WARRANT AGREEMENT

     This Warrant  Agreement  (the  "Agreement")  dated this _____ day of April,
1999, by and between Smart Choice Automotive Group, Inc., a Florida  corporation
(the  "Company"),  and  Stephens  Inc.,  an  Arkansas  corporation  ("Stephens")
(Stephens  and any  subsequent  assignee or  transferee  hereof are  hereinafter
referred to as "Holder" or "Holders").

                                   WITNESSETH:

     For and in consideration of $10.00 in hand paid and other good and valuable
consideration, the receipt of sufficiency of which is hereby acknowledged by the
Company, the parties hereto agree as follows:

     Section 1. Grant of Warrant;  Term. The Company hereby grants to Holder the
right to  purchase  up to shares of Common  Stock of the  Company  (the  "Common
Stock") on the terms set forth herein.  The shares of Common Stock issuable upon
exercise of this  Warrant are  hereinafter  referred  to as the  "Shares."  This
Warrant  shall be  exercisable  immediately  upon its  issuance  and at any time
thereafter  until  11:59  p.m.  on  the  day  immediately  preceding  the  fifth
anniversary of the date of this Agreement.

The period  during  which any Shares  subject to this  Warrant may be  exercised
shall be referred to as the "Exercise Period."

     Section 2. Exercise  Price.  The exercise price (the "Exercise  Price") per
share for which all or any of the Shares may be purchased  pursuant to the terms
of this Warrant shall be $ per share.

     Section  3.  Exercise.  The  rights  represented  by  this  Warrant  may be
exercised at any time within the Exercise Period above specified, in whole or in
part,  by (i) the  surrender of this Warrant  (with the purchase form at the end
hereof properly  executed) at the principal  executive office of the Company (or
such  other  office or agency of the  Company as it may  designate  by notice in
writing to the Holder);  and (ii)  payment to the Company of the Exercise  Price
then in  effect  for the  number of shares  of  Common  Stock  specified  in the
above-mentioned purchase form, together with applicable stock transfer taxes, if
any. This Warrant shall be deemed to have been exercised, in whole or in part to
the extent specified immediately prior to the close of business on the date this
Warrant is  surrendered  and payment is made in  accordance  with the  foregoing
provisions  hereof,  and the  person  or  persons  in whose  name or  names  the
certificates  for shares of Common  Stock shall be issuable  upon such  exercise
shall  become the holder or holders of record of such shares of Common  Stock at
that time and date.  The  certificate or  certificates  for the shares of Common
Stock so  purchased  shall be  delivered  to such  person  or  persons  within a
reasonable  time, not exceeding  thirty (30) days, after this Warrant shall have
been exercised.

     Section 4.  Covenants  and  Conditions.  This  Agreement  is subject to the
following:

          (a) Holder  acknowledges that neither this Warrant nor the Shares have
     been registered  under the Securities Act of 1933, as amended  ("Securities
     Act"), or any state  securities laws ("Blue Sky Laws").  Holder agrees that
     this Warrant has been acquired for investment  purposes and not with a view
     to distribute or resell and that neither this Warrant nor the Shares may be
     sold  or  otherwise  transferred  without  (i)  an  effective  registration
     statement  for such  Warrant or Shares  under the  Securities  Act and such
     applicable Blue Sky Laws, or (ii) an opinion of counsel,  which opinion and
     counsel  shall be reasonably  satisfactory  to the Company and its counsel,
     that  registration  is not required  under the  Securities Act or under any
     applicable  Blue Sky Laws.  At the  request of Holder,  and  subject to the
     provisions  of Section 8 of this  Warrant,  the Company  shall  include the
     Shares (or any portion  thereof  requested  by Holder) in any  registration
     statement  filed by the Company for sale of its Common Stock to the public,
     provided  that such  registration  statement  is filed  before the  seventh
     anniversary of the date of this Agreement.

          (b) The Holder and the Company  agree to execute such other  documents
     and instruments as counsel for the Company or the Holder  reasonably  deems
     necessary to effect the  compliance of the issuance of this Warrant and the
     issuance or transfer of any Shares of Common Stock (or other  securities or
     property)  upon or  following  exercise  of this  Warrant  in all  material
     respects with applicable federal and state securities laws.

          (c) Holder represents and warrants that it is an "accredited investor"
     as such term is defined in Section 501(a) of Regulation D promulgated under
     the Securities Act.

          (d) The  Company  covenants,  agrees and  warrants  to Holder that all
     Shares  which may be  transferred  or  issued  to  Holder or upon  Holder's
     request upon  exercise of this Warrant have been and will be, upon issuance
     thereof  following  valid  exercise  of this  Warrant,  legally and validly
     issued and outstanding, fully paid and nonassessable,  free from all taxes,
     liens,  charges  and  preemptive  rights  with  respect  thereto  or to the
     transfer or reissuance thereof,  excluding only any restrictions imposed by
     federal and state securities laws applicable to any subsequent  transfer of
     the Shares.

     Section 5. Transfer of Warrant.  Subject to provisions of Section 4 hereof,
the Warrant may be  transferred,  in whole or in part, to any person or business
entity, by delivery to the Company of evidence of such transfer.

     Section 6.  Adjustments Upon Changes in Stock. The Exercise Price and other
terms of this Warrant shall be adjusted from time to time as follows:

          (a) In case the Company  shall  hereafter (i) pay a dividend or make a
     distribution  generally on its Common Stock in shares of Common Stock, (ii)
     subdivide its  outstanding  shares of Common Stock into a greater number of
     shares, (iii) combine its outstanding shares of Common Stock into a smaller
     number of shares, or (iv) issue by reclassification of its Common Stock any
     shares of capital stock of the Company,  or (v) issue rights or warrants or
     other  securities  generally  to the holders of its  outstanding  Shares of
     Common  Stock;  then and in any such  events,  the  Exercise  Price and the
     securities to be issued upon exercise of this Warrant in effect immediately
     prior to such action  shall be adjusted so that the holder of this  Warrant
     shall  thereafter  be  entitled  to receive  the number of shares of Common
     Stock  or other  securities  of the  Company  which  it  would  have  owned
     immediately   following   such  action  had  this  Warrant  been  exercised
     immediately  prior to the record date for such  transaction.  An adjustment
     made pursuant to this  subparagraph (a) shall become effective  immediately
     after the record date in the case of a dividend or  distribution  and shall
     become  effective  immediately  after the  effective  date in the case of a
     subdivision,  combination  or  reclassification.  If,  as a  result  of  an
     adjustment made pursuant to this  subparagraph  (a), the Holder  thereafter
     exercising  this Warrant shall become  entitled to receive shares of two or
     more classes of capital  stock or shares of Common Stock and other  capital
     stock  of  the  Company,  the  Board  of  Directors  of the  Company  shall
     determine, on the basis of the opinion of an independent financial advisor,
     the equitable  allocation of the adjusted  Exercise  Price between or among
     shares of such classes of capital stock or shares of Common Stock and other
     capital stock.

          (b)  Whenever  the  Exercise  Price or other terms of this Warrant are
     adjusted  as herein  provided,  the  Company  shall give at least ten days'
     prior written notice to the Holder  summarizing the action,  transaction or
     event that will  result in such  Exercise  Price  adjustment,  stating  (if
     applicable)  the record date thereof,  the planned  effective  date of such
     action,  transaction or event and the planned  closing date (if applicable)
     of such  action,  transaction  or event;  and upon the  occurrence  of such
     action,  transaction or event,  the Company shall  promptly  deliver to the
     Holder a notice  stating  that the  Exercise  Price or other  terms of this
     Warrant have been  adjusted and setting forth the adjusted  Exercise  Price
     and the terms of any other applicable adjustments.

          (c) In the event  that at any time as a result of an  adjustment  made
     pursuant  to  subparagraph  (a) of this  Section 6, the  Holder  thereafter
     surrendering this Warrant for exercise shall become entitled to receive any
     securities of the Company other than the Shares of Common Stock, thereafter
     the Exercise Price of such other shares so receivable upon exercise of this
     Warrant or any portion  hereof shall be subject to adjustment  from time to
     time in a manner and on terms as nearly  equivalent as  practicable  to the
     provisions  with respect to Common stock  contained  in  subparagraphs  (a)
     hereof.

          (d)  Notwithstanding  any other provision  herein to the contrary,  in
     case of any  consolidation  or merger to which the  Company is party  other
     than a merger or  consolidation  in which  the  Company  is the  continuing
     corporation, or in case of any sale or conveyance to another corporation of
     the property of the Company as an entirety or substantially as an entirety,
     or in the  case  of any  statutory  exchange  of  securities  with  another
     corporation (including any exchange effected in connection with a merger of
     a third corporation into the Company), then the Holder shall have the right
     thereafter to exercise this Warrant for the kind and amount of  securities,
     cash or other  property  which  he would  have  owned or been  entitled  to
     receive immediately after such consolidation,  merger,  statutory exchange,
     sale or conveyance had this Warrant been exercised immediately prior to the
     record date for such consolidation,  merger,  statutory,  exchange, sale or
     conveyance,  and in any such case,  if  necessary,  appropriate  adjustment
     shall be made in the application of the exercise and adjustment  provisions
     set forth herein with respect to the rights and interests thereafter of the
     Holders of the Warrant, to the end that the provisions regarding conversion
     and adjustment set forth herein shall  thereafter  correspondingly  be made
     applicable,  as nearly as may  reasonably  be, in relation to any shares of
     stock  or  other  securities  or  property  thereafter  deliverable  on the
     exercise of this Warrant.  The above  provisions of this Section 6(d) shall
     similarly apply to successive consolidations, mergers, statutory exchanges,
     sales or conveyances.

     Section 7. Other Adjustments.

          (a) If the Holder  believes that all or any portion of this Warrant or
     of any  securities or other  property to be issued or transferred to Holder
     upon exercise of this Warrant would  constitute  underwriting  compensation
     pursuant to NASD Rule 2710 (or any successor or  substitute  for said rule)
     (the "Corporate  Financing  Rule"),  then Holder,  at Holder's sole option,
     may, by giving written notice thereof to the Company, increase the Exercise
     Price  for  exercise  of  this  Warrant  to  an  increased  Exercise  Price
     determined by Holder or decrease the number of Shares (or other  securities
     or the amount of other property)  subject to this Warrant to such decreased
     number  of  Shares  (or  other  securities  or  amount  of other  property)
     determined by Holder, or both.

          (b) If Holder serves as an underwriter for any public offering for the
     Company  for  which the NASD  determines  that  this  Warrant  is wholly or
     partially  included as underwriting  compensation  for Holder in connection
     with  such  underwriting,  then  this  Warrant  and  any  Shares  or  other
     securities  subject  to  this  Warrant  shall  not  be  sold,  transferred,
     assigned,  pledged or  hypothecated,  except as permitted by the  Corporate
     Financing  Rule,  for a period of one (1) year following the effective date
     of the offering,  and any certificates  hereafter issued  representing this
     Warrant or any Shares or other  securities  subject to this  Warrant  shall
     bear an appropriate legend describing this restriction and stating the time
     period for which this restriction is applicable.

     Section 8. Registration.

