GUARANTY AGREEMENT
     1. DATE AND PARTIES.  This Guaranty Agreement  ("Agreement") is dated as of
January 31,  1999,  and the parties and their mailing  addresses and Borrower's
and Guarantor's tax identification numbers are as follows:

             Borrower:     Smart Choice Automotive Group, Inc.
                           a Florida corporation
                           5200 South Washington Avenue
                           Titusville, FL  32780
                           Tax I.D. No.:  59-1469577

              Holders:



             Guarantors:  First Choice Auto Finance, Inc.,
                          a Florida corporation
                          5200 South Washington Avenue
                          Titusville, FL  32780
                          Tax I.D. No.: 59-3231285

                           and

                           SC Holdings, Inc.,
                           a Florida corporation
                           5200 South Washington Avenue
                           Titusville, FL  32780
                          Tax I.D. No.: 59-3395504

     2. PROMISE OF GUARANTY.  For good and valuable  consideration,  the receipt
and sufficiency of which are hereby  acknowledged,  and to induce the Holders to
make the Loan, as defined in Paragraph  2(a) hereof,  Guarantors  hereby jointly
and severally absolutely and unconditionally guarantee,  without limitation, the
full and  prompt  performance  of the  Obligations,  as defined  herein,  to the
Holders. This Guaranty is an absolute, unconditional, and continuing guaranty of
the full and punctual  payment and  performance of the  Obligations,  and not of
their  collectability  only, and is in no way conditioned  upon any Holder first
attempting to collect any of the  Obligations  from Borrower or resorting to any
collateral  security  or  other  means  of  obtaining  payment  of  any  of  the
Obligations  which Holder may now or hereafter  acquire or upon any  contingency
whatsoever.  The terms  "Obligations" and "Obligation" are used  interchangeably
and include the following:

     (a) PROMISSORY NOTES. All obligations,  agreements,  promises and covenants
     of Borrower under that certain  Subordinated  Loan  Agreement,  dated as of
     January 31, 1999,  by and between  Borrower and High Capital  Funding,  LLC
     ("HCF") (the  "Subordinated Loan Agreement") and those certain Smart Choice
     Automotive Group, Inc. 1999 Series A Subordinated Notes ("Notes"), executed
     by  Borrower  thereunder,  evidencing  a loan or loans to  Borrower  in the
     aggregate  principal  amount of up to  $3,000,000.00,  and all  extensions,
     renewals,  modifications,  or substitutions thereof (the "Loan"). The terms
     of the Subordinated Loan Agreement and the Notes are incorporated herein by
     reference as if set forth herein word for word;

     (b) BORROWER'S PERFORMANCE. All obligations of Borrower or any other person
     to perform under the terms of the Note, the Subordinated Loan Agreement and
     any  other  agreement  related  to the Loan or any  other  agreement  which
     secures,  guaranties,  or otherwise relates to the Notes or Loan, the terms
     of which are  incorporated  herein by reference as if set forth herein word
     for word;

     (c) ADVANCES AND EXPENSES.  All obligations  arising from sums advanced and
     expenses  incurred by Holder(s) for the purpose of insuring,  preserving or
     otherwise  protecting  any collateral for either the Loan, its value or any
     of the Obligations defined in this Paragraph 2, and any other sums advanced
     and expenses incurred by the Holder(s) under this Agreement, the Notes, the
     Subordinated  Loan  Agreement,  and  any  other  agreement  which  secures,
     guarantees,  or  otherwise  relates to the Notes,  the Loan,  or any of the
     Obligations  defined in this  Paragraph  2,  including  but not  limited to
     expenses of  disposing  of any  collateral  securing  the Loan or the other
     Obligations,  collection expenses and attorneys' fees, plus interest at the
     highest lawful rate which may be charged by any Holder on the  Obligations.
     In addition to any other expenses,  Guarantors  agree to pay all reasonable
     expenses relating to default and collection of those Obligations  described
     in this Paragraph 2, as follows:  Expenses for taking,  holding,  preparing
     for sale, selling or similar expenses, advances made for the above purposes
     and advances  relating to the collateral for Obligations made on Borrower's
     behalf as  permitted  by any  agreements  securing  such  Obligations;  and
     reasonable  attorneys' fees, paralegal fees and other legal expenses to the
     extent not prohibited by law, including, but not limited to, any such fees,
     costs and expenses  incurred in or related to  collecting,  protecting  and
     enforcing  liabilities,  any negotiations or legal proceedings,  including,
     but not  limited  to,  any  bankruptcy  proceedings,  or any  actions in or
     relating to any bankruptcy proceedings;

