following manner:

     SUCH INTEREST SHALL BE PAYABLE TO THE EXTENT  ACCRUED,  QUARTERLY,  ON EACH
     JANUARY 1ST,  APRIL 1ST, JULY 1ST AND OCTOBER 1ST, IN EACH YEAR  COMMENCING
     ON JANUARY 1, 1998 UNTIL THE  PRINCIPAL  HEREOF  SHALL HAVE  BECOME DUE AND
     PAYABLE. ALL UNPAID INTEREST AND PRINCIPAL SHALL BE DUE AND PAYABLE IN FULL
     ON THE  31st  DAY OF  December,  2000.  THERE  SHALL  BE NO  PENALTY  FOR
     PRE-PAYMENT OF EITHER INTEREST OR PRINCIPAL.

All payments  shall be credited by the Holder  hereof first on the interest then
accrued on said  principal sum remaining  unpaid,  and then in reduction of such
unpaid principal.

The Makers hereof shall not incur any penalty upon the  prepayment of all or any
part of the indebtedness evidenced hereby.

The  Prime  Rate  existing  on the date of issue of this  Note  shall be used to
determine the Interest  Rate to be paid by the Maker on all  quarterly  payments
due in year one. Thereafter, the Prime Rate in effect on the January 1st billing
date, of any given year, shall be used to determine the Interest Rate applicable
on all quarterly  payments due in that  immediate  year. The Holder of this Note
shall inform the Maker of the  applicable  Interest Rate  existing  prior to the
January 1st billing date of any given year.

As used herein,  the term "Prime Rate" shall mean the rate published in the Wall
Street Journal as the base rate on corporate loans posted by at least 75% of the
nation's largest banks.

This  Note  is  made  pursuant  to and is  entitled  to the  benefits  of a Loan
Agreement,  dated of even  date  herewith  ("Agreement")  between  Smart  Choice
Automotive  Group,  Inc. and Bankers Life Insurance  Company,  and certain other
documents,  as may be required to protect and  preserve  the rights of Maker and
Holder as more specifically described in the Agreement. Reference is made to the
Agreement  for a  statement  of the rights of the Holder of this Note and of the
rights and limitations of the rights of the Maker. Capitalized terms not defined
herein shall have the meanings defined in the Agreement.

This Note is  Subordinated  Debt, as defined in the Agreement,  and is expressly
subordinated to Senior Debt of the Company as provided in the Agreement. In case
an Event of Default as defined in the Agreement  shall occur and be  continuing,
the principal  amount of this Note may be declared due and payable in the manner
and with the effect provided in the Agreement.

If any payment of principal or interest hereby required is overdue for more than
30 days, the Holder of this Note may, at its option, and without notice, declare
the entire balance of principal then remaining  unpaid to be immediately due and
payable,  and any failure to exercise said option shall not  constitute a waiver
of the right to exercise the same at any other time.  Upon default in making any
payment hereby required, each maker and endorser, jointly and severally, promise
to pay all costs and expenses,  including reasonable  attorney's fees (including
the cost of any  appeals  or any  attorney's  fees  incurred  in any  bankruptcy
proceeding), incurred in collecting this Note by legal proceedings or through an
attorney.

Interest shall be calculated on all amounts  advanced based on the actual number
of days said amounts are outstanding. Interest shall be computed on the basis of
a year of 360 days and  charged  for the  actual  number of days in the  payment
period.

Time is of the essence hereunder.  Any payment of principal or interest which is
not paid when due,  whether  upon  maturity  or  acceleration  or  otherwise  as
provided  herein,  shall bear interest at the rate of 18% per annum from the due
date until paid.

The Maker shall have no  obligation to pay interest or payments in the nature of
interest in excess of the maximum rate of interest  allowed to be contracted for
by law,  as changed  from time to time,  applicable  to this Note (the  "Maximum
Rate").  Any interest in excess of the Maximum  Rate paid by the Maker  ("excess
sum") shall be credited as a payment of principal,  or, if the Maker so requests
in writing,  returned to the Maker, or, if the indebtedness and other obligation
evidenced  by this Note have been paid in full,  returned to the Maker  together
with interest at the same rate as was paid by the Maker during such period.  Any
excess  sum  credited  to  principal  shall be  credited  as of the date paid to
Holder.  Holder may, without such action constituting a breach of any obligation
to the Maker,  seek judicial  determination  of the applicable rate of interest,
and its obligation to pay or credit any proposed excess sum to the Maker.

