EXHIBIT 10.74

                            STOCK PURCHASE AGREEMENT


     STOCK PURCHASE AGREEMENT (this  "Agreement"),  entered into this 6th day of
May, 1997, by and among FIRST CHOICE STUART I, INC., a Florida  corporation (the
"Buyer"  or  "First  Choice")  and  THOMAS  DERITA,   JR.,  an  individual  (the
"Stockholder");

                              W I T N E S S E T H:

     WHEREAS, B&B Florida Enterprises,  Inc. ("B&B"), a Florida corporation,  is
engaged in the business of operating a Nissan  automobile  dealership  in Martin
County, Florida (the "Business");

     WHEREAS,  First Choice is electing to acquire such Business pursuant to the
rights  and  options  granted  to it  pursuant  to that  certain  Implementation
Agreement dated December 16, 1996 between DeRita and First Choice;

     WHEREAS,  the Stockholder is the record owner of fifty one percent (51%) of
the issued and outstanding shares of common stock of B&B (the "B&B Stock" or the
"Stock");

     WHEREAS,  the Buyer has an agreement to acquire  another forty nine percent
(49%) of such common stock of B&B pursuant to the letter agreement referenced in
Section 7.6 hereinbelow; and

     WHEREAS,  the Buyer  desires  to  purchase  from the  Stockholder,  and the
Stockholder  desires to sell to the Buyer, all upon the terms and subject to the
conditions  set  forth in this  Agreement,  all (and not less  than  all) of the
Stock, and through such Stock ownership, the Business, as a going concern;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, the parties hereby agree as of the date hereof, as follows:

     1. ACQUISITION OF THE STOCK.

     1.1  Exchange  of  Shares.  Subject  to the  terms and  conditions  of this
Agreement, at the Closing (hereinafter defined) Buyer shall purchase and acquire
from the Stockholder,  and the Stockholder shall sell and transfer to Buyer, all
(and not less than all) of the Stock, in exchange for the consideration provided
in Article 2 below. In furtherance  thereof,  the Stockholder  shall have caused
the certificates  representing all of the Stock,  (duly endorsed for transfer or
accompanied  by stock powers  executed in blank for transfer) to be delivered to
Buyer by the Pledgee  thereof (to wit,  Smart  Choice of Stuart,  L.C.,  pledgee
pursuant to that certain Stock Pledge  Agreement dated December 9, 1996).  Smart
Choice of Stuart,  L.C. is  executing  this  Agreement  for the sole  purpose of
expressing  its  agreement  to deliver said Stock to Buyer free and clear of the
aforementioned  December 9, 1996 Stock Pledge Agreement upon the satisfaction of
all the terms and conditions of this Agreement.

     1.2 Books and  Records.  In addition to the  delivery  and  transfer of the
Stock to the Buyer,  the Stockholder at Closing shall deliver,  and cause B&B to
deliver,  to the Buyer all of the stock books,  records and minute books of each
of them, all financial and accounting books and records of each of them, and all
referral, client, customer and sales records of each of them.

     2. CONSIDERATION.

     2.1 Purchase Price. The total purchase price ("Purchase Price") for the B&B
Stock  shall be 76,546  shares of the common  capital  stock ($.01 par value) of
Smart Choice Automotive Group, Inc. (the "SMCH Stock"),  which First Choice will
cause to be  issued to  Stockholder  by its  parent  corporation,  Smart  Choice
Automotive  Group,  Inc. Smart Choice  Automotive  Group, Inc. is executing this
Agreement for the sole purpose of expressing  its agreement to issue and deliver
said SMCH Stock to Stockholder.

     3. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.

     The  Stockholder  represents  and  warrants to First  Choice as follows and
agrees to indemnify,  defend and hold First Choice harmless from and against any
and all liabilities,  obligations,  assessments,  suits,  actions,  proceedings,
claims or demands asserted  against First Choice,  the Business or any rights to
be acquired or purchased by First Choice from the  Stockholder  pursuant to this
Agreement as a result of any inaccuracy of such warranties and representations:

     3.1 Title to the Stock.  The Stockholder is the valid and lawful record and
beneficial  owner of all of the Stock. All of the Stock has been duly authorized
and validly issued and is fully paid and  non-assessable,  and is free and clear
of all pledges  (except for the pledge arising under the December 9, 1996 Pledge
Agreement between Stockholder and Smart Choice of Stuart,  L.C.), liens, claims,
charges, options, calls,  encumbrances,  restrictions and assessments whatsoever
(except any  restrictions  which may be created by operation of state or federal
securities  laws).  Schedule 3.1 contains a list of all the shareholders of B&B,
the number of shares held by each and a certification that there are no options,
warrants or other rights to acquire any equity,  ownership,  or profit interests
in B&B. The Buyer is receiving from the Stockholder  good,  valid and marketable
title  to all of the  Stock,  free  and  clear of all  pledges,  liens,  claims,
charges, options, calls,  encumbrances,  restrictions and assessments whatsoever
(except any  restrictions  which may be created by operation of state or federal
securities laws).

     3.2 Valid and Binding Agreement;  No Breach. The Stockholder has full legal
right,  power and  authority  to  execute  and  deliver  this  Agreement  and to
consummate the transactions  contemplated hereby. This Agreement constitutes the
legal, valid and binding obligation of the Stockholder,  enforceable against the
Stockholder  in  accordance  with its  terms,  except  to the  extent  that such
enforceability  may be limited by  bankruptcy,  insolvency,  reorganization  and
other laws affecting creditors' rights generally,  and except that the remedy of
specific  performance  or  similar  equitable  relief is  available  only at the
discretion of the court before which enforcement is sought.

     3.3 Organization, Good Standing and Qualification B&B is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Florida,  with full corporate  power and authority to own its assets and conduct
its business as owned and conducted on the date hereof. True and complete copies
of the Articles of  Incorporation  and Bylaws of B&B  (including  all amendments
thereto),  a correct and complete  list of the officers and directors of B&B and
copies  of the  minutes  of  the  proceedings  of the  board  of  directors  and
shareholders of B&B, are annexed hereto as Schedule 3.3.

     3.4 Capital Structure; Equity Ownership.

     (a) The  authorized  capital stock of B&B is as set forth in their Articles
of  Incorporation  as included in Schedule  3.3, and the Stock  constitutes  and
represents fifty-one percent (51%) of the outstanding capital stock of B&B.

     (b) There are no  outstanding  subscriptions,  options,  rights,  warrants,
convertible  securities  or other  agreements or calls,  demands or  commitments
obligating  B&B to issue,  transfer or purchase any shares of its capital stock,
or obligating the  Stockholder to transfer any shares of the Stock. No shares of
capital  stock of B&B are  reserved  for  issuance  pursuant  to stock  options,
warrants, agreements or other rights to purchase capital stock.

     3.5 Subsidiaries and Investments. B&B does not own, directly or indirectly,
any stock or other equity  securities of any corporation or entity,  or have any
direct  or  indirect  equity  or  ownership   interest  in  any  person,   firm,
partnership,  corporation, venture or business other than the business conducted
by B&B.

     3.6 Financial Information.

     (a)  Annexed  hereto  as  Schedule  3.6(a)  are  the  financial  statements
(including balance sheet, income statement,  statement of stockholders'  equity,
statement of cash flows,  and notes thereto) for B&B as of December 31, 1995 and
December  31,  1996 and for each of the  years  then  ended,  and the  financial
statements  for B&B as of  September  30, 1996 and as of March 31, 1997 for nine
months,  three  months and the month then ended  (collectively,  the  "Financial
Statements"),  all of which  (to the  best of  Stockholder's  knowledge)  fairly
reflect, in all material (see Article 12) respects,  the financial condition and
results of operations of B&B in accordance  with generally  accepted  accounting
principles  consistently  applied,  as of the dates  thereof and for the periods
then  ended;  and,  without  limitation  of the  foregoing,  B&B has no material
liabilities,  fixed  or  contingent,  known or  unknown,  except  to the  extent
reflected in the most recent of such Financial Statements or thereafter incurred
in the normal course of their  businesses.  To the best knowledge of Stockholder
the Financial  Statements  (as of the dates thereof and for the periods  covered
thereby) are in accordance with the books and records of B&B, which are complete
and  accurate in all  material  respects.  Notwithstanding  the  foregoing,  the
parties  hereto  understand  and  agree  that B&B owes the sum of  approximately
$245,000 to Mr. Cook  pursuant to a  promissory  note and no  representation  or
warranty is being made by Stockholder as to how said  obligation is reflected on
B&B's Financial Statements.

     (b) Annexed  hereto as Schedule  3.6(b) is a listing of all material  debts
and  obligations  and  guaranties  to which B&B is a party  (except  for  debts,
obligations and guaranties  which have arisen in the ordinary course of business
of B&B or which are  otherwise  reflected in the Financial  Statements)  and all
obligations  of others  which are secured by  property  of B&B,  and the current
principal  amount of, accrued  interest on, and any amount  guaranteed under all
such debts,  obligations,  or guarantees.  Schedule  3.6(b)  contains a separate
listing  of  all  debt  obligations  of B&B to  the  Stockholder  (and/or  prior
stockholders)  and  members  of  the  Stockholder's  (and  prior   stockholders'
families) family.  Except as set forth on Schedule 3.6(b), to the best knowledge
of  Stockholder  B&B is not in default  under any material debt  obligations  or
guaranties.

     3.7 No  Material  Changes.  Except as  disclosed  in  Schedule  3.7 annexed
hereto, since the date of the most recent of the Financial  Statements,  (a) the
business of B&B has been operated  solely in the normal  course,  (b) there have
been no changes  (other than those  arising in the ordinary  course of business)
which in the  aggregate  would have a material  adverse  effect on the financial
condition,  operations or business of B&B from that  reflected in such Financial
Statements, (c) B&B has not incurred any material obligation or liability except
in the  normal  course  of  business,  and (d)  there has not been any (i) sale,
assignment  or  transfer  by B&B of any  assets or other  part of its  business,
excluding  the sale or  disposition  of  inventory  in the  ordinary  course  of
business,  (ii)  acquisitions  or commitments  to acquire  (whether by purchase,
lease or otherwise)  any capital  assets by B&B wherein the  aggregate  payments
will exceed $10,000 (other than those set forth in Schedule 3.7), (iii) increase
or commitment to increase the  compensation or benefits of any employees of B&B,
(iv)  implementation  or  institution  of any  bonus,  benefit,  profit-sharing,
pension,  retirement  or other  plan or  similar  arrangement  which  was not in
existence on September 30, 1996, or (v) new employment agreement (except for the
April 9, 1997 Employment Agreement between B&B and Stockholder,  which agreement
is  referenced  in Section  7.5),  or  modification  of any existing  employment
agreement, by B&B.

     3.8 Tax Matters.

     (a) To the best  knowledge  of  Stockholder,  B&B has,  to the date  hereof
timely  filed all tax reports and tax returns  required to be filed by B&B,  and
B&B has paid all taxes,  assessments and other  impositions as and to the extent
required by applicable  law. To the best knowledge of  Stockholder  all federal,
state and local income, franchise,  sales, use, property, excise and other taxes
(including interest and penalties and including estimated tax installments where
required  to be filed and paid) due from or with  respect  to B&B as of the date
hereof  have been fully  paid,  and all taxes and other  assessments  and levies
which B&B is required by law to withhold or to collect  have been duly  withheld
and collected and have been paid over to the proper governmental  authorities to
the extent due and payable.  To the best knowledge of  Stockholder  there are no
outstanding or pending claims,  deficiencies or assessments for taxes,  interest
or penalties with respect to any taxable period of B&B.

     (b) To the best knowledge of  Stockholder  there are no audits pending with
respect to any federal, state or local tax reports or tax returns of B&B, and no
waiver of statutes of  limitations  have been given or requested with respect to
any tax years or tax filings of B&B.

     (c) B&B has to the date hereof been an electing small business  corporation
under  Subchapter  S of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"),  and the corresponding tax provisions of Florida law, and has filed all
tax reports required to be filed by B&B on or prior to the date hereof.  B&B has
previously  distributed to the  Stockholder all amounts which have been, are, or
will be  distributable  to such persons in respect of all completed tax years of
B&B and the 1997 tax year to date.  The  amounts  distributed  in respect of the
1996 tax year were not (on a proportionate  basis) in excess of the distribution
for prior  years,  and there have been no 1997  distributions.  Schedule  3.8(c)
contains  all federal and state tax returns  filed for the years 1994,  1995 and
1996.

     3.9  Title  to  Assets.  B&B has good  and  marketable  title to all of its
assets, subject to no mortgage,  conditional sales agreement,  charges, liens or
encumbrances other than those set forth in Schedule 3.9.

     3.10  Claims.  Except as set forth on  Schedule  3.10,  there are no legal,
quasi-judicial  or administrative  actions,  suits or proceedings of any kind or
nature now pending or threatened before any court or administrative  body in any
manner  involving  B&B,  Business or the  Stockholder  or any of their assets or
shares of capital stock, or which may adversely affect the power or authority of
B&B or the Stockholder to carry out the  transactions to be performed by B&B and
the Stockholder hereunder.

     3.11 Contracts.

     (a) Except as listed on Schedule 3.11(a), B&B is not a party to any written
or oral  (i)  contract  not  made  in the  ordinary  course  of  business,  (ii)
employment  contract which is not terminable  without cost or other liability to
B&B, or any successor,  upon notice of thirty (30) days or less,  (iii) contract
with any labor union, (iv) bonus,  pension,  profit-sharing,  retirement,  share
purchase, hospitalization insurance or similar plan providing employee benefits,
(v) lease or sublease with respect to any property, real or personal, whether as
lessor or lessee,  (vi)  advertising  contract or contract for public  relations
services,  (vii) continuing  contract for a period of more than thirty (30) days
or  which  is not  terminable  without  cost or  other  liability  to B&B or its
successors.

     (b) Attached hereto as Schedule 3.11(b) is a list of all material contracts
to which B&B is a party.  To the best knowledge of  Stockholder,  B&B has in all
respects  performed all material  obligations  required to be performed by it to
date,  and  (except as set forth in  Schedule  3.11(b)) is not in default in any
respect under any such material agreements or obligations.

     3.12 Legal Compliance.

     (a) To the actual  knowledge of the  Stockholder,  B&B is, and for the past
three (3) years has been, in compliance in all material  respects with all laws,
statutes,  regulations,  rules and  ordinances  applicable to the conduct of its
business  (including,  without  limitation,  all applicable  environmental laws,
statutes,  regulations,  rules and ordinances), and has in full force and effect
all licenses,  permits and other authorizations  required for the conduct of its
business as  presently  constituted;  and B&B is not in default or  violation in
respect of or under any of the  foregoing.  The  Stockholder is not aware of any
past or present  condition or  circumstance  in the business of B&B  (including,
without limitation, with respect to any real property now or previously occupied
by B&B) which  could  give rise to any  material  liability  under any such law,
statute, regulation, rule or ordinance.

     (b) Neither B&B nor the  Stockholder  has  received  any written  notice of
default or violation, nor, to the best of the Stockholder's knowledge, is B&B or
any of its  directors,  officers  or  employees  in default or  violation,  with
respect to any judgment,  order, writ, injunction,  decree, demand or assessment
issued  by  any  court  or  any  federal,   state,  local,  municipal  or  other
governmental agency, board, commission,  bureau,  instrumentality or department,
domestic or foreign, relating to any aspect of the business, affairs, properties
or assets of B&B.  Neither B&B nor the Stockholder  has received  written notice
of, been charged with, or is, to the best of the Stockholder's knowledge,  under
investigation  with respect to, any  violation of any  provision of any federal,
state,  local,  municipal  or other law or  administrative  rule or  regulation,
domestic or foreign, relating to any aspect of the business, affairs, properties
or assets of B&B, which violation  would have a material  adverse effect on B&B,
its business or any material portion of its assets.

     3.13 The SMCH Stock.  The  Stockholder  hereby  confirms that the shares of
SMCH Stock constitute "restricted securities" under applicable federal and state
securities  laws, and that the SMCH Stock may not be resold in the absence of an
effective  registration  thereof under federal and state  securities  laws or an
available exemption from such registration requirements. The Stockholder further
confirms that he has received no assurance  whatsoever as to whether or when any
of the SMCH Stock will be  registered  under  federal or state  securities  laws
(except as provided herein).

     4 4. REPRESENTATIONS AND WARRANTIES OF THE BUYER.

     In connection with the Buyer's  acquisition of the Stock,  the Buyer hereby
represents and warrants to the Stockholder as follows:

     4.1  Organization,  Good  Standing  and  Qualification.   The  Buyer  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida,  with all necessary  power and authority to execute and
deliver this Agreement and to consummate the transactions  contemplated  hereby.
The Buyer is qualified to do business in each foreign  jurisdiction in which its
business requires it to be qualified.

     4.2 Title to the Stock.  Smart Choice  Automotive  Group, Inc. ("SMCH") has
the legal capacity and power to issue the SMCH Stock.  All of the SMCH Stock has
been duly  authorized  and when issued will be validly issued and fully paid and
non-assessable.  Further,  when issued such SMCH Stock will be free and clear of
all pledges, liens, claims, charges, options, calls, encumbrances,  restrictions
and  assessments  whatsoever  (except any  restrictions  which may be created by
operation of state or federal  securities  laws).  Stockholder is receiving from
SMCH good, valid and marketable  title to all of the SMCH Stock,  free and clear
of  all  pledges,   liens,  claims,  charges,   options,  calls,   encumbrances,
restrictions and assessments  whatsoever  (except any restrictions  which may be
created by operation of state or federal securities laws).

     4.3  Investment.   Buyer  hereby   confirms  that  the  Stock   constitutes
"restricted  securities" under applicable  federal and state securities laws and
that the Stock may not be resold in the  absence  of an  effective  registration
thereof under federal and state  securities laws or an available  exemption from
such registration requirements.  The Buyer further confirms that he has received
no  assurance  whatsoever  as to  whether  or  when  any of the  Stock  will  be
registered under federal or state securities laws (except as provided herein).

     5. ADDITIONAL AGREEMENTS.

     5.1  Resignations.  In addition to the other deliveries being made pursuant
to this Agreement at the Closing,  the Stockholder will cause to be executed and
delivered to B&B, the resignations of all officers and directors of each of them
(except to the extent that such resignations are not being required by the Buyer
or are  inconsistent  with the  Employment  Agreement  referenced in Section 7.5
hereinbelow).

     5.2 Audit of Financial Statements. The Stockholder shall, from time to time
as and when  requested  by the Buyer from and after the date  hereof,  cooperate
with and  assist  the  Buyer in all  reasonable  respects  in  dealing  with the
accountants  heretofore  retained by either B&B, in order that the Buyer and its
accountants  may obtain copies of all work papers  utilized or prepared by B&B's
accountants  in connection  with their review of the Financial  Statements,  and
consult with their  accountants as and to the extent necessary or appropriate in
connection with the preparation of audited financial statements of them.

     5.3 Covenants of the Stockholder.  The Stockholder represents and covenants
to First Choice that pending completion of the closing  contemplated  hereby and
as of the Closing Date:

     (a) Each  representation and warrant set forth in Article 3 hereof shall be
true and correct in all material respects;

     (b) B&B will  maintain  itself at all times up to and including the Closing
Date as a duly licensed corporation in good standing under the laws of the State
of Florida;

     (c) B&B and the Stockholder will not mortgage,  pledge or subject to a lien
or other  encumbrance  any of the assets of the  Business,  except for the floor
planning of new vehicles; and

     (d) B&B will keep all of its insurable  assets  insured in accordance  with
its present practice,  and it will maintain,  preserve and keep all improvements
on property  constituting  a part of its assets in a good condition and state of
repair,  reasonable  wear and  tear or  damage  or loss by fire,  storm or other
casualty loss excepted.

     5.4 Securities  Compliance.  Smart Choice  Automotive  Group, Inc. ("SMCH")
shall from the date hereof  through  December  31, 1998 use its best  efforts to
make on a current basis all filings  required under the Securities  Exchange Act
of 1934, as amended,  so as to afford to  Stockholder  the  opportunity  to take
advantage of Rule 144  promulgated  under the Securities Act of 1933, as amended
(after taking into account the Rule's relevant holding period).

     6. B&B and the Stockholder's Resignation.

     6.1 Manufacturer  Arrangements.  Stockholder  shall use his best efforts to
assist B&B in reactivating its dealership  privileges with Subaru and Suzuki and
after the Closing Stockholder will not seek to obtain such dealership rights for
his own account,  but shall instead use his best efforts to cause such rights to
be granted to B&B.

     6.2 The Business' Records.  B&B shall make available to First Choice at the
Closing  all of its sales and  service  records  for the past five years (to the
extent  the same are in  existence  and are either in the  possession  of B&B or
reasonably obtainable by the Stockholder), including registration lists (new and
used cars and trucks),  owner follow-up lists, service files, used "hard" copies
of shop repair orders and lists of new car and truck orders on hand.

     6.3  Representations  and  Warranties.  The  Stockholder  shall execute and
deliver to First Choice a certificate confirming the true and correctness of all
representations  and  warranties set forth in Article 4 hereof as of the Closing
Date.

     7.  Conditions  Precedent to Closing.  Closing  shall be  conditioned  upon
accomplishment of the following conditions precedent:

     7.1  Environmental  Audit.  Prior  to  Closing,  Buyer  shall  complete  an
environmental  audit  on the  property  outside  the  building  of the  Business
premises.  The cost of such audit shall be paid for by Buyer.  If any  hazardous
waste  condition  is  discovered,  appropriate  governmental  agencies  shall be
notified as may be required by applicable law, and Buyer may retain,  at its own
cost, a qualified  consulting firm to assess the extent of  contamination of the
property and to prepare a plan of remedial action to clean up the  contamination
to levels acceptable to all applicable federal,  state and local regulations and
standards.  The consulting  firm shall deliver to B&B and Buyer a  contamination
assessment  report and remedial  action plan which shall  include the  estimated
cost  for  clean  up of any of the  contamination  found  on or  under  the real
property owned or leased by B&B (the "Property") (the "Clean-Up Report").

     If  the  audit  or any  follow-up  report  indicates  any  hazardous  waste
conditions  as to the  Property  which  is  unacceptable  to  Buyer,  Buyer  may
terminate this Agreement by giving written notice to Stockholder, whereupon this
Agreement  shall  immediately be terminated  and all  obligations of the parties
hereunder  shall cease,  except for the  obligation of Buyer to pay the costs of
the audits as set forth herein.

     7.2 Consent to Assignment of Lease.  All real estate leases to which B&B is
a party shall be approved by Buyer and the lease affixed  hereto as Schedule 7.2
(said  lease  reflecting  a ten year lease from the date of Closing and two five
year renewal options,  at a rental equal to the current fair market rental,  all
as  required  by the  Implementation  Agreement  set forth in Article 17 of this
Agreement)  shall be in full  force  and  effect  and to the  extent  that  said
attached  lease  requires  the  consent  of the  lessor  for the  sale of  stock
anticipated hereby, such consent shall have been provided.

     7.3 Manufacturer's  Approval. First Choice shall have received the approval
of Nissan as to the purchase of B&B. B&B and Nissan shall have  effective and in
place at the time of  Closing  customary  dealer  agreements  with terms no less
favorable  than  those  generally  offered to other  dealers  of  Nissan,  which
appoints  B&B (as then owned by First  Choice) as an  authorized  dealer for the
sale and service of Nissan's  automobiles  from B&B's present location in Martin
County, Florida. Stockholder will use his best efforts to assist First Choice in
obtaining   such   appointment   as   authorized   dealer,    including   giving
recommendations,  executing assignments and releases of its agreements,  and all
other actions, other than payment of money reasonably acquired.

     7.4 State and Local Approval. First Choice (or its permitted assigns) shall
have  all  necessary  motor  vehicle   licenses,   permits  and  approvals  (the
"Licenses")  to  operate  the  Business  in Martin  County  from all  applicable
governmental agencies.

     7.5 Employment  Agreement.  The Employment  Agreement set forth in Schedule
7.5 shall be is in full force and effect at Closing.

     7.6 49% Shareholders.  The December 16, 1996 letter agreement between Smart
Choice   Holdings,   Inc.  and  Messrs.   Cianfrogna   and  Ostowski  (the  "49%
Shareholders") attached hereto and made a part hereof as Schedule 7.6 shall have
been  consummated and all conditions  therein  satisfied to the  satisfaction of
First  Choice,  with the result that First Choice shall have acquired 49% of the
Stock of B&B from the 49% Shareholders.

     7.7 Material Error or Omission.  First Choice shall not have discovered any
material  error,  misstatement  or  omission  in any of the  representations  or
warranties made by B&B and the Stockholders herein; and

     7.8 Act of God.  There  shall  not have been any  fire,  accident  or other
casualty or any labor  disturbance,  civil  commotion,  riot,  act of God or the
public enemy,  or any material  change in the business or property of B&B or the
Business,  or applicable  laws,  regulations  and  ordinances  pertaining to the
business or property of B&B or the Business, which would have a material adverse
effect on the  conduct of any  automobile  business  at the  premises  where the
business of B&B is now being  conducted,  or which would  interfere with the use
and  occupancy by First Choice of such  premises in the conduct of an automobile
dealership business.

     7.9 No Breaches. Neither Stockholder nor B&B shall be in breach of Articles
4 or 6 of this Agreement.

     7.10  Schedule  Updates.  The  Schedules  appended  hereto  shall have been
completed to the satisfaction of Stockholder and First Choice and such completed
Schedules  executed by the parties  hereto within one week from the execution of
this Agreement.

     7.11 At Closing B&B shall have released  Stockholder  from those  financial
obligations of Stockholder set forth in Schedule 7.11 and Stockholder shall have
released B&B from all financial  obligations  owed by B&B to Stockholder  except
for those  obligations  arising  under the  Employment  Agreement  referenced in
Section 7.5. The releases  described herein shall be in form customary for stock
sale  transactions.  In addition at Closing B&B, Smart Choice  Automotive Group,
Inc.  and the Buyer shall have entered into an  indemnification  agreement  with
Stockholder  indemnifying  Stockholder  from all  liabilities,  costs or damages
arising under the agreements and instruments listed on Schedule 7.11.

     7.12 The loan  documentation  set forth in  Schedule  7.12  shall have been
fully executed by the parties thereto.

     8. Closing. The transaction provided for by this Agreement shall close (the
"Closing")  at the  offices of Buyer in  Titusville,  Florida,  or at such other
place that the parties may agree to in writing,  on or before the later to occur
of the following:

     (A) Five (5)  business  days after the receipt in writing of all  necessary
Nissan's approval as contemplated herein; or

     (B)  Five  (5)  business   days  after  the   satisfaction   of  the  other
preconditions to closing set forth in Section 7 hereof.

     The parties  shall in good faith  endeavor to cause the Closing to occur on
or about  May ___,  1997.  The date of  Closing  is  referred  to  herein as the
"Closing"  or the  "Closing  Date".  If the Closing Date shall be on a Saturday,
Sunday or local or national  holiday,  the Closing shall be extended to the next
business day. The parties agree that to the greatest extent possible they desire
that the Closing occur on a Monday after an inventory which is conducted  during
the  immediately  preceding  weekend.  The parties  understand and agree that if
Nissan does not provide its written  approval as required under Article 7 hereof
within sixty (60) days after the date of the execution of this  Agreement,  then
this  Agreement  shall  automatically  terminate  and the parties  shall have no
further obligation to close the transactions contemplated under this Agreement.

     9. Notice. Any notice, communication, request, reply or advice hereunder (a
"Notice")  must be in writing and may be given by registered or certified  mail,
with return receipt requested,  or by hand delivery to an officer of such party,
or facsimile. Notice deposited in the mail as set forth above shall be effective
three  business days after it is so deposited.  Notice given in any other manner
shall be effective when received by the party to whom it is given.  For purposes
of notice, the addresses of the parties shall be as follows:

     (a) if to First Choice:

                           Smart Choice Automotive Group, Inc.
                           5200 South Washington Avenue
                           Titusville, Florida 32780
                           Attn:  President

     with a copy to:

                           James Neal Hutchinson, Jr., Esq.
                           Smart Choice Automotive Group, Inc.
                           5200 South Washington Avenue
                           Titusville, Florida 32780


     (b) if to the Stockholder to:

                           Mr. Thomas DeRita, Jr.
                           Stuart Nissan
                           4313 South Federal Highway
                           Stuart, Florida 34997

     with a copy to:

                           Scott L. McMullen, Esq.
                           Jones, Foster et al
                           Post Office Box 3475
                           West Palm Beach, Florida 33402-3475

     10. Execution of Further  Documents.  From and after the Closing,  upon the
reasonable request of First Choice,  the Stockholder shall execute,  acknowledge
and deliver  all such  further  deeds,  bills of sale,  assignments,  transfers,
conveyances, powers of attorney and assurances as may be required or appropriate
to convey and transfer to and vest in First Choice and protect its right,  title
and interest in the Business and to carry out the  transactions  contemplated by
this Agreement.

     11. Survival of Representations and Warranties. Each of the representations
and  warranties  made by B&B and the  Stockholder  in this Agreement or pursuant
hereto  shall  survive for a period of three (3) years  after the Closing  Date.
Notwithstanding  any knowledge of facts  determined or determinable by any party
by  investigation,  each  party  shall  have  the  right  to  fully  rely on the
representations,  warranties,  covenants  and  agreements  of the other  parties
contained  in this  Agreement or in any other  documents or papers  delivered in
connection herewith.  Each representation,  warranty,  covenant and agreement of
the  parties   contained  in  this   Agreement  is  independent  of  each  other
representation,  warranty,  covenant and agreement.  Each of the representations
and warranties of First Choice shall expire on the Closing Date.

     12. Definition of Material.  Whenever in this Agreement the word "material"
is used in a context which  requires a  calculation  of a monetary  amount,  the
amount  shall be  considered  "material"  if it involves an amount  greater than
$2,000 or a matter that has economic significance greater that $2,000.

     13. Section and Other Headings. Section or other headings contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

     14.  Schedules.  Each Schedule attached hereto shall be deemed to be a part
of this  Agreement  to the same  extent as if set forth  verbatim in the body of
this Agreement.

     15.  Enforcement.  The  laws of the  State  of  Florida  shall  govern  the
interpretation,  validity, performance and enforcement of this Agreement. If any
provision of this Agreement should be held to be invalid or  unenforceable,  the
validity and enforceability of the remaining  provisions of this Agreement shall
not be affected thereby.

     16. Parties.  This Agreement shall be binding upon and enforceable against,
and shall  inure to the  benefit  of, the  parties  hereto and their  respective
successors or assigns.

     17.  December 16, 1996  Agreement.  This Agreement has been entered into by
First Choice and the  Stockholder  hereto in  recognition of the fact that Smart
Choice of Stuart,  L.C., an affiliate of First Choice has the option  ("Option")
to purchase  the Business for a purchase  price of $1.00 and the  assumption  of
certain  liabilities  all  as  more  particularly  set  forth  in  that  certain
Implementation  Agreement between B&B and Mr. DeRita dated December 16, 1996. It
is  agreed  by  the  parties  hereto  that  the   consummation  of  the  closing
contemplated by this Agreement shall constitute the consummation and exercise of
the Option.  It is further  agreed by DeRita that upon the  issuance of the SMCH
stock referenced herein, First Choice's affiliate Smart Choice Automotive Group,
Inc.  (formerly  known as Smart Choice  Holdings,  Inc.),  shall have no further
obligation to issue to DeRita shares of preferred stock  ("Preferred")  of Smart
Choice Holdings,  Inc. as was originally  contemplated by reason of Section 3 of
the aforementioned December 16, 1996 Agreement. Notwithstanding the foregoing in
the event that the closing  contemplated  by this  Agreement is not  consummated
DeRita  agrees that all terms and  provisions  of the  Implementation  Agreement
shall survive in form and substance as if this  Agreement had not been executed;
provided,  however,  that DeRita  hereby and herewith  agrees to accept the SMCH
Stock  referenced  herein in lieu of the  Preferred.  B&B and the other  parties
hereto agree that upon the closing as  contemplated  by this Agreement the other
transactions  contemplated  by  Section 4 of the  aforesaid  December  16,  1996
Agreement  shall have been  satisfied and  completed;  it being  understood  and
agreed  that  such   transactions  are  conditions   precedent  to  the  closing
contemplated herein.

     IN WITNESS  WHEREOF the parties have executed this Agreement as of the date
set forth above.


                          FIRST CHOICE STUART I, INC.,
                          a Florida corporation

                          By: /s/ Gary R. Smith
                          ---------------------
                          Name:  Gary R. Smith
                          Its:  President

                          /s/ Thomas DeRita, Jr.
                          ----------------------
                          THOMAS DeRITA, JR.

     The undersigned Smart Choice of Stuart, L.C. hereby joins in this Agreement
for the sole  purpose  of  acknowledging  its  agreement  expressed  in the last
sentence of Section 1.1 hereof.

                          SMART CHOICE OF STUART, L.C.

                          By: /s/ Gary R. Smith
                          ---------------------
                          Its:  President

                          First Choice Auto Finance, Inc.

                          By:  /s/ Gary R. Smith
                          ----------------------
                          Its: President


     The undersigned  Smart Choice  Automotive  Group, Inc. hereby joins in this
Agreement for the sole purpose of acknowledging  its agreement  expressed in the
last sentence of Section 2.1 and in Section 5.4 hereof.

                          SMART CHOICE AUTOMOTIVE GROUP, INC.

                          By: /s/ Gary R. Smith
                          ---------------------
                          Its:  President