     (e) OTHER  OBLIGATIONS.  All  other  obligations  of  Borrower  to  Holder,
     including  but not  limited  to any  and all  advances  made by  Holder  on
     Borrower's  behalf and  liabilities  as  guarantor,  endorser  or surety to
     Holder,  all whether now  existing or hereafter  arising,  due or to become
     due,  direct or indirect,  absolute or  contingent,  primary or  secondary,
     liquidated or unliquidated, or joint, several or joint and several; and

     (f) MODIFICATIONS.  All obligations  arising out of any and all extensions,
     renewals, modifications and substitutions of any of the obligations set out
     in this Paragraph 2.

3. GUARANTORS' WARRANTIES AND REPRESENTATIONS:

     (a)  INVESTIGATION.  Guarantors  have  conducted such due diligence as each
     Guarantor deems appropriate with respect to Borrower's  financial condition
     and existing  indebtedness,  authority to borrow,  and the use and intended
     use of all Loan  proceeds or other funds  advanced or to be advanced by the
     Holder(s) to Borrower or on Borrower's  behalf that create the Obligations;
     and  Guarantor has not relied on any  representations  of any Holder or any
     information  provided by any Holder about  Borrower,  Borrower's  financial
     condition  and  the  existing   indebtedness,   Borrower's  authority,   or
     Borrower's  use and intended use of all Loan proceeds or other funds giving
     rise to the Obligation whether now or hereafter advanced to Borrower or for
     Borrower's benefit;

     (b) RELIANCE.  Guarantors  acknowledge  that each Holder is relying on this
     Agreement in making the Loan to Borrower and to otherwise  extend financial
     accommodation  to the Borrower or for Borrower's  benefit from time to time
     and Guarantors  acknowledge  and agree that the requirement for Guarantors'
     signatures is necessary in order for any Holder to make the Loan;

     (c) BENEFIT TO GUARANTORS.  Guarantors  represent and warrant that the Loan
     will be of substantial  benefit to Guarantors  because the proceeds thereof
     will be used,  directly or indirectly,  to enable each Guarantor to acquire
     additional inventory;

     (d)  NO  DEFENSES.  Guarantors  represent  that  as of  the  date  of  this
     Agreement,  no Guarantor has any claims or causes of action against Holder,
     nor any defenses,  set-offs,  or  counterclaims  to this Agreement,  and in
     consideration  of the  making  of the  Loan  or the  renewal  or  extension
     thereof,  Guarantor  releases all rights or claims  whatsoever of Guarantor
     against Holder which exist as of the date hereof;

     (e)  AGREEMENTS.  The  execution  and delivery of this  Agreement  will not
     violate any agreement  governing any Guarantor or to which any Guarantor is
     a party, except for violations, if any, that have been disclosed in writing
     to Holder and that would not result in any  material  adverse  consequences
     for the business, operations or financial condition of Guarantor or for the
     ability of  Guarantor to perform its  obligations  in  connection  with the
     Loan, including but not limited to its obligations hereunder;

     (f) HOLDER'S CONDUCT.  If at any time a Guarantor  reasonably believes that
     any  employee  of any  Holder has  engaged  in  conduct  which is unfair or
     improper  or any Holder  exercises  any undue  control  over the  business,
     management,  property or decisions of Borrower or Guarantor, Guarantor will
     notify such Holder in writing immediately of the following:

          (1)  Conduct  of the  Holder  which  forms  the  basis of  Guarantor's
          concern; (2) Name of the Holder employee(s)  involved;  (3) Harm which
          any  Guarantor  believes will result if such Holder does not alleviate
          the problem;

     (g)  COMPLIANCE  WITH  LAW.  Guarantors  are in  compliance  with all laws,
     regulations,  ordinances,  and orders of public  authorities  applicable to
     Guarantors,  except for  violations,  if any,  that have been  disclosed in
     writing  to Holder  and that  would  not  result  in any  material  adverse
     consequences  for  the  business,  operations  or  financial  condition  of
     Guarantors or for the ability of Guarantors to perform its  obligations  in
     connection  with the Loan,  including  but not  limited to its  obligations
     hereunder;

     (h) ACCURACY OF INFORMATION.  All other information,  reports,  papers, and
     data given to any Holder with respect to  Guarantor or to others  obligated
     under the terms of this  Agreement are accurate and correct in all material
     respects and complete  insofar as completeness may be necessary to give any
     Holder a true and accurate knowledge of the subject matter of the aforesaid
     information;  the  net  worth  of each  Guarantor  as of the  date  hereof,
     determined  on the  basis  of  generally  accepted  accounting  principles,
     consistently applied, was in excess of $4,000,000 at December 31, 1998; and
     each  Guarantor has the capacity to pay its creditors and its debts as they
     come due, notwithstanding the guaranty made herein;

     (i) CORPORATE WARRANTIES AND REPRESENTATIONS. Guarantor makes to Holder the
     following  warranties,  representations,  and  covenants,  which  shall  be
     continuing so long as the  obligations of Guarantor  under this  Agreement,
     remain outstanding:

          (1)  Each  Guarantor  is a  corporation  duly  organized  and  validly
          existing as a corporation in good standing under the laws of the state
          of Florida;

          (2) Each Guarantor has the requisite  corporate power and authority to
          carry on its business as now being conducted;

          (3) The execution, delivery, and performance of this Agreement and any
          documents   securing  this  Agreement  by  Guarantors  is  within  the
          corporate  powers of  Guarantors;  have been  duly  authorized  by all
          requisite corporate action;  have received all necessary  governmental
          approvals;  will not violate any  provision  of law,  any order of any
          court or other agency of government,  or any  Guarantor's  articles of
          incorporation  or  by-laws;  will not  violate  any  provision  of any
          indenture,  agreement or other  instrument to which any Guarantor is a
          party  or to  which  any  Guarantor  or any  Guarantor's  property  is
          subject,  including,  but not limited to,  securing the obligations of
          any Guarantor  under this  Agreement,  any provision  prohibiting  the
          creation or  imposition of any lien,  charge,  or  encumbrance  of any
          nature whatsoever upon any Guarantor's property or assets; and

          (4) Upon request by Holder,  each  Guarantor  shall  deliver to Holder
          copies of its articles of  incorporation  and bylaws certified by each
          Guarantor's secretary as being true and correct copies of same.

4. INVALIDITY AND IMPAIRMENT.  The obligations of Guarantor under this Agreement
shall  not  be  released,   discharged,   or  in  any  way  affected  or  become
unenforceable,  nor shall any  Guarantor  have any rights  against any Holder by
reason of any of the following:

          (i) that the condition of any collateral  securing the  Obligations or
         any Guarantor's  obligations  under this Agreement may be in default at
         the time of acceptance thereof by any Holder;

         (ii) that a valid lien in any  collateral  securing the  Obligations or
         Guarantor's  obligation  under this  Agreement  may not be conveyed to,
         created or perfected in favor of any Holder;

          (iii)  that the  value  of, or the lien or  security  interest  of any
         Holder in, any collateral  securing the  Obligations or any Guarantor's
         obligations under this Agreement may be or become impaired;

         (iv) that any collateral may be subject to equities, defenses or claims
         in favor of others or may be invalid or defective in any way; or

          (v) any  Holder's  act,  or failure to act,  as the case may be,  with
         respect to any  collateral  securing  the  Obligations  or  Guarantor's
         obligations under this Agreement authorized to be taken or excused from
         being taken under any security agreement, mortgage, assignment or other
         documents  creating or perfecting  Holder's  security  interest in such
         collateral; or

         (vi) the  existence  or priority of any liens or security  interests in
         favor of third parties  affecting or encumbering  all or any portion of
         any collateral securing or intended to secure the Loan.

5. EVENTS OF DEFAULT.  Guarantor  shall be in default upon the occurrence of any
of the following events, circumstances, or conditions ("Events of Default"):

     (a) Failure by any person  obligated on the  Obligations to make payment to
     any Holder when due; or

     (b) A default  or breach  under any of the terms of this  Agreement  or any
     other  Loan  Document  (as  herein  defined)  (other  than  those  defaults
     expressly  set forth in this  paragraph  5 and other than a failure to make
     payment to any Holder when due, or to provide daily SMCH INV-DRAFT  REPORTS
     within 24 hours after  written  notice from any Holder)  which is not fully
     cured within ten (10) days after written notice from any Holder;

     (c) The making or  furnishing  of any verbal,  or written,  representation,
     statement,  or  warranty  to  Holder  which is false  or  incorrect  in any
     material  respect or the failure to furnish facts  necessary to prevent any
     statement made from being materially  misleading,  by, or on behalf of, any
     Guarantor or Borrower; or

     (d)  The  dissolution,  liquidation,  or  insolvency  of  Borrower  or  any
     Guarantor, the appointment of a receiver by or on the behalf of Borrower or
     any  Guarantor,  the  assignment  for the benefit of creditors by or on the
     behalf  of  Borrower  or  any  Guarantor,   the  voluntary  or  involuntary
     termination of existence by Borrower or Guarantor,  or the  commencement of
     an action  or  proceeding  under any  present  or future  federal  or state
     insolvency, bankruptcy,  reorganization,  composition, or debtor relief law
     by or against any Guarantor or Borrower; or

     (e) A reasonable belief by Holder at any time that Holder is insecure, that
     the  prospect  of any payment of an  Obligation  is  impaired,  or that any
     collateral for the Obligations or this Agreement is impaired; or

     (f)  Failure of  Borrower  or any  Guarantor  to pay and  provide  proof of
     payment of any tax,  assessment,  rent,  insurance premium, or escrow on or
     before its due date, unless Borrower or any Guarantor provides  documentary
     evidence to Holder(s) that it is timely  contesting  same in good faith and
     has  established  adequate  reserves to pay same  together with any and all
     penalties,  interest,  costs, expenses and attorney's fees related thereto;
     or

     (g) A transfer of a substantial  part of any Guarantor's  money or property
     to any one or more person(s)  other than a wholly-owned  subsidiary of such
     Guarantor; or

     (h) Use of any portion of the Loan  proceeds or other funds  giving rise to
     an  Obligation,  whether  now or  hereafter  advanced  to  Borrower  or for
     Borrower's  benefit, in any transaction which is likely to cause any Holder
     to directly or indirectly incur any securities or environmental  liability;
     or

     (i) Any charge or indictment  against Guarantor or Borrower under a federal
     or state law for which forfeiture is a potential penalty.

6. REMEDIES UPON DEFAULT.  If an Event of Default  occurs and is not fully cured
within any applicable cure period, at the option of any Holder,  all or any part
of the Obligations  and the  obligations of the Guarantors  under this Agreement
shall become  immediately due and payable without notice or demand. In addition,
if an Event of Default occurs and is continuing,  any Holder, at its option, may
immediately invoke any or all other remedies provided for in this Agreement, the
Notes, or any other  instrument  evidencing the  Obligations,  and any documents
securing or otherwise relating to this Agreement or the Obligations.  All rights
and remedies are cumulative  and not  exclusive,  and each Holder is entitled to
all remedies provided by law or equity, whether or not expressly set forth.


7. EFFECT OF BORROWER'S BANKRUPTCY.  Each Guarantor understands and agrees that,
if bankruptcy,  reorganization or receivership proceedings should at any time be
filed by or  against  Borrower,  or upon the  insolvency  (however  defined)  of
Borrower, this Agreement shall remain in full force and effect, and the maturity
of the Loan and any other Obligations and each Guarantor's  liability  hereunder
may be accelerated, and all the aforesaid obligations of Borrower and Guarantors
may become  immediately  payable by either or both  Guarantors.  No  invalidity,
irregularity,  or  unenforceability by reason of the Federal Bankruptcy Code, 11
U.S.C.  101 et seq.,  as amended from time to time,  or any  insolvency or other
similar law, or any law or order of any government or agency thereof  purporting
to reduce, amend or otherwise affect, the Obligations,  shall impair, affect, be
a  defense  to or  claim  against  the  obligations  of  Guarantors  under  this
Agreement. Any determination by final order of a court of competent jurisdiction
that any payment of  principal  or  interest  to Holder by any other  guarantor,
surety,  endorser  or  co-maker  was  a  voidable  preference  or  a  fraudulent
conveyance  under the  bankruptcy  or  insolvency  laws of the United  States or
otherwise  shall not extinguish any  Guarantor's  liability to Holder under this
Agreement,  and Guarantor shall be liable to pay to any Holder any amounts which
such Holder may be required to disgorge  because of the insolvency or bankruptcy
of  Borrower  or any other  guarantors,  surety,  endorser,  or  co-maker of the
Obligations.

8. CONSENTS BY GUARANTOR. Guarantor consents and agrees that:

     (a) To enforce the  liability  of Guarantor  hereunder  Holder shall NOT be
     required to first:

          (1) give any Guarantor any notice of Borrower's default;

          (2)  foreclose  upon  or  resort  to any  mortgage,  pledge  or  other
          collateral held as security for the Loan or any other Obligation;

          (3) attempt to enforce the  liability  of the Borrower or of any other
          maker, surety,  guarantor,  endorser,  or other third party who may be
          primarily or secondarily  liable for the Loan or any other Obligation;
          or

          (4) exhaust any other remedies it may have.

     (b) Holders (or any of them) may,  without notice to Guarantors and without
     defeating or diminishing the liability of Guarantors hereunder,  and on any
     terms satisfactory to Holders,  from time to time on one or more occasions,
     without limitation:

          (1)  release  in  whole  or in part  any  mortgage,  pledge  or  other
          collateral  held as  security  for the Loan or other  Obligations,  or
          accept substitutions of collateral therefor; or

          (2)  extend  the  maturity  or  modify  the terms of the Loan or other
          Obligations,  or permit the  substitution  or the  renewal or renewals
          thereof, without limitation as to the number of renewals,  extensions,
          modifications or substitutions; or

          (3) release, agree not to sue, suspend the right to enforce its rights
          as to  Borrower  or any third party who may at any time be liable as a
          co-obligor,   endorser,  surety,  accommodation  maker,  guarantor  or
          otherwise for the Loan or other Obligations,  including the release of
          any co-signer of this  Agreement,  without the permission of the other
          signer(s); or

          (4) enter into agreements for sale,  repurchase and  participations of
          the Notes and Loan or other  Obligations to any person in any amounts;
          or

          (5)  assign all or any part of the Note or other  Obligations  or this
          Agreement, in which event this Agreement shall inure to the benefit of
          any such  assignee  with the same  force  and  effect  as  though  the
          assignee was specifically  named herein,  provided,  however that each
          assignee  shall be subject to the terms and  provisions  of the Notes,
          other Obligations and this Agreement; or

          (6) make any  future  advances  to  Borrower  without  limit as to the
          amounts,  numbers  or  terms  of  payment  or  interest  rates of such
          advances; or

          (7) agree to any valuation of any collateral  securing the Obligations
          or this Agreement made in connection  with any  proceedings  under the
          U.S.  Bankruptcy  Code concerning  Borrower or any Guarantor,  without
          regard to the amount of such  valuation or any actual monies  received
          by any Holder from the sale of such collateral; or

          (8) take or fail to take any  action  authorized  or  permitted  to be
          taken or that Holder is excused from taking by the Note,  or any other
          instrument evidencing, guaranteeing, securing or otherwise relating to
          the Obligations,  this Agreement, or any other obligations of Borrower
          or Guarantors to the Holders.

9. WAIVERS.  Each Guarantor  waives  presentment for payment,  demand,  protest,
notice of  dishonor,  notice of intent to  accelerate,  notice of  acceleration,
notice  of  acceptance  of this  Agreement,  notice  of the  assignment  of this
Agreement or the Notes or other Obligations,  and notice of action by any Holder
upon  default  in  regard  to the  Obligations,  and any  right of  set-off  any
Guarantor  may  have  against  any  Holder  or any  participating  Holder.  Each
Guarantor   further   waives   the   following   rights:   (i)  all   rights  to
indemnification,  reimbursement,  contribution, or other rights at law or equity
to recover or seek recovery from Borrower or any insider,  as that is defined in
11  U.S.C.  ss.101(30)  as  amended,  of the  Borrower  for any sums paid by any
Guarantor  to any  Holder(s)  in  full or  partial  satisfaction  of  Borrower's
Obligations or any  Guarantor's  obligations to any Holder under this Agreement;
(ii) all  rights to be  subrogated  to the  rights  of any  Holder  against  the
Borrower or any insider, as defined above, for any sums paid by any Guarantor to
any Holder in full or partial  satisfaction  of  Borrower's  Obligations  or any
Guarantor's  obligations  to any Holder  under this  Agreement;  (iii) all other
claims,  cause of action,  liens, rights of payment,  rights of equitable remedy
for  breach of  performance  if such  breach  gives  rise to a right of  payment
against  Borrower or any insider as defined  hereinabove,  whether or not any of
foregoing is reduced to judgment, liquidated,  unliquidated,  fixed, contingent,
matured,  unmatured,   disputed,   undisputed,   legal,  equitable,  secured  or
unsecured.

10. GUARANTY  IRREVOCABLE.  This Agreement  constitutes a continuing guaranty of
the  Obligations,  cannot be revoked by the Guarantors,  and will remain in full
force and effect until the Obligations are paid in full.

11. JOINT AND SEVERAL  LIABILITY.  Each Guarantor shall be jointly and severally
liable for the payment of the entire  amount of the unpaid  balance  owing under
the Obligations,  and no Holder shall, as a condition precedent to enforcing any
Guarantor's liability hereunder,  be obligated to enforce payment from any other
guarantor. 12. CHANGES IN ORGANIZATION.  No change in the corporate organization
or structure of Borrower  shall  discharge or otherwise  affect any  Guarantor's
liabilities hereunder.

13. NO CONDITIONS.  The liability of Guarantor hereunder is not conditioned upon
the  signing of this  Agreement  by any other  person and is not  subject to any
other condition not herein expressly set out.

14. ATTORNEYS' FEES AND COSTS. Each Guarantor agrees to pay the reasonable costs
incurred by each Holder to enforce and collect this  Agreement,  including,  but
not limited to,  reasonable  paralegal fees,  attorneys'  fees,  court costs and
other legal expenses.

15.  LIENS AND RIGHTS OF SET-OFF.  In addition to all liens upon,  and rights of
set-off  against the moneys,  securities,  and other  property of the Guarantors
given to the Holders by law,  each Holder  shall have a lien upon and a right of
set-off against all moneys,  securities,  and other property of Guarantor now or
hereafter in the possession of any Holder,  whether held in a general or special
account,  or for safekeeping or otherwise,  except as provided below;  and every
such lien or right of set-off may be exercised  without demand upon or notice to
any  Guarantor,  without  regard  to the  existence  or value of any  collateral
securing the Obligations or this Agreement,  and without regard to the number or
creditworthiness of any other persons who have agreed to pay the Obligations. If
any such  money is also owned by some other  person  who has not  guaranteed  or
agreed to pay the Obligations, each Holder's right of set-off will extend to the
amount  which could be withdrawn  or paid  directly to Guarantor on  Guarantor's
request,  endorsement  or  instruction  alone.  Where any  Guarantor  may obtain
payment  from a Holder only with the  endorsement  or consent of someone who has
not guaranteed or agreed to pay the Obligations,  each Holder's right of set-off
will extend to such Guarantor's interest in the obligation.  A Holder's right of
set-off will not apply to an account or other  obligation if it clearly  appears
that a  Guarantor's  rights in the  obligation  are  solely as a  fiduciary  for
another or to an account which, by its nature and applicable law, must be exempt
from the claims of  creditors.  Each  Holder  will not be liable for  failure to
honor any  instruction or request of any Guarantor  when there are  insufficient
funds in the account or other  obligation to pay for such instruction or request
because of any Holder's exercise of its right of set-off.  Each Guarantor agrees
to  indemnify  and hold Holder  harmless  from any person's  claim  arising as a
result of any Holder's  exercise of such Holder's  right of set-off and the cost
and  expenses  related  thereto,   including  without   limitation,   reasonable
attorneys' fees and paralegal fees.

16. SUBORDINATION OF INDEBTEDNESS OF GUARANTOR.

         (a) Any indebtedness of any Guarantor now or hereafter held by Borrower
is hereby  subordinated  to the guaranty  obligations  of the  Guarantors to the
Holders under this Guaranty Agreement; and such indebtedness of any Guarantor to
Borrower shall not be paid by any Guarantor until all of the  Obligations  shall
have been paid and satisfied in full.

         (b) The payment  obligations  of any Guarantor  hereunder who is also a
guarantor  of "Senior  Debt" (as that term is defined in  paragraph  "19" of the
Notes)  is/are  hereby  subordinated  to the  payment of such Senior Debt to the
extent and in the same manner as set forth in paragraph "19" of the Notes.

17.  FINANCIAL  STATEMENTS.  Until the  Obligations  are satisfied in full, each
Guarantor shall furnish Holder upon any material change in financial or business
condition,  upon  Holder's  request,  and in the event of no  request,  at least
annually, a current financial statement of each Guarantor, which is certified by
each Guarantor and each Guarantor's accountant to be true and accurate, and each
Guarantor  shall  also  provide  to  Holder  a  copy  of its  audited  financial
statements, certified by its independent auditors, promptly upon the issuance of
such auditor's report.

18.  TERMINATION  OF GUARANTY.  The  obligations  of the  Guarantors  under this
Agreement  shall  continue  in full  force and  effect  until 120 days after the
Obligations  have been paid or satisfied in full,  provided  however,  that this
Agreement shall continue to be effective or shall be reinstated, as the case may
be, if at any time payment or other  satisfaction  of any of the  Obligations is
rescinded  or must  otherwise  be restored or refunded  upon the  insolvency  or
reorganization  of Borrower,  or otherwise,  as though such payment had not been
made or such other satisfaction had not occurred.

19.      GENERAL PROVISIONS.

          (a) TIME OF THE  ESSENCE.  Time is of the essence in each  Guarantor's
performance of all duties and obligations imposed by this Agreement.

          (b) NO WAIVER BY HOLDER. Holder's course of dealing,  forbearance,  or
delay in, the exercise of any Holder's rights, remedies, privileges, or right to
insist upon each Guarantor's strict  performance of any provisions  contained in
this Agreement or Borrower's strict performance of Borrower's obligations, shall
not be construed as a waiver by any Holder, unless any such waiver is in writing
and signed by such  Holder  (and then only to the extent of such  Holder(s)  who
actually so signed).

     (c)  AMENDMENT.  The  terms and  provisions  of this  Agreement  may not be
waived,  altered,  modified  or amended,  except by a writing  duly signed by an
authorized agent of each Holder and by each Guarantor.

     (d) GOVERNING LAW. This Agreement shall be governed by the internal laws of
the State of Georgia,  to the extent that such laws are not preempted by federal
laws and regulations.

     (e)  FORUM  AND  VENUE.  In the  event  of  litigation  pertaining  to this
Agreement, the exclusive forum, venue, and place of jurisdiction shall be in the
State of Georgia.

     (f)  SUCCESSORS.  This Agreement shall inure to the benefit of and bind the
heirs,  personal  representatives,  successors,  and assigns of the parties. The
term  "Holder"  shall  specifically  include any  transferee  or assignee of any
Holder  or any other  holder  of the  Obligations.  The term  "Guarantor"  shall
specifically include any successors of any Guarantor.

     (g) NUMBER AND  GENDER.  Whenever  used,  the  singular  shall  include the
plural,  the plural the singular,  and the use of any gender shall be applicable
to all genders.

     (h) PARAGRAPH HEADINGS. The headings at the beginning of each paragraph and
each  subparagraph in this Agreement are for  convenience  only and shall not be
dispositive in interpreting or construing this Agreement or any part thereof.

     (i)  SEVERABILITY.  If any  provision  of this  Agreement  shall  be  ruled
unenforceable or void by a court of law having jurisdiction over the parties and
subject matter, then such provision shall be deemed severable from the remaining
provisions  and  shall in no way  affect  the  enforceability  of the  remaining
provisions nor the validity of this Agreement.

     (j) ENTIRE  AGREEMENT.  This Agreement and the Loan Documents as defined in
the Notes  contain  all the terms of the  agreement  between the Holders and the
Guarantors, and no earlier statement has any force or effect.

     20. RECEIPT OF COPY. By signing this Agreement, each Guarantor acknowledges
that such  Guarantor has read the  Agreement  prior to execution and that a copy
(copies) of this Agreement was delivered and received by each Guarantor.


 (Seal)                             FIRST CHOICE AUTO FINANCE, INC., Guarantor


Attest:                             By:_______________________________________
                                       Lillian Clover, Assistant Secretary
---------------------------
(Title)


(Seal)                              SC HOLDINGS, INC., Guarantor

Attest:                             By:_______________________________________
                                       Lillian Clover, Assistant Secretary
---------------------------
(Title)