Provided  Holder has not exercised its right to accelerate  this Note,  then the
Maker hereof shall pay Holder a one time late charge late charge of five percent
(5%) of any  required  quarterly  payment  which is not received by Holder on or
after the  expiration  of the 30-day grace  period.  The parties agree that said
charge is a fair and  reasonable  charge for the late  payment  and shall not be
deemed a penalty.

Acceptance  of partial  payments  or  payments  marked  "payment in full" or "in
satisfaction"  or words to similar effect shall not affect the duty of the Maker
to pay all obligations  due hereunder,  and shall not affect the right of Holder
to pursue all remedies  available  to it hereunder or under any other  agreement
between the maker hereof and the Holder.

The remedies of Holder shall be cumulative  and  concurrent,  and may be pursued
singularly,  successively or together, at the sole discretion of Holder, and may
be exercised as often as occasion therefor shall arise. No action or omission of
Holder,  including  specifically  any failure to exercise or  forbearance in the
exercise of any  remedy,  shall be deemed to be a waiver or release of the same,
such waiver or release to be effected only through a written  document  executed
by Holder and then only to the extent specifically  recited therein. A waiver or
release with  reference to any one event shall not be construed as continuing or
as  constituting a course of dealing,  nor shall it be construed as a bar to, or
as a waiver or release of, any subsequent remedy as to a subsequent event.

The Maker hereby  consents and submits to the  jurisdiction of the courts of the
State of Florida, and, notwithstanding its place of residence or organization or
the place of execution of this Note, any  litigation  relating  hereto,  whether
arising in contract or tort, by statute or otherwise,  shall be brought in (and,
if  brought  elsewhere,  may be  transferred  to) a  State  court  of  competent
jurisdiction in Orange County, Florida.

The Maker and any other  Person  liable  for the  payment  hereof  respectively,
hereby  (a)  expressly  waive any  presentment,  demand for  payment,  notice of
dishonor,  protest,  notice of nonpayment or protest,  all other forms of notice
whatsoever,  and diligence in collection; and (b) agree that Holder, in order to
enforce payment of this Note against any of them, shall not be required first to
institute  any suit or to exhaust any of its remedies  against the Maker (or any
co-maker) or against any other Person liable for payment hereof or to attempt to
realize on any Collateral for this Note.

THE MAKER AND ANY OTHER PERSON LIABLE FOR PAYMENT HEREOF, BY EXECUTING THIS NOTE
OR ANY OTHER DOCUMENT CREATING SUCH LIABILITY,  WAIVE THEIR RIGHTS TO A TRIAL BY
JURY IN ANY  ACTION,  WHETHER  ARISING  IN  CONTRACT  OR  TORT,  BY  STATUTE  OR
OTHERWISE,  IN ANY WAY  RELATED  TO THIS  NOTE.  THIS  PROVISION  IS A  MATERIAL
INDUCEMENT  FOR  HOLDER'S  EXTENDING  CREDIT  TO  THE  MAKER  AND NO  WAIVER  OR
LIMITATION OF HOLDER'S RIGHTS UNDER THIS PARAGRAPH SHALL BE EFFECTIVE  UNLESS IN
WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF.

The Maker acknowledges that the above paragraph has been expressly bargained for
by Holder as part of the loan  evidenced  hereby and that,  but for the  Maker's
agreement  and the  agreement  of any other  Person  liable for  payment  hereof
thereto,  Holder  would  not  have  extended  the loan for the term and with the
interest rate provided herein.

THIS LOAN IS  PAYABLE IN FULL ON THE 3RD DAY OF  NOVEMBER,  2000.  AT  MATURITY,
MAKER MUST REPAY THE ENTIRE  PRINCIPAL  BALANCE OF THE LOAN AND UNPAID  INTEREST
THEN DUE.  LENDER IS UNDER NO  OBLIGATION  TO  REFINANCE  THE LOAN AT THAT TIME.
MAKER WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS MAKER MAY
OWN, OR MAKER WILL HAVE TO FIND A LENDING  INSTITUTION,  WHICH MAY BE THE LENDER
WITH RESPECT TO THIS LOAN,  WILLING TO LEND MAKER THE MONEY. IF MAKER REFINANCES
THIS LOAN AT  MATURITY,  MAKER MAY HAVE TO PAY SOME OR ALL OF THE CLOSING  COSTS
NORMALLY  ASSOCIATED WITH A NEW LOAN EVEN IF MAKER OBTAINS  REFINANCING FROM THE
SAME LENDING INSTITUTION.

