GUARANTY
                             (CONTINUING/UNLIMITED)



TO:  FINOVA CAPITAL CORPORATION


Ladies/Gentlemen:



     1. THE GUARANTEED DEBT. In  consideration  of any and all loans,  advances,
acceptances  and  extensions  of credit made by FINOVA  CAPITAL  CORPORATION,  a
Delaware corporation, ("FINOVA") to, for the account of, or on behalf of FLORIDA
FINANCE GROUP, INC., a Florida  corporation,  LIBERTY FINANCE COMPANY, a Florida
corporation,  SMART CHOICE RECEIVABLES  HOLDING COMPANY, a Delaware  corporation
and  FIRST  CHOICE  AUTO  FINANCE,  INC..  a Florida  corporation  (collectively
referred to herein as "Borrower") and as an inducement for FINOVA to make future
loans, advances, acceptances and extensions of credit to, for the account of, or
on behalf  of  Borrower,  the  undersigned  (the  "Guarantor"),  absolutely  and
unconditionally  guarantees to FINOVA the punctual  payment in full at maturity,
whether due pursuant to  acceleration or otherwise,  of the principal,  interest
and other sums due or to become due from  Borrower to FINOVA  (collectively  the
"debt") at any time and from time to time from the date of this  Guaranty  until
termination  under or pursuant to that  certain  Amended and  Restated  Loan and
Security   Agreement  ("Loan   Agreement")  and  other  documents   executed  in
conjunction therewith,  dated February 4, 1997, as amended from time to time, by
and among FINOVA, Borrower and Guarantor.

     2. DURATION. This Guaranty shall operate as a continuing guaranty and shall
terminate as to the Guarantor  only upon written  notice signed by the Guarantor
and actually received by FINOVA,  effective as of the opening of business on the
day following the date of receipt.  Such termination  shall be effective only as
to that  portion of the debt  incurred  after such  termination  date,  and this
Guaranty  shall remain in full force and effect as to all debt  incurred  before
that time.  Regardless  of when a renewal or extension of  pre-termination  debt
occurs (with or without adjustment of interest rate or other terms), the debt is
deemed to have been incurred  prior to  termination to the extent of the renewal
or extension,  and to be fully covered by this Guaranty.  This Guaranty shall be
binding upon the undersigned  Guarantor and its successors and assigns,  jointly
and  severally,  and shall inure to the benefit of FINOVA and its successors and
assigns.

     3. NO CONDITIONS.  This is an unconditional Guaranty; it is unlimited as to
time, until  termination.  The Guarantor  warrants that there are no conditions,
oral  or  otherwise,  on  the  effectiveness  of  this  Guaranty.  This  writing
constitutes the entire agreement of the parties regarding the Guaranty.

     4.  DISCLOSURE  OF  CONDITION  OF  BORROWER.  The  Guarantor  warrants  and
represents  to FINOVA  that:  (a) this  Guaranty is  executed at the  Borrower's
request;  (b) the Guarantor has established adequate means of obtaining from the
Borrower on a continuing basis financial and other information pertaining to the
Borrower's  affairs  or  business;  and (c)  the  Guarantor  is now and  will be
familiar with the affairs, business, operation and condition of the Borrower and
its  assets.  The  Guarantor  hereby  waives  any duty on the part of  FINOVA to
disclose  to  the  Guarantor  any  matter  relating  to the  affairs,  business,
operation  or  condition  of the  Borrower and its assets now known or hereafter
known to FINOVA during the life of this continuing Guaranty. With respect to any
debt of the  Borrower to FINOVA,  FINOVA need not inquire into the powers of the
Borrower or the officers, directors or agents acting or purporting to act on its
behalf,  and any debt created in reliance  upon the  professed  exercise of such
powers shall be guaranteed hereunder.

     5. COLLATERALIZATION.  The Guarantor agrees that FINOVA shall have a second
lien on all of Guarantor's  Collateral,  including but not limited to inventory,
new or used,  including but not limited to parts and  accessories,  now owned or
existing or hereafter acquired and wheresoever located (the  "Collateral");  and
that the total  outstanding  balance of the all indebtedness of Guarantor to any
first lien holder(s) of the Collateral, on any date of determination,  shall not
exceed Ten Million Dollars ($10,000,000.00).  The security interest securing the
payment of this Guaranty shall be pursuant to that certain Security Agreement of
even date herewith by among and between FINOVA and Guarantor.  Guarantor  hereby
acknowledges  that the grant of this security interest and the execution of this
Guaranty and that certain  security  agreement are in  consideration of FINOVA's
extending  credit under the Loan  Agreement and that  Guarantor  shall receive a
materially financial and economic benefit from the extension of credit by FINOVA
to Borrower.