               (a) (i) The  Company  agrees  that if at any time  after the date
          hereof the Company shall propose to file a registration statement with
          respect to any of its Common Stock on a form  suitable for a secondary
          offering  (excluding a Form S-8, S-4 or similar  registration form) it
          will give  notice in  writing to such  effect to the  Holders at least
          thirty (30) days prior to such filing,  and, at the written request of
          any such  registered  holder,  made  within  ten (10)  days  after the
          receipt of such notice, will include therein at the Company's cost and
          expense  (including  the fees and expenses of counsel to such Holders,
          but  excluding  underwriting  discounts,  commissions  and filing fees
          attributable  to the Shares  included  therein)  such of the Shares as
          such Holders shall request;  provided,  however,  that if the offering
          being   registered  by  the  Company  is   underwritten   and  if  the
          representative  of the  underwriters  certifies  in  writing  that the
          inclusion  therein of the Shares would materially and adversely affect
          the sale or  marketability of the securities to be sold by the Company
          thereunder,  then the  Company  shall be  required  to  include in the
          offering  only  that  number  of  securities  owned  by  shareholders,
          including the Shares issuable upon exercise of this Warrant, which the
          underwriters  determine in their sole  discretion  will not  adversely
          affect the success of the offering (such  securities so included to be
          apportioned pro rata among all selling  shareholders  according to the
          total amount of such securities  entitled to be included  therein) but
          for this provision and any other similar  cutback  provisions to which
          other selling shareholders are subject.

               (ii) The Company shall have the right to withdraw and discontinue
          registration of the Holder's Shares at any time prior to the effective
          date of such registration  statement if the registration of the Shares
          is withdrawn or discontinued.

               (iii) The  Company  shall not be  required  to  include  any of a
          Holder's  Shares in any  registration  statement  unless  such  Holder
          agrees,  if so requested  by the  Company,  to: (a) offer and sell the
          Holder's  Shares to or through an underwriter  selected by the Company
          and,  to the  extent  possible,  on  substantially  the same terms and
          conditions  under  which the Shares are to be  offered  and sold;  (b)
          comply with any arrangement,  terms and conditions with respect to the
          offer and sale of the  Holder's  Shares to which  the  Company  may be
          required  to agree;  and (c)  enter  into any  underwriting  agreement
          containing customary terms and conditions.

          (b)  Whenever  required  under this  Agreement  to use its  reasonable
     efforts to effect the registration of any of the Shares, the Company shall,
     as expeditiously as reasonably possible:

               (i) Prepare and file with the Securities and Exchange  Commission
          (the  "Commission") a registration  statement covering such Shares and
          use its  best  efforts  to cause  such  registration  statement  to be
          declared  effective by the Commission as expeditiously as possible and
          to keep such registration  effective until the earlier of (A) the date
          when all Shares covered by the  registration  statement have been sold
          or (B) two hundred  seventy (270) days from the effective  date of the
          registration  statement;  provided,  that before filing a registration
          statement or prospectus or any amendment or supplements  thereto,  the
          Company  will  furnish  to  each  Holder  of  Shares  covered  by such
          registration  statement and the  underwriters,  if any,  copies of all
          such documents  proposed to be filed (excluding  exhibits,  unless any
          such person shall specifically request exhibits), which documents will
          be subject to the review of such  Holders  and  underwriters,  and the
          Company will not file such  registration  statement  or any  amendment
          thereto or any  prospectus or any  supplement  thereto  (including any
          documents  incorporated  by reference  therein) with the Commission if
          (A) the  underwriters,  if any, shall reasonably object to such filing
          or (B) if  information  in such  registration  statement or prospectus
          concerning a particular  selling  Holder has changed and any Holder of
          Shares or the underwriters, if any, shall reasonably object.

               (ii) Prepare and file with the  Commission  such  amendments  and
          post-effective  amendments  to such  registration  statement as may be
          necessary to keep such  registration  statement  effective  during the
          period  referred  to  in  Section  8(b)(i)  and  to  comply  with  the
          provisions of the  Securities  Act with respect to the  disposition of
          all securities covered by such registration  statement,  and cause the
          prospectus to be supplemented by any required  prospectus  supplement,
          and as so  supplemented  to be filed with the  Commission  pursuant to
          Rule 424 under the Securities Act.

               (iii) Furnish to the selling  Holder(s) of Shares such numbers of
          copies of such registration  statement,  each amendment  thereto,  the
          prospectus  included in such  registration  statement  (including each
          preliminary  prospectus),  each  supplement  thereto  and  such  other
          documents as they may  reasonably  request in order to facilitate  the
          disposition of the Shares owned by them.

               (iv) Use its best  efforts to  register  and  qualify  under such
          other  securities  laws of such  jurisdictions  as shall be reasonably
          requested  by any  selling  Holder of Shares  and do any and all other
          acts and things  which may be  reasonably  necessary  or  advisable to
          enable such selling Holder to consummate the disposition of the Shares
          owned by such Holder, in such jurisdictions;  provided,  however, that
          the  Company  shall not be required in  connection  therewith  or as a
          condition thereto to qualify to transact business or to file a general
          consent to service of process in any such states or jurisdictions.

               (v)  Promptly  notify  each  selling  Holder  of  Shares  of  the
          happening of any event as a result of which the prospectus included in
          such registration statement contains an untrue statement of a material
          fact or omits any fact  necessary to make the  statements  therein not
          misleading  and, at the request of any such  Holder,  the Company will
          prepare a  supplement  or  amendment to such  prospectus  so that,  as
          thereafter delivered to the purchasers of such Shares, such prospectus
          will not  contain an untrue  statement  of a material  fact or omit to
          state  any  fact  necessary  to  make  the   statements   therein  not
          misleading.

               (vi) Provide a transfer  agent and  registrar for all such Shares
          not later than the effective date of such registration statement.

               (vii)   Enter   into   such   customary   agreements   (including
          underwriting  agreements in customary form for such offering) and take
          all such other actions as the underwriters, if any, reasonably request
          in order to  expedite or  facilitate  the  disposition  of such Shares
          (including,  in connection  with a  registration  statement  requested
          pursuant to Section 8(a),  effecting a stock split or a combination of
          shares).

               (viii) Make  available for  inspection  by any selling  Holder of
          Shares or any underwriter participating in any disposition pursuant to
          such  registration  statement  and any  attorney,  accountant or other
          agent  retained  by  any  such  selling  Holder  or  underwriter,  all
          financial  and  other  records,   pertinent  corporate  documents  and
          properties  of  the  Company,  and  cause  the  officers,   directors,
          employees  and  independent  accountants  of the Company to supply all
          information  reasonably  requested  by any such  seller,  underwriter,
          attorney,  accountant  or agent in connection  with such  registration
          statement.

               (ix)  Promptly  notify the  selling  Holder(s)  of Shares and the
          underwriters, if any, of the following events and (if requested by any
          such person) confirm such  notification in writing:  (A) the filing of
          the  prospectus  or any  prospectus  supplement  and the  registration
          statement and any amendment or post-effective  amendment thereto, with
          respect to the registration statement or any post-effective  amendment
          thereto,  the declaration of the effectiveness of such documents,  (B)
          any requests by the  Commission  for  amendments or supplements to the
          registration   statement   or  the   prospectus   or  for   additional
          information,  (C) the issuance or threat of issuance by the Commission
          of any stop order  suspending the  effectiveness  of the  registration
          statement or the  initiation of any  proceedings  for that purpose and
          (D) the receipt by the Company of any notification with respect to the
          suspension  of  the  qualification  of  the  Shares  for  sale  in any
          jurisdiction  or  the  initiation  or  threat  of  initiation  of  any
          proceeding for such purposes.

               (x) Make  every  reasonable  effort to  prevent  the entry of any
          order suspending the  effectiveness of the registration  statement and
          obtain at the  earliest  possible  moment the  withdrawal  of any such
          order, if entered.

               (xi)  Cooperate  with the  selling  Holder(s)  of Shares  and the
          underwriters,  if  any,  to  facilitate  the  timely  preparation  and
          delivery of  certificates  representing  the Shares to be sold and not
          bearing any restrictive  legends, and enable such Shares to be in such
          lots and registered in such names as the  underwriters  may request at
          least two (2) business days prior to any delivery of the Shares to the
          underwriters.

               (xii)  Provide a CUSIP  number  for all the Shares not later than
          the effective date of the registration statement.

               (xiii) Prior to the  effectiveness of the registration  statement
          and any  post-effective  amendment  thereto and at each  closing of an
          underwritten offering, (A) make such representations and warranties to
          the selling  Holder(s) of Shares and the  underwriters,  if any,  with
          respect  to  the  Shares  and  the   registration   statement  as  are
          customarily  made by issuers in  similar  offerings;  (B) use its best
          efforts to obtain "cold comfort"  letters and updates thereof from the
          Company's  independent  certified public accountants  addressed to the
          selling Holders of Shares and the  underwriters,  if any, such letters
          to be in customary form and covering  matters of the type  customarily
          covered in "cold comfort"  letters by  underwriters in connection with
          similar offerings;  (C) deliver such documents and certificates as may
          be reasonably requested (1) by the Holders of a majority of the Shares
          being  sold,  and  (2)  by  the  underwriters,  if  any,  to  evidence
          compliance  with  clause (A) above and with any  customary  conditions
          contained in the  underwriting  agreement or other  agreement  entered
          into by the Company; and (D) obtain opinions of counsel to the Company
          and  updates  thereof  (which  counsel  and  which  opinions  shall be
          reasonably  satisfactory to the  underwriters,  if any),  covering the
          matters customarily covered in opinions requested in similar offerings
          and such other matters as may be  reasonably  requested by the selling
          Holders of Shares and underwriters or their counsel.  If customary for
          similar  offerings,  such counsel  shall also state that no facts have
          come to the attention of such counsel which cause them to believe that
          such registration statement,  the prospectus contained therein, or any
          amendment or supplement thereto,  as of their respective  effective or
          issue  dates,  contains any untrue  statement of any material  fact or
          omits to state any  material  fact  necessary  to make the  statements
          therein not  misleading  (except that no  statement  need be made with
          respect to any financial statements,  notes thereto or other financial
          data or  other  expertized  material  contained  therein).  If for any
          reason  the  Company's  counsel  is unable to give such  opinion,  the
          Company  shall so notify  the  Holders of the Shares and shall use its
          best efforts to remove  expeditiously all impediments to the rendering
          of such opinion.

               (xiv)   Otherwise  use  its  best  efforts  to  comply  with  all
          applicable rules and regulations of the Commission, and make generally
          available to its security holders earnings  statements  satisfying the
          provisions  of  Section  11(a) of the  Securities  Act,  no later than
          forty-five  (45) days  after the end of any  twelve-month  period  (or
          ninety (90) days,  if such period is a fiscal year) (A)  commencing at
          the  end of any  fiscal  quarter  in  which  the  Shares  are  sold to
          underwriters in a firm or best efforts underwritten  offering,  or (B)
          if not sold to  underwriters  in such an offering,  beginning with the
          first  month of the first  fiscal  quarter of the  Company  commencing
          after  the  effective  date  of  the  registration  statement,   which
          statements shall cover such twelve-month periods.

          (c) After the date hereof,  the Company  shall not grant to any holder
     of securities of the Company any registration  rights which have a priority
     greater  than or equal to  those  granted  to  Holder(s)  pursuant  to this
     Warrant without the prior written consent of the Holder(s).

          (d) The Company's  obligations  under Sections 8(a) and (b) above with
     respect  to each  Holder  of Shares  are  expressly  conditioned  upon such
     Holder's  furnishing to the Company in writing such information  concerning
     such Holder and the terms of such Holder's proposed offering as the Company
     shall reasonably  request for inclusion in the  registration  statement and
     such Holder executing, acknowledging,  sealing and delivering all documents
     reasonable  necessary  to enable the Company to comply with the  Securities
     Act, any  applicable  Blue Sky Laws,  and any  applicable  laws,  rules and
     regulations  of the  commission,  NASD  and Blue  Sky Law  authorities  and
     administrators.  If any registration  statement including any of the Shares
     is filed,  then the Company shall  indemnify  each Holder thereof (and each
     underwriter  for such Holder and each person,  if any,  who  controls  such
     underwriter within the meaning of the Securities Act) from any loss, claim,
     damage or liability  arising out of or based upon any untrue statement of a
     material fact contained in such  registration  statement or any omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements therein no misleading, except for any such statement or
     omission  based on  information  furnished in writing by such Holder of the
     Shares  expressly for use in connection with such  registration  statement;
     and such Holder shall  indemnify  the Company (and each of its officers and
     directors who has signed such registration  statement,  each other director
     and each other person,  if any, who controls the Company within the meaning
     of the Securities Act, each underwriter for the Company and each person, if
     any, who controls  such  underwriter  within the meaning of the  Securities
     Act) and each  other  such  Holder  against  any  loss,  claim,  damage  or
     liability arising out of or based upon any such statement or omission which
     was made in reliance  upon,  and strictly in conformity  with,  information
     furnished in writing to the Company by such Holder of the Shares  expressly
     for use in connection with such registration statement.

          (e) For  purposes of this Section 8, all of the Shares shall be deemed
     to be issued and outstanding, and all Holders shall be deemed to be holders
     of such Shares.

     Section 9. Article and Section  Headings.  Numbered and titled  article and
section  headings  are for  convenience  only  and  shall  not be  construed  as
amplifying or limiting any of the provisions of this Agreement.

     Section 10. Notice. Any and all notices,  elections or demands permitted or
required  to be made under this  Agreement  shall be in  writing,  signed by the
party giving such notice,  election or demand and shall be delivered personally,
telecopied,  telexed,  or sent by  certified  mail or overnight  via  nationally
recognized courier service (such as Federal Express),  to the other party at the
address set forth below,  or at such other address as may be supplied in writing
and of which  receipt has been  acknowledged  in  writing.  The date of personal
delivery or telecopy or two (2) business  days after the date of mailing (or the
next business day after delivery to such courier  service),  as the case may be,
shall be the date of such  notice,  election or demand.  For the purpose of this
Agreement;

The Address of Holder is:      Stephens Inc.
                               111 Center Street
                               Little Rock, Arkansas 72201
                               Attn:  Legal Department
                               Facsimile: ____________________

The Address of Company is:     Smart Choice Automotive Group, Inc.
                               5200 South Washington Avenue
                               Titusville, Florida 32780
                               Attn:  Robert J. Downing, Esq.
                               Chief Legal Officer
                               Facsimile:  (407) 264-0367

     Section 11.  Severability.  If any  provision(s)  of this  Agreement or the
application  thereof  to  any  person  or  circumstances  shall  be  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to other persons  circumstances shall not be affected thereby
and shall be enforced to the greatest extent permitted by law.

     Section 12. Entire Agreement.  This Agreement between the Company, Stephens
and Holder  represents the entire agreement  between the parties  concerning the
subject matter hereof,  and all oral discussions and prior agreements are merged
herein.

     Section 13. Governing Law and Amendments. This Agreement shall be construed
and enforced  under the laws of the State of Florida  applicable to contracts to
be wholly performed in such state. No amendment or modification  hereof shall be
effective except in a writing executed by each of the parties hereto.

     Section 14.  Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.

              Company

                   SMART CHOICE AUTOMOTIVE GROUP, INC.

                   By:  /s/ 
                   --------------------------------------------
                  
                   Title:

              Holder

                   STEPHENS INC.

                   By: /s/  
                   -------------------------------------------- 
                   Title: