March 1, 1999



Mr. Gary Smith
Chief Executive Officer
Smart Choice Automotive Group
5200 S. Washington Avenue
Titusville, FL  32780

     RE: Extension of Engagement Letter

Dear Mr. Smith:

     This letter  refers to that  certain  engagement  letter  (the  "Engagement
Letter") dated December 23, 1997 from Stephens Inc. ("Stephens") to Smart Choice
Automotive  Group,  Inc. (the  "Company"),  which was accepted by the Company on
December 26, 1997, under which Stephens serves as exclusive financial advisor to
the Company in connection  with the proposed  divestiture of Eckler  Industries,
Inc. ("Eckler").  Stephens and the Company agree that a divestiture of Eckler is
in the  long-term  best  interest of the Company.  The Company  hereby agrees to
extend the term of the Engagement  Letter for one additional year under the same
terms,  conditions  and provisions  thereof and to extend the Engagement  Period
thereunder until December 26, 1999;  provided however,  that if Gerald Parker or
Ralph Eckler or any of their  respective  affiliates  shall be the  purchaser of
Eckler,  then the amount of  Stephens  Success Fee under the  Engagement  Letter
shall be reduced by fifty  percent  (50%) and provided  further that the Company
and Eckler shall refer to Stephens  all  potential  purchasers  that contact the
Company  or  Eckler.  Except  as  otherwise  stated  above,  all of  the  terms,
conditions and  provisions of the  Engagement  Letter shall remain in full force
and effect.

     Stephens will, if requested by the Board of Directors, render an opinion as
to the fairness, from a financial point of view, of the consideration payable by
the Company,  or the exchange  ratio, as the case may be, in connection with the
Transaction.  If  requested  by the Board of  Directors,  our  opinion  shall be
delivered  in writing.  The nature and scope of the  investigation  and analysis
which we will conduct in order to be able to render our opinion,  as well as the
form and substance of our opinion, will be such as we consider  appropriate.  It
is understood and agreed that any  information or advice rendered by Stephens or
its  representatives  in connection with its engagement  hereunder is solely for
the  confidential use of the Board of Directors of the Company in its evaluation
of a Transaction. The Company may not publish or refer to our opinion (either in
its entirety or through  excerpts or  summaries),  disclose the existence of our
engagement  hereunder or describe or  characterize  the advice provided by us to
the Company, whether formal or informal, or otherwise refer to Stephens, nor may
the Company  authorize  any other  person or entity to do any of the  foregoing,
without the prior  written  approval of  Stephens. 

     Any opinion  rendered by Stephens  and a summary  discussion  of  Stephens'
underlying  analyses and role as financial  advisor to the Board may be included
in a proxy statement  mailed to the Company's  shareholders in connection with a
transaction  provided  that such  opinion  is  reproduced  in its  entirety  and
Stephens  approves such  disclosure  prior to the filing of such proxy statement
with the United States Securities and Exchange Commission.

     If this  letter  correctly  states our  agreement,  please so  indicate  by
signing below and returning a signed copy to us.

         We look forward to continuing to work with you.

                         Very truly yours,

                         STEPHENS INC.

                         BY: /s/ David Linch
                         -------------------
                         David Linch
                         Managing Director


ACCEPTED THIS 1st DAY OF MARCH, 1999.
SMART CHOICE AUTOMOTIVE GROUP, INC.

BY: /s/ Gary R. Smith
---------------------
Title: President and CEO