     6. WAIVERS  REGARDING THE GUARANTEED  DEBT. The Guarantor  expressly waives
the  following:  notice  of the  incurring  of debt by the  Borrower;  notice of
default on the debt or intent to accelerate;  notice of acceleration;  notice of
intent to accelerate; the acceptance of this Guaranty by FINOVA; presentment and
demand for  payment,  protest,  notice of  protest  and  notice of  dishonor  or
nonpayment  of any  instrument  evidencing  debt of the  Borrower;  any right to
require the pursuit of any remedies against the Borrower or any other guarantor,
including  commencement  of suit,  before  enforcing  this  Guaranty  (this is a
guaranty of payment,  not a guaranty of collection);  any right to have security
or the right of setoff applied before  enforcing this Guaranty;  and any and all
right of subornation to FINOVA's rights against the Borrower,  other  guarantors
or any other person or entity;  all diligence in collection and failure or delay
by FINOVA in protection or exercise of FINOVA's rights against Borrower; and any
other  action or any other  encumbrance  whatsoever  which  might  constitute  a
defense to the enforcement of this Guaranty.

     The Guarantor  hereby  consents and agrees that renewals and  extensions of
time of payment  (including  interest  rate  adjustments),  surrender,  release,
exchange,  substitution,  dealing  with  or  taking  of  additional  collateral,
modifying any obligations of, taking or release of other guarantors,  abstaining
from taking  advantage of or  realizing  upon any  collateral  security or other
guaranty and any and all other forbearances or indulgences  granted by FINOVA to
the  Borrower  or any other  party may be made,  granted or  effected  by FINOVA
without notice to the Guarantor and without affecting in any manner  Guarantor's
liability  hereunder.  The Guarantor hereby expressly consents to any impairment
of  collateral  including,  but not  limited  to,  failure to perfect a security
interest and release of collateral.

     Any adjustment or compromise may be made by FINOVA with the Borrower or any
other party to the debt,  and a lesser sum than the face  amount  thereof may be
accepted in full payment and discharge.  Any of the collateral or other security
granted by the  Borrower or any other  party which  FINOVA may hold or which may
come to it or its possession  may be released or otherwise  dealt with by FINOVA
in all respects as if this Guaranty were not in existence and the  obligation of
the Guarantor shall in no way be affected  thereby.  The Guarantor hereby waives
and foregoes any right in respect of any such action by FINOVA.

     6. FINOVA'S  COLLECTION RIGHTS AGAINST  GUARANTOR.  The Guarantor agrees to
pay to FINOVA any and all costs, expenses and reasonable attorney's fees paid or
incurred  by FINOVA in  collecting  or  endeavoring  to collect  the debt of the
Borrower  or in  enforcing  or  endeavoring  to enforce  this  Guaranty,  unless
recovery of attorney's fees is invalid under applicable state or federal law. In
addition  to its other  rights  and  remedies  under this  Guaranty,  FINOVA may
require,  at FINOVA's  option,  collateral  security  to support the  Guarantor'
obligations  upon  Borrower's  default  of any loan  agreement  with  FINOVA  if
thereupon  FINOVA  reasonably  deems itself  insecure;  if such a requirement is
imposed,  now or in the  future,  FINOVA  shall  have any  rights  and  remedies
contained in any mortgage,  security agreement or other document executed by the
Guarantor.  If the Guarantor refuses to execute such documents,  the debt of the
Borrower shall, for the purposes of this Guaranty, be deemed to have matured.

     7. BANKRUPTCY OF BORROWER. Guarantor agrees that this Guaranty shall not be
discharged  except (subject to the limitations  expressly  contained  herein) by
complete performance of Borrower's  obligations to FINOVA and further agree that
the obligations of the Guarantor  hereunder shall not be discharged,  reduced or
affected  in any  way by  any  receivership,  insolvency,  bankruptcy  or  other
proceedings  affecting  the  Borrower  or any of its  assets or the  release  or
discharge of the Borrower from the  performance  of any  obligations  to FINOVA,
whether by operation of law or otherwise or any other cause,  whether similar or
dissimilar to the foregoing.

     8.  ASSIGNMENT.  FINOVA may assign its rights hereunder in whole or in part
and upon any such assignment all the terms and provisions of this Guaranty shall
inure to the benefit of such assignee, to the extent so assigned.

     9. MATURITY,  PAYMENT.  The Guarantor agrees that if the maturity of any of
the debt is accelerated by bankruptcy or otherwise,  such maturity shall also be
deemed  accelerated for the purpose of this Guaranty without demand or notice of
any kind to the Guarantor. Guarantor further agrees that, to the extent that the
Borrower  or any other  Person  makes a payment  to  FINOVA  on  account  of the
Indebtedness,  or FINOVA  receives any proceeds of collateral,  which payment or
any part  thereof is  subsequently  invalidated,  declared to be  fraudulent  or
preferential,  set aside, or otherwise  required to be repaid to the Borrower or
any other party, including without limitation, it's estate, trustee or receiver,
under any bankruptcy, insolvency, or other similar law, whether state or federal
or under any common law or equitable  claim;  then to the extent of such payment
or repayment,  the  obligation  or part thereof which has been paid,  reduced or
satisfied by such amount  shall be  reinstated  and  continued in full force and
effect as of the date such initial payment,  reduction or satisfaction occurred.
The Guarantor  shall defend and  indemnify  FINOVA of and from any claim or loss
under this  paragraph  including  FINOVA's  attorneys'  fees and expenses in the
defense of any such action or suit.  The Guarantor  will,  forthwith upon notice
from FINOVA of the Borrower's failure to pay any debt at maturity, pay to FINOVA
at  FINOVA's  principal  offices the amount due and unpaid by the  Borrower  and
guaranteed hereby. The failure of FINOVA to give this or any notice shall not in
any way release the Guarantor hereunder.

     10. NO ORAL MODIFICATIONS.  This Guaranty shall not be suspended,  amended,
released,  terminated  or  modified  in any manner  except by an  instrument  in
writing signed by all parties to be bound.

     11. WAIVER OF DEFAULT.  No waiver by FINOVA of any default of any provision
of this Guaranty Agreement shall be deemed a waiver of any other pre-existing or
subsequently  existing default,  nor shall any such waiver by FINOVA be deemed a
continuing  waiver.  No delay or  omission  by  FINOVA in  exercising  any right
hereunder, at any law or in equity, or otherwise, shall impair any such right or
be construed as a waiver thereof,  acquiescence therein, nor shall any single or
partial  exercise of any right preclude  other or further  exercise of any other
right that may exist or that may thereafter exist.

     12.  INDEMNIFICATION.  In the  event of the  breach  of this  Guaranty,  by
Guarantor,  Guarantor  hereby agrees to indemnify and hold FINOVA  harmless from
any and all resulting  claims and damages,  including  attorney's  fees, and all
other costs.

     13. GOVERNING LAW. This Guaranty is executed and delivered by Guarantor and
is  performable  in  Maricopa  County,  Arizona,  and shall be  governed  by and
construed in accordance with the laws of the State of Arizona.

     14.  JURISDICTION  AND  VENUE.  Any  suit,  action  or  proceeding  against
Guarantor with respect to this  Guaranty,  the Loan  Documents,  as such term is
defined in the Loan Agreement,  or any judgment  entered by any court in respect
thereof,  may be brought in any  local,  state or federal  court in the State of
Arizona  located  in  Maricopa  County  and  hereby  submit to the  nonexclusive
jurisdiction  of such  courts  for the  purpose  of any  such  suit,  action  or
proceeding.  Guarantor  hereby  further  irrevocably  consents to the service of
process in any suit,  action or proceeding in said court by the mailing  thereof
by Lender by registered or certified mail, postage thereon prepaid, to Guarantor
at its address set forth in the Loan  Agreement.  Guarantor  hereby  irrevocably
waives any objections  which it may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Guaranty or
the Loan Documents brought in any local,  state or federal court of the State of
Arizona  located in Maricopa  County and hereby further  irrevocably  waives any
claim that any such  suit,  action or  proceeding  brought in any such court has
been brought in any inconvenient forum.

     15. WAIVER OF RIGHT TO TRIAL BY JURY.  GUARANTOR AND FINOVA HEREBY COVENANT
AND AGREE  THAT IN ANY SUIT,  ACTION OR  PROCEEDING  IN  RESPECT  OF ANY  MATTER
ARISING OUT OF THIS GUARANTY,  THE LOAN DOCUMENTS 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;  GUARANTOR  HEREBY
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN
ORIGINAL  COUNTERPART  OR A COPY OF THIS  GUARANTY  WITH ANY  COURT  AS  WRITTEN
EVIDENCE OF THE  CONSENT OF THE  PARTIES  HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.

     16. ADVICE OF COUNSEL.  Guarantor  acknowledges that it has been advised by
counsel  with  respect  to  the  transaction   governed  by  this  Guaranty  and
specifically with respect to the terms of Sections 13, 14 and 15.

     17.  PRIOR  AGREEMENTS.  This Amended and  Restated  Guaranty  Agreement is
executed in  conjunction  with that certain Second Amended and Restated Loan and
Security Agreement. This Guaranty is to serve in lieu of and in substitution for
any and all previous  guaranties  executed by the Guarantors with respect to the
debt of Borrowers or any of Borrower to FINOVA. To the extent,  this Guaranty is
secured by liens  granted to FINOVA on certain  collateral,  this  Guaranty is a
continuation of Guarantors obligations to FINOVA and such obligations and liens,
mortgages,  deeds of trust or security  interests are not  extinguished  by this
Guaranty  Agreement but are hereby renewed and extended.  This Guaranty  revokes
all such previous  guaranties and the terms,  conditions and provisions  thereof
shall have no further force or effect.


     IN WITNESS WHEREOF, this Guaranty has been executed and delivered to FINOVA
by the undersigned Guarantor effective on the 9th day of November, 1998.

                              Smart Choice Automotive Group, Inc.
                              a Florida corporation




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


THE STATE OF TEXAS    
                      ss.
COUNTY OF DALLAS      

     BE IT  REMEMBERED,  that on 9th  day of  November,  1998,  before  me,  the
undersigned, a Notary Public within and for the County and State aforesaid, came
Charles D. Bonanno,  Vice President of Smart Choice Automotive Group,  Inc., who
is  personally  known  to me to be the  same  person  who  executed  the  within
instrument of writing, and duly acknowledged the execution of the same.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal, the day and year last above written.




                                         NOTARY PUBLIC, STATE OF 
                                         My commission expires: