EXHIBIT 10.11

This instrument prepared by:     Joel E. Boyd, Esq., of
Name:                            Dean, Mead, Spielvogel, Goldman & Boyd
Address:                         Attorneys-at-Law
                                 7380 Murrell Road, Suite 100
                                 Melbourne, FL 32940



XXX THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL  PAYMENT OR THE PRINCIPAL
BALANCE DUE UPON MATURITY IS $2,133,333.20, TOGETHER WITH ACCRUED INTEREST,  IF
ANY,  AND ALL  ADVANCEMENTS  MADE  BY THE  MORTGAGEE  UNDER  THE  TERMS  OF THIS
MORTGAGE.



                                 MODIFICATION OF
                      MORTGAGE DEED AND SECURITY AGREEMENT

     THIS  MODIFICATION  OF MORTGAGE  DEED AND SECURITY  AGREEMENT  ("Mortgage")
made,  executed  and  given  this 3rd day of  November,  1997,  by SMART  CHOICE
AUTOMOTIVE GROUP, INC., a Florida  corporation,  formerly having the name ECKLER
INDUSTRIES, INC., (the "Mortgagor"),  to and in favor of THE HUNTINGTON NATIONAL
BANK, a national  banking  corporation,  with its principal place of business at
Melbourne,   Brevard  County,  Florida  ("Mortgagee"  which  reference  includes
successors and assigns);

                              W I T N E S S E T H:

    WHEREAS, BARNETT BANK, N.A., on September 30, 1996, made a loan to Mortgagor
in the original principal amount of Two Million Four Hundred Thousand and No/100
($2,400,000.00) Dollars ("Loan"); and

    WHEREAS,  in  connection  with the Loan,  Mortgagor  executed  that  certain
promissory  note dated September 30, 1996, in the original  principal  amount of
Two Million Four Hundred Thousand and No/100 ($2,400,000.00)  Dollars evidencing
the Loan ("Note"); and

    WHEREAS, the Note is secured by that certain Mortgage and Security Agreement
dated  September 30, 1996, and recorded on October 1, 1996, in Official  Records
Book  3609,  Page  0715,  of the Public  Records  of  Brevard  County,  Florida,
("Mortgage"),  encumbering  that certain real property  described  therein,  and
further  secured by that certain  Assignment of Leases,  Rents and Profits dated
September 30, 1996 and recorded in Official Records Book 3609, Page 0737, Public
Records of Brevard County, Florida; and

    WHEREAS,   the  Loan,   Note  and  Mortgage  were  modified  by  a  Mortgage
Modification Agreement dated October 25, 1996, and recorded on October 31, 1996,
in  Official  Records  Book 3617,  Page 1805,  of the Public  Records of Brevard
County, Florida; and

    WHEREAS,  the Loan,  Note and  Mortgage  were  further  modified by a Second
Modification to Mortgage and Security  Agreement and Partial Release of Personal
Property Agreement dated September 15, 1997, and recorded on September 25, 1997,
in  Official  Records  Book 3711,  Page 4702,  of the Public  Records of Brevard
County, Florida; and

    WHEREAS,  the  property  currently  encumbered  by the  Mortgage is the real
property  set forth on Exhibit  "A" and  Exhibit  "B" to that  certain  Mortgage
Modification Agreement dated October 25, 1996, and recorded on October 31, 1996,
in  Official  Records  Book 3617,  Page 1805,  of the Public  Records of Brevard
County, Florida; and

    WHEREAS, Mortgagor has requested that Mortgagee modify the Note and Mortgage
and  Mortgagee  has agreed to such  modification  upon the  following  terms and
conditions.

    NOW,  THEREFORE,  in  consideration of the mutual covenants herein contained
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

     A. RECITALS.  The above recitals are true and correct and are  incorporated
by reference herein.

     B.  MODIFICATION.  The existing terms and conditions of the Loan,  Note and
Mortgage  are  modified to  incorporate  the  following  provisions  which shall
prevail in the event of any  inconsistency  with the  provisions of the Note and
Mortgage.

     C.  REPAYMENT.  As of the  date  of this  Mortgage,  Mortgagor  agrees  and
acknowledges  that the outstanding  principal balance of the Note is Two Million
Two  Hundred   Thirty-Nine   Thousand  Nine  Hundred   Ninety-Nine   and  92/100
($2,239,999.92)  Dollars which principal  balance,  plus interest at the rate of
one and one-half (1.50%) percent per annum in excess of The Huntington  National
Bank's  Prime  Commercial  Lending  Rate  ("Rate"),  with the amount of interest
payable to be adjusted from time to time as the Rate changes,  Mortgagor  agrees
to repay the Mortgagee as follows:

    Monthly  principal  payments of $13,333.34  plus  interest  shall be due and
    payable  on the  30th  day of  November,  1997,  and  the  30th  day of each
    consecutive month thereafter until the 1st day of July, 1998 when the entire
    outstanding  principal  balance plus all accrued  interest  shall be due and
    payable.

    Interest shall be calculated on the basis of a three hundred sixty (360) day
    year and  charged  for the  actual  number of days  elapsed  in an  interest
    period.  In no event  shall the amount of  interest  due or  payments in the
    nature of interest  payable  hereunder  exceed the maximum  rate of interest
    allowed by  applicable  law, as amended from time to time,  and in the event
    any such  payment is paid by Borrower  or received by the Lender,  then such
    excess sum shall be  credited  as a payment of  principal,  unless  Borrower
    shall  notify the Lender,  in  writing,  that  Borrower  elects to have such
    excess returned to it for its worth.

    Each  payment  when made shall be applied  first to the payment of interest,
    second to the payment of sums due hereunder other than interest or principal
    (i.e.,  late  payment  and  similar  charges),  and then to the  payment  of
    principal.

    Mortgagor shall have the right to prepay this loan, in full or part, without
    penalty  through  the  application  of  normal  operating  cash  flow of the
    Mortgagor.  Should  prepayment be funded from any other source, a prepayment
    fee of one-half (.50%) percent of the then outstanding  balance shall be due
    and payable.

     D. RALPH H. ECKLER is hereby released as a Guarantor of the Note.

AND MORTGAGOR DOES HEREBY COVENANT TO AND AGREE WITH MORTGAGEE AS FOLLOWS:

    1. To pay all and  singular  the  principal  and  interest and other sums of
money  payable by virtue of the Note and  Mortgage,  or either,  promptly on the
days respectively the same severally come due. To perform, comply with and abide
by each and every of the stipulations,  agreements, conditions and covenants set
forth in the Note and this Mortgage.

    2. To pay all and  singular  the taxes,  assessments,  levies,  liabilities,
obligations and encumbrances of every nature on the Property each and every when
due and payable,  according to law, before they become  delinquent;  and, if the
same shall not be promptly  paid,  the  Mortgagee,  at any time either before or
after  delinquency,  may pay the same without waiving or affecting its option to
foreclose or any right hereunder,  and every payment so made shall bear interest
from the date  thereof at the highest  legal rate  permitted  by the laws of the
State of Florida, payable monthly, until repaid, and each such payment, together
with said interest thereon, shall be secured by the lien of this Mortgage.

    3. To keep the  buildings  and all  equipment  and personal  property now or
hereafter on the Property  covered by this Mortgage insured in a sum equal to at
least the balance of the Note and equal to an amount  sufficient  to comply with
any co-insurance  requirements  covering the same under the laws of the State of
Florida and the  insurance  contract,  covering loss from both fire and extended
coverage,  making  the loss  under said  policies,  each and  every,  payable to
Mortgagee as its interest may appear and naming Mortgagee as additional insured;
and the policy or policies  shall be held by Mortgagee and, in the event any sum
of money becomes payable under such policy or policies, the Mortgagee shall have
the option to receive and apply the same on account of the  indebtedness  hereby
secured or may permit  Mortgagor  to receive and use it or any part  thereof for
other purposes,  without thereby waiving or impairing any equity,  lien or right
under  and by  virtue  of this  Mortgage.  Mortgagee  may place and pay for such
insurance,  or any part  thereof,  without  waiving or  affecting  its option to
foreclose or any right hereunder;  and each and every payment so made shall bear
interest  from date thereof at the highest  legal rate  permitted by the laws of
the State of Florida,  payable  monthly,  until  repaid,  and each such payment,
together  with  said  interest  thereon,  shall be  secured  by the lien of this
Mortgage.

    4. To permit, commit or suffer no waste,  impairment or deterioration of the
Property,  or any part  thereof,  and, upon the failure of the Mortgagor to keep
the  buildings  or other  improvements  on the  Property in good  condition  and
repair,  Mortgagee  may demand the immediate  repair of said  buildings or other
improvements or an increase in the amount of security or the immediate repayment
of the debt hereby secured, and the failure of the Mortgagor to comply with said
demand of the Mortgagee,  for a period of thirty (30) days,  shall  constitute a
breach of this Mortgage and, at the option of Mortgagee,  immediately mature the
entire  amount  of  principal  and  interest  hereby   secured,   and  Mortgagee
immediately  and without  notice may  institute  proceedings  to foreclose  this
Mortgage  and may  apply  for and have  appointed  a  receiver,  as  hereinafter
provided.

    5. If any sums of money  herein  and in the Note be not  promptly  and fully
paid within fifteen (15) days next after same become due and payable, or if each
and every of the stipulations,  agreements, conditions and covenants of the Note
and this Mortgage,  or either, are not duly performed,  complied with and abided
by, the  aggregate  sum  remaining  unpaid  under the Note shall  become due and
payable  forthwith  or  thereafter  at the option of the  Mortgagee as fully and
completely  as if said  aggregate sum of money was  originally  stipulated to be
paid  on  said  date,   anything   in  the  Note  or  herein  to  the   contrary
notwithstanding.

    6. To deliver to Mortgagee, on or before March 15 of each year, tax receipts
evidencing the payment of all lawfully imposed taxes for the preceding  calendar
year; to deliver to Mortgagee  receipts  evidencing the payment of all liens for
public  improvements within forty-five (45) days after the same shall become due
and payable; and to pay or discharge within ten (10) days after due date any and
all  government  levies that may be made on the  Property,  on this  Mortgage or
Note,  or in any other  way  resulting  from the  indebtedness  secured  by this
Mortgage;  and, if this condition be not complied with and performed,  Mortgagee
may, without waiving or affecting its option to foreclose,  pay such sum or sums
which shall  become part of the debt  secured by this  Mortgage  and which shall
bear interest, payable monthly until repaid, at the highest legal rate permitted
by the laws of the State of Florida.

     7. That, in the event of a breach by Mortgagor of any covenant contained in
this Mortgage or in the Note or, if applicable,  in a Development Loan Agreement
or Construction  Loan Agreement between Mortgagor and Mortgagee and covering the
Property,  or any part thereof,  the terms of such agreement being  incorporated
herein by  reference,  Mortgagee  is  entitled  to receive  all  rents,  issues,
proceeds  and  profits  accruing  and to accrue  from the  Property  pursuant to
Florida Statutes 697.07 (1991) and, upon Mortgagor's receipt of a written demand
made by Mortgagee, all future payments shall be paid directly to Mortgagee. If a
receiver  is  appointed  by a court  having  jurisdiction  hereof,  pursuant  to
Paragraph 8 or other  provisions of this Mortgage,  the order  appointing such a
receiver may direct that said rents, issues, proceeds,  profits shall be paid to
the receiver  after the date of  appointment.  Nothing in this  paragraph  shall
require the  appointment of a receiver or excuse  Mortgagor from failing to make
payments directly to Mortgagee upon receipt of written demand therefor.

    8. That  Mortgagee is entitled to the  appointment of a receiver even if the
market value of the Property  exceeds the amount of the balance owed on the Note
and additional charges due under this Mortgage and the Note.

    9. If proceedings under any bankruptcy or insolvency law are commenced by or
against  Mortgagor  or if a general  assignment  for the benefit of creditors is
made by Mortgagor,  whether under state or federal law, or a trustee or receiver
of all or a substantial part of Mortgagor's property,  whether or not covered by
the lien of the Mortgage,  is  appointed,  then,  at  Mortgagee's  option and if
permitted by law,  the whole of the unpaid  principal  sum and accrued  interest
remaining unpaid on the Note shall become immediately due and payable.

    10. That, if a petition  shall be filed for any relief under the  provisions
of the federal  Bankruptcy Act or any state  insolvency  statute by or against a
guarantor or if a guarantor  shall make a general  assignment for the benefit of
creditors  or if a receiver  shall be  appointed  for  substantially  all of the
property of any guarantor,  then, and in any of the foregoing  events,  the Note
shall become immediately due and payable at the option of the Mortgagee.

    11. That, if all or any part of the Property or an interest  therein is sold
or  transferred  by  Mortgagor,   whether  voluntary  or  involuntary,   without
Mortgagee's  prior  written  consent,  excluding  (a) the  creation of a lien or
encumbrance  subordinate  to this  Mortgage,  or (b) the  creation of a purchase
money security interest for household appliances,  Mortgagee may, at its option,
declare all the sums secured by this Mortgage to be immediately due and payable.
Mortgagee  shall have waived such option to accelerate  if, prior to the sale or
transfer for which such waiver of option is  requested,  the  Mortgagee  and the
person  or  entity  to whom  the  Property  is to be sold or  transferred  reach
agreement  in writing  that the credit of such third  party is  satisfactory  to
Mortgagee  and that the  interest  payable  on the Note shall be at such rate as
Mortgagee  shall  request.  If Mortgagee  exercises  such option to  accelerate,
Mortgagee  shall mail  Mortgagor  notice of  acceleration  and such notice shall
provide a period of not less than  thirty  (30) days from the date the notice is
mailed within which Mortgagor must pay the sums declared due. If Mortgagor fails
to pay such sums prior to the expiration of such period,  Mortgagee may, without
further  notice or demand on  Mortgagor,  invoke any remedies  permitted by this
Mortgage and the Note.

    12. If the  Property or any part thereof  shall be  condemned  and taken for
public use under the power of eminent domain,  Mortgagee shall have the right to
require that all damages  awarded for the taking of or damages to said  Property
shall be paid to  Mortgagee up to the  aggregate  amount then unpaid on the Note
and credited to the payment or payments last payable thereon.

    13.  That time is of the  essence  of this  Mortgage  and of the Note and no
waiver of any obligation  hereunder or in the Note shall at any time  thereafter
be held to be a waiver of the terms  hereof or of the Note or other  instruments
secured hereby.

    14. To comply with all the terms,  provisions and conditions of any superior
mortgage or lien encumbering the Property,  including, but not limited to, those
applicable  to the payment of principal  and  interest  due under said  superior
mortgage or lien.  If  Mortgagor  fails to comply with each and every one of the
terms,  provisions and conditions of said encumbrance,  the failure to comply or
default on Mortgagor's  part shall  constitute a default under this Mortgage and
the Note and shall entitle Mortgagee,  at its option, to exercise any and all of
its rights and remedies hereunder. If foreclosure proceedings of any superior or
inferior mortgage or any senior or junior lien of any kind should be instituted,
Mortgagee may, at Mortgagee's  option,  immediately or thereafter,  declare this
Mortgage and the entire indebtedness secured hereby due and payable.

    15.  To  the  extent  of the  indebtedness  of the  Mortgagor  to  Mortgagee
described herein or secured hereby,  Mortgagee is hereby  subrogated to the lien
or liens and to the rights of the owners and holders of each and every mortgage,
lien  or  other  encumbrance  on the  Property  which  is or has  been  paid  or
satisfied,  in  whole  or in  part,  out of the  proceeds  of the  Note  and the
respective liens of said mortgages,  liens or other encumbrances,  shall be, and
the same are hereby,  preserved  and shall pass to and be held by the  Mortgagee
herein as security for the  indebtedness to Mortgagee herein described or hereby
secured  to the  same  extent  that it would  have  been  passed  to and held by
Mortgagee,  had it been duly and regularly assigned,  transferred,  set over and
delivered unto Mortgagee by separate  assignment,  notwithstanding the fact that
the same may be satisfied and cancelled of record.

    16. To pay all and  singular  the costs,  charges  and  expenses,  including
reasonable  attorney's fees and cost of abstracts of title,  incurred or paid at
any time by Mortgagee  because or in the event of the failure on the part of the
Mortgagor  to duly,  promptly and fully  perform,  discharge,  execute,  effect,
complete, comply with and abide by each and every the stipulations,  agreements,
conditions and covenants of the Note and this Mortgage,  any or either, and said
costs,  charges  and  expenses,  each and every,  shall be  immediately  due and
payable  whether  or not there be  notice,  demand,  attempt  to collect or suit
pending; then the full amount of each and every such payment shall bear interest
from the date thereof until paid at the highest legal rate permitted by the laws
of the State of Florida; and all said costs, charges and expenses so incurred or
paid,  together  with  such  interest,  shall  be  secured  by the  lien of this
Mortgage.  Reference  herein  to  "reasonable  attorney's  fees"  shall  include
attorney fees incurred by the Mortgagee for appellate and bankruptcy proceedings
incident to any action brought hereunder or upon the Note.

     17. That, if any word,  clause,  term, phrase or paragraph used in the Note
or this Mortgage  should be held to be  unenforceable  by any court of competent
jurisdiction,  the same shall not affect,  alter or otherwise impair the meaning
of any other word,  clause,  term, phrase or paragraph in the Note and Mortgage,
and the same shall stand in full force and effect and shall be  obligatory  upon
the parties hereto and the  assignees,  heirs and legal  representatives  of the
parties hereto.

    18. That, except for any notice required under applicable law to be given in
another manner,  any notice to Mortgagee  provided for or given pursuant to this
Mortgage or the Note shall be given by mailing such notice,  postage prepaid, by
United  States  registered  or certified  mail,  return  receipt  requested,  to
Mortgagee's  address as stated  herein or in the Note secured  hereby or to such
other address as Mortgagee  may  designate,  in writing,  by notice to Mortgagor
from time to time.

    19. That all  remedies  provided in this  Mortgage or in the Note,  or other
instrument  secured hereby or incorporated by reference herein, are distinct and
cumulative  to any other  right or remedy  under  this  Mortgage  or such  other
instrument  or  afforded  by law or equity  and may be  exercised  concurrently,
independently  or  successively.  The Note  shall  become  due at the  option of
Mortgagee  if any  representation  or  warranty  made or given by  Mortgagor  or
otherwise made in writing in connection with the  transaction  evidenced by this
Mortgage shall prove to have been false or incorrect in any material  respect as
of date hereof and such  defect (if  curable)  shall not have been cured  within
seven (7) days from the date of the mailing of notice thereof to the Mortgagor.

    20. To pay to the Mortgagee, after written request therefor, on the day that
monthly  installments of principal and interest are payable under the Note a sum
equal to  one-twelfth  of the  yearly  taxes and  assessments  which may  attain
priority over this Mortgage, plus one-twelfth of the yearly premium installments
for hazard and flood insurance,  all as reasonably  estimated initially and from
time to time by Mortgagee on the basis of  assessments  and bills and  estimates
thereof.  Said sum shall be held in escrow by the  Mortgagee or its designee and
is pledged as additional security for the sums secured by this Mortgage.  If the
escrowed funds shall not be sufficient to pay taxes,  assessments  and insurance
premiums as they fall due, Mortgagor shall pay to Mortgagee any amount necessary
to make up such  deficiency  within twenty (20) days after notice from Mortgagee
requesting payment thereof. Such escrowed sum shall be held by Mortgagee without
allowance of interest.

    21.  That,  notwithstanding  anything  to the  contrary  contained  in  this
Mortgage or in the Note or in any other instruments securing the Note, Mortgagee
may, at Mortgagee's  option,  declare the entire  indebtedness  secured  hereby,
together  with all  interest  thereon  and all  advances  made by the  Mortgagee
hereunder,  immediately due and payable in the event of a breach by Mortgagor of
any covenant contained in this Mortgage or in the Note or, if applicable, in the
Development  Loan  Agreement or a  Construction  Loan  Agreement  referred to in
Paragraph 7. In the event of any conflict between the terms of this Mortgage and
the terms of said loan agreement, the terms of the loan agreement shall prevail.

    22. To collaterally assign,  coincident herewith or hereafter, to Mortgagee,
any  lease  or  leases  of all or of any  portions  of  the  Property.  If  such
assignment is made and accepted by Mortgagee,  Mortgagor shall perform  promptly
each and every  covenant  and  agreement of any such lease that is to be kept or
performed by the Mortgagor in  Mortgagor's  capacity as lessor and any violation
on  Mortgagor's  part of any  covenant or  agreement in any such lease or in the
assignment  of said lease that is to be kept or performed by  Mortgagor,  or any
violation on  Mortgagor's  part of any  agreement  by Mortgagor  set out in such
Assignment  of Lease,  shall  constitute a breach of this Mortgage and thereupon
Mortgagee may, at its option,  without notice,  declare the Note immediately due
and payable. Mortgagor will advise Mortgagee promptly of the execution hereafter
of any lease of all or any part of the  Property  and  shall,  upon  Mortgagee's
request,  submit to Mortgagee for  examination  and approval any such lease.  If
Mortgagee so requests,  Mortgagor shall  specifically  collaterally  assign such
lease to Mortgagee (in form acceptable to Mortgagee);  and it is agreed that the
provisions  of  this  Mortgage  with  regard  to  Mortgagor's   obligations  and
Mortgagee's rights with respect to leases and collateral  assignment of the same
shall apply to all such  additional  leases and assignments  thereof.  Mortgagee
may, at its option,  perform any covenant or provision of any such lease for and
on behalf of the Mortgagor and at  Mortgagor's  expense and any amount  advanced
for this purpose shall bear interest at the same rate as for other  advances and
shall be secured by this Mortgage and shall be payable upon demand. The security
interest  created by the following  paragraph of this  Mortgage is  specifically
intended  to cover and  include all leases of the  Property,  together  with all
amendments and supplements thereto,  between Mortgagor as lessor and any tenants
named therein as lessees,  including all extended  terms and all  extensions and
renewals of the terms thereof,  as well as any amendments to or  replacements of
said  leases,  together  with all the right,  title and interest of Mortgagor as
lessor thereunder;  including, without limiting the generality of the foregoing,
the present and continuing right to make claim for, collect, receive and receipt
for any and all of the  rents,  income,  revenue,  issues,  profits  and  monies
payable as damages or in lieu of the rent,  and monies  payable as the  purchase
price of the Property, or any part thereof, or of awards or claims for money and
other sums of money payable or receivable thereunder,  howsoever payable; and to
bring actions and proceedings  thereunder or for the enforcement thereof; and to
do any and all things which  Mortgagor or any lessor is or may be entitled to do
under the lease;  provided that the  assignment  made by this  paragraph and the
collateral assignment of lease, if any, entered into simultaneously  herewith or
subsequent  hereto  shall not impair or diminish  any  obligations  of Mortgagor
under the lease nor shall any obligations be imposed upon the Mortgagee,  except
at Mortgagee's option, to perform any duties or obligations imposed by the terms
of the  lease  upon the  Mortgagor  as  lessor  in said  lease.  Nothing  herein
contained,  including  the  acceptance  of a Collateral  Assignment  of Lease by
Mortgagee, shall subordinate the lien of this Mortgage to such lease unless such
subordination  is  specifically  provided  for  herein  or by  separate  written
instrument executed by Mortgagee.

     23. That,  in addition to all other right,  title and interest of Mortgagor
granted,  mortgaged,  conveyed,  pledged and assigned herein,  or in instruments
collateral hereto, Mortgagee shall have, and there is hereby created in favor of
Mortgagee,  a security  interest in all  equipment and fixtures now or hereafter
attached to the Property,  as well as any other  property of Mortgagor as may be
necessary  for  operation  of the  Property,  including,  but  not  limited  to,
electrical, plumbing, heating and cooling systems, it being the intention of the
parties  hereto  that,  so far as may be  permitted  by law, all property of the
character hereinabove described,  which is now owned or is hereafter acquired by
Mortgagor and is affixed,  attached,  or annexed to the  Property,  shall be and
remain or become and  constitute a portion of the Property and be subject to the
lien of the security interest created by this Mortgage, together with all rents,
income, revenues, issues and profits thereof and present and continuing right in
the  Mortgagee  to make claim for,  collect,  receive  and receipt for the same.
Mortgagor will not remove, attempt to remove or permit to be removed any part of
the  Property,  which  includes  items  described  in  the  security  instrument
referenced in Paragraph 22, without first and prior to removal  thereof,  having
received  permission in writing for such removal from Mortgagee.  Mortgagor will
immediately  execute such Financing  Statements  and renewals  thereof as may be
periodically  requested by  Mortgagee.  If Mortgagor  fails or refuses to comply
with such request, Mortgagee is irrevocably authorized to execute such documents
as Mortgagee's attorney-in-fact.

    24. To not use,  nor  knowingly  permit the use of, the Property or any part
thereof for any unlawful purpose or for the commission of a nuisance.

    25. That neither the  provisions of this  Mortgage,  nor of the Note,  shall
have the effect of or be construed as requiring or  permitting  the Mortgagor to
pay interest in excess of the highest rate per annum  allowed by the laws of the
State of Florida on any item or items of indebtedness referred to in the Note or
this  Mortgage  and,  if any such excess  interest  be charged or paid,  written
notification  thereof  shall be given by Mortgagor to Mortgagee  and such excess
interest,   together  with  interest  thereon  at  the  legal  rate,  shall,  at
Mortgagor's  option,  either be  credited to the unpaid  principal  indebtedness
secured hereby or reimbursed to the Mortgagor.

    26. That any part of the security  herein  described and covered by the lien
of this  Mortgage  may be  released  with or without  consideration  and without
regard to the amount of  consideration  furnished  without in anywise  altering,
varying or diminishing the force, effect or lien of this Mortgage or any renewal
or  extension  of it, and the same shall  continue as a lien on all Property not
expressly released until all sums, with interest and charges hereby secured,  be
fully paid.

    27. That the terms "hazardous  waste",  "hazardous  substance",  "disposal",
"release",  and "threatened release",  as used in this Mortgage,  shall have the
same  meanings  as  set  forth  in  the  Comprehensive  Environmental  Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et.
seq., ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
L. No. 99-499 ("SARA"),  the Hazardous Materials  Transportation Act. 49, U.S.C.
Section 1801, et. seq., the Resource  Conservation  and Recovery Act. 49 U.S. C.
Section 6901, et. seq., or other  applicable  state or federal laws,  rules,  or
regulations adopted pursuant to any of the foregoing.  Mortgagor  represents and
warrants to Mortgagee  that: (a) To the best knowledge of Mortgagor,  during the
period  of  Mortgagor's  ownership  of the  Property,  there  has  been  no use,
generation,  manufacture,  storage,  treatment,  disposal, release or threatened
release of any hazardous  waste or substance by any person on,  under,  or about
the Property; (b) Mortgagor has no knowledge of, or reason to believe that there
has been,  except as previously  disclosed to and  acknowledged  by Mortgagee in
writing, (i) any use, generation,  manufacture,  storage,  treatment,  disposal,
release or threatened  release of any hazardous  waste or substance by any prior
owners or occupants of the Property or (ii) any actual or threatened  litigation
or claims of any kind by any person relating to such matters;  and (c) Except as
previously  disclosed to and acknowledged by Mortgagee in writing, (i) Mortgagor
shall not use, generate,  manufacture,  store, treat,  dispose of or release any
hazardous  waste or substance  on, under or about the  Property  (and  Mortgagor
shall use its best  efforts to prohibit any tenant or other user of the Property
from any such use) and (ii) any activity on the  Property  shall be conducted in
compliance with all applicable  federal,  state and local laws,  regulations and
ordinances,   including,   without  limitation,   those  laws,  regulations  and
ordinances  described  above.  Mortgagor  authorizes  Mortgagee and  Mortgagee's
agents  to  enter  upon the  Property  to make  such  inspections  and  tests as
Mortgagee  may deem  appropriate  to determine  compliance  by Mortgagor and the
Property with the provisions  hereof. Any inspections or tests made by Mortgagee
shall be for Mortgagee's purposes and benefit only and shall not be construed to
create any  responsibility or liability on the part of Mortgagee to Mortgagor or
to any other person or entity,  governmental or otherwise.  The  representations
and  warranties  contained  herein are based on  Mortgagor's  due  diligence  in
investigating  the  Property for  hazardous  waste.  Mortgagor  (a) releases and
waives  any  present  or  future  claims  against  Mortgagee  for  indemnity  or
contribution  if Mortgagor  becomes  liable for cleanup or other costs under any
such laws, and (b) agrees to indemnify and hold harmless  Mortgagee  against any
and all claims,  losses,  liabilities,  damages,  penalties  and expenses  which
Mortgagee  may  directly  sustain  or  suffer  resulting  from a breach  of this
provision or as a  consequence  of any use,  generation,  manufacture,  storage,
disposal,  release  or  threatened  release  occurring  prior or  subsequent  to
Mortgagor's  ownership or interest in the Property,  whether or not the same was
or should  have been  known to  Mortgagor.  The  provisions  of this  paragraph,
including the obligation to indemnify, shall survive the payment of the Note and
the  satisfaction and reconveyance of the lien of this Mortgage and shall not be
affected by Mortgagee's acquisition of any interest in the Property,  whether by
foreclosure or otherwise.

    28. To maintain the Property,  at  Mortgagor's  sole expense,  and make such
repairs and  renovations as may,  during the term of this Mortgage,  be required
for compliance with The Americans with  Disabilities  Act, 42 U.S.C.  12101, et.
seq.,  and  amendments  thereto  ("ADA").  Any notice or warning of violation or
noncompliance  of or with the  provisions of ADA received by Mortgagor  shall be
sent in  accordance  with  Paragraph 18 to Mortgagee  within ten (10) days after
receipt thereof and Mortgagor shall have a period of thirty (30) days thereafter
(unless a shorter  term is  imposed by the notice or  warning)  within  which to
furnish  to  Mortgagee  a written  plan and time  schedule  for  correcting  the
deficiency in accordance with the requirements of ADA.

    29. This Mortgage shall, at the option of the Mortgagee, secure, in addition
to the debt  evidenced by the Note, any other  liability or liabilities  owed by
the  Mortgagor  to  the  Mortgagee,  whether  direct  or  indirect,  secured  or
unsecured,  contingent  or  fixed,  now due,  or to  become  due,  or which  may
hereafter be  contracted  by virtue of any  advances,  disbursements,  payments,
charges  or costs  made or  incurred  by the  Mortgagee  under the terms of this
Mortgage  or any  other  instrument  including,  but  not by way of  limitation,
promissory  notes,  guaranties,   financing  statements,   security  agreements,
endorsements and overdrafts, though the aggregate outstanding amount at any time
may exceed the amount originally secured hereby.  Mortgagee shall be entitled to
receive  and retain the full  amount of the debt  evidenced  by the Note and the
other liabilities herein described in any action for foreclosure,  redemption by
the Mortgagor, accounting for the proceeds of a foreclosure sale, accounting for
insurance proceeds or condemnation award.

    30.  To  waive  and  renounce  to the  extent  permitted  by law any and all
homestead and exemption  rights  Mortgagor may now or hereafter  have as against
the  payment of the  obligation  evidenced  or secured  hereby,  or any  portion
thereof,  or any other  obligation  or  damage  that may  accrue to  Mortgagee's
benefit under the terms of the Note and this Mortgage.

    31. To pay to  Mortgagee  a transfer  fee each time the legal or  beneficial
title to the Property is conveyed or assigned.  The amount of such fee will be a
specified amount or a percent of the principal  balance  remaining unpaid on the
Note at the time of the conveyance or assignment,  except that such transfer fee
shall not exceed 1% of the then principal balance or $300, whichever is greater.
The  collection  of a transfer  fee shall not be construed  as  authorizing  the
assumption of this Mortgage other than as provided hereinabove.

    32. That  Mortgagee  shall not be responsible or liable to anyone other than
the Mortgagor for  Mortgagee's  disbursement of or failure to disburse the funds
or any part thereof  evidenced by the Note,  and no third party,  including  any
creditor or subrogee of the Mortgagor, shall have any claim or right against the
Mortgagee  under this  Mortgage or the Note for  Mortgagee's  administration  of
disbursement,  nor shall the  Mortgagee  be liable  for the  manner in which any
disbursements  under this  Mortgage or the Note may be applied or  misapplied by
the Mortgagor.

    33. In this Mortgage and the Note, the singular shall include the plural and
the  masculine  shall  include  the  feminine  and  neuter.  Whenever  the  term
"Mortgagor"  is  used  herein,   it  shall  include   corporate  and  individual
mortgagors,  their heirs,  personal  representatives,  trustees in  dissolution,
assigns and successors in interest in title to the Property.

    34.  This  Mortgage,  the Note and other  instruments  incidental  hereto or
referenced  herein  shall be  construed  according  to the laws of the  State of
Florida, and the venue for any litigation brought on account of or incidental to
this Mortgage shall be Brevard County,  Florida,  except that any foreclosure of
this Mortgage will be filed in the county wherein the Property is located.

    35. MORTGAGEE AND MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY  LITIGATION
BASED HEREON,  OR ARISING OUT OF, UNDER OR IN CONNECTION  WITH THIS MORTGAGE AND
ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION
OF EITHER PARTY. THIS PROVISION IS A MATERIAL  INDUCEMENT FOR MORTGAGEE ENTERING
INTO THIS TRANSACTION WITH MORTGAGOR.


  XXX  THIS  IS A  BALLOON  MORTGAGE  AND THE  FINAL  PRINCIPAL  PAYMENT  OR THE
PRINCIPAL  BALANCE DUE UPON  MATURITY IS  $2,133,333.20, TOGETHER WITH ACCRUED
INTEREST,  IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF
THIS MORTGAGE.

Signed, sealed and delivered in the presence of:

                                SMART CHOICE AUTOMOTIVE GROUP, INC.,
                                a Florida corporation
Print Name

                                By: /s/ Ronald W. Anderson
                                --------------------------
Print Name                      Ronald W. Anderson, Executive Vice President
                                and Chief Operating Officer

                                Address:  5200 S. Washington Avenue
                                          Titusville, FL 32780