CONVERSION

Conversion Privilege. Subject to and upon compliance with the provisions hereof,
the  Holder of this Note  shall  have the  right,  at its option and at its sole
discretion,  at any time and  from  time to time  after  December  31,  1998 and
continuing  until the  expiration of the Term of the  Agreement,  to convert the
principal  amount of the  Note,  or any  portion  thereof,  into that  number of
authorized but not yet issued,  fully paid and  non-assessable  shares of Common
Stock of the Maker, par value $.01 per share ( "Common Stock") (calculated as to
each  conversion  to the nearest  1/100th of a share)  obtained by dividing  the
principal  amount  of this  Note  or  portion  thereof  to be  converted  by the
Conversion  Price. The Conversion Price shall be $9.00 per share of Common Stock
unless adjusted as set forth below.

Manner of Exercise.  In order to exercise the conversion  privilege,  the Holder
shall  surrender  this Note to the Maker,  accompanied  by written notice to the
Maker ( "Conversion  Notice") that the Holder elects to convert this Note or the
portion hereof specified in said notice.  The Conversion Notice shall also state
the name or names, together with address or addresses,  in which the certificate
or  certificates  for shares of Common  Stock  which  shall be  issuable on such
conversion  shall be issued.  As promptly as practicable  after the surrender of
this Note, as aforesaid, the Maker shall issue and shall deliver to the Holder a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
issuable upon the conversion of this Note or portion  thereof in accordance with
the  provision  hereof,  and any  fractional  interest  in respect of a share of
Common Stock arising upon such  conversion  shall be settled as provided  below,
together with an amount equal to the interest accrued but unpaid on the Note (or
part  thereof)  so  converted.  In case  the  Note is  surrendered  for  partial
conversion,  the Maker shall deliver to Holder,  at the expense of the Maker,  a
new Note in an aggregate  principal  amount equal to the unconverted  portion of
the  surrendered  Note.  Each  conversion  shall be deemed to have been effected
immediately  prior to the close of business on the date on which this Note shall
have  been  surrendered  and the  Conversion  Notice  received  by the  Maker as
aforesaid,  and the person or persons in whose name or names any  certificate or
certificates  of shares of Common Stock shall be issuable  upon such  conversion
shall be deemed to have  become  the  holder of  holders of record of the shares
represented thereby to such time, and such conversion shall be at the Conversion
Price in effect at such time, unless the stock transfer books of the Maker shall
be closed on that date, in which event such person or persons shall be deemed to
have  become  such  holder or holders of record at the close of  business on the
next  succeeding  day on which  such  stock  transfer  books are open,  but such
conversions  shall be at the  Conversion  Price in effect on the date upon which
this Note shall have been  surrendered to and the  Conversion  Notice shall have
been received by the Maker.

Payment in Lieu of Fractional Shares. No fractional shares of Common Stock shall
be issued  upon  conversion  of this  Note or any part  hereof.  Instead  of any
fractional  interest  in a share  of  Common  Stock  which  would  otherwise  be
deliverable upon the conversion of this Note, the Maker shall make an adjustment
to the nearest 1/100th of a share in cash at the current market price thereof at
the close of business on the Trading Day next proceeding the day of conversion.

Adjustment of Conversion Price. The Conversion Price shall be adjusted from time
to time as follows:

a)   In the  event  that (i) a Target  Secondary  Offering  (as  defined  in the
     Agreement) has not been consummated, (ii) the Maker shall not have received
     the purchase  price of the  securities  of Maker  offered  thereunder on or
     before December 31, 1998 the current market price per share of Common Stock
     (determined as provided in subparagraph (c) of this Paragraph) with respect
     to any twenty (20) consecutive Trading Day (as such term is herein defined)
     period  commencing  after the date of this Note and ending before  December
     31, 1998 does not exceed $9.00, then the Conversion Price shall be adjusted
     to equal the  lesser of (i) 90% of the  current  market  price per share of
     Common  Stock  (determined  as  provided  in  subparagraph  (c) of the this
     paragraph), or (ii) the then current Conversion Price.

b)   In case the Maker shall hereafter (i) pay a dividend or make a distribution
     on its  Common  Stock  in  shares  of  Common  Stock,  (ii)  subdivide  its
     outstanding  shares of Common Stock into a greater number of shares,  (iii)
     combine its  outstanding  shares of Common  Stock into a smaller  number of
     shares, or (iv) issue by reclassification of its Common Stock any shares of
     capital  stock of the Maker,  the  Conversion  Price in effect  immediately
     prior to such action shall be adjusted so that the Holder of this Note,  if
     such Note is surrendered  for conversion,  shall  thereafter be entitled to
     receive the number of shares of Common Stock or other  capital stock of the
     Maker which it would have owned immediately  following such action had this
     Note been converted  immediately prior thereto. An adjustment made pursuant
     to this  subparagraph  (b) shall  become  effective  immediately  after the
     record  date in the case of a dividend  or  distribution  and shall  become
     effective   immediately   after  the  effective  date  in  the  case  of  a
     subdivision,  combination  or  reclassification.  If,  as a  result  of  an
     adjustment made pursuant to this  subparagraph  (b), the Holder  thereafter
     surrendering  this Note for  conversion  shall  become  entitled to receive
     shares of two or more  classes of capital  stock or shares of Common  Stock
     and other capital  stock of the Maker,  the Board of Directors of the Maker
     shall  determine,  on the basis of the opinion of an independent  financial
     advisor,  the allocation of the adjusted  Conversion Price between or among
     shares of such classes of capital stock or shares of Common Stock and other
     capital stock.

c)   In the case the Maker shall  hereafter  issue rights or warrants to holders
     of its  outstanding  shares  of Common  Stock  generally  entitling  him to
     subscribe for or purchase  shares of Common Stock at a price per share less
     than the  current  market  price  per  share  (as  determined  pursuant  to
     subparagraph  (e) of this paragraph) of the Common Stock on the record date
     mentioned  in this  subparagraph  (c) below,  the  Conversion  Price of the
     shares of Common  Stock  shall be adjusted so that the same shall equal the
     price determined by multiplying the Conversion Price in effect  immediately
     prior to the date of issuance of such rights or warrants by a fraction  the
     numerator  of  which  shall  be  the  number  of  shares  of  Common  Stock
     outstanding  on the date of issuance  of such  rights or warrants  plus the
     number of shares which the aggregate  offering price of the total number of
     shares so offered  would  purchase at such current  market  price,  and the
     denominator  of  which  shall be the  number  of  shares  of  Common  Stock
     outstanding  on the date of issuance  of such  rights or warrants  plus the
     number of  additional  shares of Common Stock offered for  subscription  or
     purchase.  Such adjustment  shall become  effective  immediately  after the
     record date for the determination of stockholders  entitled to receive such
     rights or warrants.

d)   In case the Maker shall hereafter  distribute to holders of its outstanding
     Common Stock generally  evidences of its indebtedness or assets  (excluding
     any cash dividend paid from retained earnings of the Maker and dividends or
     distributions  payable in stock from which  adjustment  is made pursuant to
     subparagraph  (b) of this  paragraph) or rights or warrants to subscribe to
     securities of the Maker (excluding those referred to in subparagraph (c) of
     this paragraph),  then in each such case the Conversion Price of the shares
     of Common  Stock  shall be  adjusted so that the same shall equal the price
     determined by multiplying the Conversion Price in effect  immediately prior
     to the date of such distribution by a fraction the numerator of which shall
     be  the  current  market  price  per  share   (determined  as  provided  in
     subparagraph  (e) of this paragraph) of the Common Stock on the record date
     mentioned  in this  paragraph)  of the  Common  Stock  on the  record  date
     mentioned  in this  subparagraph  (d) less the then fair  market  value (as
     determined  by  the  Board  of  Directors,  whose  determination  shall  be
     conclusive)  of the portion of the evidences of  indebtedness  or assets so
     distributed  to  the  holder  of one  share  of  Common  Stock  or of  such
     subscription  rights or warrants  applicable  to one share of Common Stock,
     and the  denominator  of which shall be such current market price per share
     of Common Stock.  Such adjustment shall become effective  immediately after
     the record date for the  determination of stockholders  entitled to receive
     such distribution.

e)   For the purpose of any computation under  subparagraphs  (b), (c) or (d) of
     this  paragraph  the current  market price per share of Common Stock on any
     date shall be deemed to be the average of the daily  market  prices for the
     twenty (20) consecutive  days other than Saturday,  Sunday or other days on
     which  national  securities  exchanges  are open for  trading and trades in
     common Stock occur (each, a "Trading Day") before the day in question.  The
     market  price  for  each  such  Trading  Day  shall be (i) in the case of a
     security listed or admitted to trading on any securities exchange, the last
     reported sale price,  regular way (as  determined  in  accordance  with the
     practices of such exchange), on such day, or if no sale takes place on such
     day,  the average of the  closing bid and asked  prices on such day (and in
     the  case  of a  security  traded  on more  than  one  national  securities
     exchange,  at such price or such  average,  upon the  exchange on which the
     volume of trading during the last calendar year was the greatest),  (ii) in
     the case of a  security  not then  listed or  admitted  to  trading  on any
     securities  exchange,  the last  reported  sale price on such day, or if no
     sale takes  place on such day,  the  average of the  closing  bid and asked
     prices on such day, as reported by a reputable quotation service designated
     by the Maker,  (iii) in the case of a security  not then listed or admitted
     to trading on any securities exchange and as to which no such reported sale
     price of bid and asked  prices are  available,  the average of the reported
     high bid and low asked  prices  on such day,  as  reported  by a  reputable
     quotation service,  or The Wall Street Journal, or if there are not bid and
     asked prices on such day, the average of the high bid and low asked prices,
     as so reported,  on the most recent day (not more than 30 days prior to the
     date in question)  for which prices have been so reported,  and (iv) in the
     case of a security  determined  by the Maker's  Board of  Directors  as not
     having an active quoted market or in the case of other property,  such fair
     market values as shall be determined by the Board of Directors.

f)   Whenever the Conversion Price is adjusted as herein  provided,  Maker shall
     promptly deliver to the Holder (i) certificate  appropriate  officer of the
     Maker setting forth the Conversion  Price after such adjustment and setting
     forth a brief  statement of the facts  requiring  such  adjustment  and the
     manner of computing the same, and (ii) a notice stating that the Conversion
     Price has been adjusted and setting forth the adjusted Conversion Price.

g)   In the event that at any time as a result of an adjustment made pursuant to
     subparagraph (b) of this paragraph, the Holder thereafter surrendering this
     Note for  conversion  shall  become  entitled to receiver any shares of the
     Maker other than shares of Common Stock, thereafter the Conversion Price of
     such other shares so receivable upon conversion of this Note or any portion
     hereof shall be subject to adjustment  form time to time in a manner and on
     terms as nearly equivalent as practicable to the provisions with respect to
     common Stock contained in subparagraphs (b) through (g) hereof.

Certain Notices.  In case:

a)   the Maker shall take any action which would  require an  adjustment  in the
     Conversion Price; or

b)   the Maker shall  authorize  the granting to the holders of its Common Stock
     of rights or warrants to  subscribe  for or purchase any shares of stock of
     any class or of any other rights; or

c)   there shall be any capital reorganization or reclassification of the Common
     Stock (other that a subdivision or combination  of the  outstanding  Common
     Stock and other that a change in the par value of the Common Stock), or any
     consolidation  or  merger  to which  the  Maker is a part or any  statutory
     exchange of securities  with another  corporation and for which approval of
     any  stockholders of the Maker is required,  or any sale or transfer of all
     or substantially all of the assets of the Maker; or

d)   there shall be a  voluntary  or  involuntary  dissolution,  liquidation  or
     winding-up of the Maker;

then the Maker shall provide to the Holder,  at least ten (10) days prior to the
applicable date hereinafter  specified, a notice stating (i) the date on which a
record is to be taken for the purpose of such  distribution or rights,  or, if a
record is not to be taken,  the date as of which the holders of Common  Stock of
record to be entitled to such  distribution  or rights are to be determined,  or
(ii) the date on which  such  reorganization,  reclassification,  consolidation,
merger,  sale, transfer,  dissolution,  liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of Common
Sock of record  shall be entitled to  exchange  their share of Common  Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,    consolidation,   merger,   sale,   transfer,   dissolution,
liquidation,  or  winding-up.  Failure to give such notice or any defect therein
shall not affect the  legality  or  validity  of the  proceedings  described  in
subparagraphs (a), (b), (c) or (d) of this paragraph.

Status of Stock. The Maker convenants that it will at all times reserve and keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued shares of Common Stock or its issued shares of Common Stock held in
its treasury,  or both, for the purposes of effecting  conversions of this Note,
the full number of shares of Common Stock  deliverable  upon the  conversion  of
this Note.

Before taking any action which would cause an adjustment reducing the Conversion
Price  below  the  then  par  value  (if  any) of the  shares  of  Common  Stock
deliverable  upon  conversion  of this Note,  the Maker will take any  corporate
action which may, in the opinion of its counsel,  be necessary in order that the
Maker may  validly and legally  issue  fully paid and  non-assessable  shares of
Common Stock at such adjusted Conversion Price.

Prior to the  delivery of any  securities  which the Maker shall be obligated to
deliver upon  conversion  of this Note,  the Maker shall comply with all federal
and state laws and  regulations  thereunder  requiring the  registration of such
securities  with, or any approval of or consent to the delivery  thereof by, any
governmental authority, unless an exemption form registration is available.

Taxes  on  Conversions.  The  Maker  will pay any and all  documentary  stamp or
similar  issue or transfer  taxes payable in respect of the issue or delivery of
shares of Common Stock upon conversion of this Note pursuant  hereto;  provided,
however,  that the  Maker  shall  not be  required  to pay any tax  which may be
payable in respect of any  transfer  involved in the issue or delivery of shares
of Common Stock in a name other than that of the Holder or any  affiliate of the
Holder,  and no such issue or delivery shall be made unless and until the Holder
requiring  such issue or delivery or the person in whose name such shares  shall
be issued has paid to the Maker the  amount of any such tax or has  established,
to the satisfaction of the Maker, that such tax has been paid.

Covenants to Stock.  The Maker  covenants  that all shares of Common Stock which
may be delivered  upon  conversion  of this Note will upon  delivery be duly and
validly issued and fully paid and non-assessable,  free of all liens and charges
and not subject to any preemptive rights.

Mergers,  etc.  Notwithstanding  any other provision herein to the contrary,  in
case of any  consolidation  or merger to which the Maker is a party other than a
merger or consolidation in which the Maker is the continuing corporation,  or in
case of any sale or  conveyance  to another  corporation  of the property of the
Maker as an  entirety or  substantially  as an  entirety,  or in the case of any
statutory  exchange  of  securities  with  another  corporation  (including  any
exchange  effected in connection with a merger of a third  corporation  into the
Maker), there shall be no adjustments  hereunder,  but the Holder shall have the
right  thereafter  to convert this Note into the kind and amount of  securities,
cash or other  property  which he would have owned or been  entitled  to receive
immediately  after  such  consolidation,  merger,  statutory  exchange,  sale or
conveyance had this Note been converted  immediately prior to the effective date
of such consolidation,  merger,  statutory exchange, sale or conveyance,  and in
any  such  case,  if  necessary,  appropriate  adjustment  shall  be made in the
application of the  conversion  and adjustment  provisions set forth herein with
respect to the rights an interests  thereafter  of the holders of this Note,  to
the end that the provisions regarding conversion and adjustment set forth herein
shall thereafter correspondingly be made applicable, as nearly as may reasonably
be,  in  relation  to any  shares  of  stock  or other  securities  or  property
thereafter  deliverable on the conversion of this Note. The above  provisions of
this paragraph  shall  similarly  apply to successive  consolidations,  mergers,
statutory exchanges, sales or conveyances.

     IN WITNESS WHEREOF, this Convertible  Subordinated Promissory Note has been
duly executed as of the 3RD day November of 1997.

Signed sealed and delivered
                                    MAKER:

                                    SMART CHOICE AUTOMOTIVE GROUP, INC.

ATTEST:

/s/ Ernie Restina                   By: /s/ Gary R. Smith
-----------------                   ----------------------
Secretary                           As Its: Gary R. Smith