SCHEDULE TO
                           SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


BORROWER:                  FLORIDA FINANCE GROUP INC.
                           LIBERTY FINANCE COMPANY
                           FIRST CHOICE AUTO FINANCE, INC.

ADDRESS:                   5200 S. WASHINGTON
                           TITUSVILLE, FLORIDA 32780-7316

BORROWER:                  SMART CHOICE RECEIVABLES HOLDING COMPANY

ADDRESS:                   P. O. BOX 50102
                           HENDERSON, NEVADA  89016

DATE:                      NOVEMBER 9, 1998


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     This Schedule to Second  Amended and Restated  Loan and Security  Agreement
("Schedule")  is  executed  in  conjunction  with a certain  Second  Amended and
Restated Loan and Security Agreement ("Agreement") of even date herewith, by and
between FINOVA  Capital  Corporation,  as Lender,  and the above  Borrowers,  as
Borrower.  The terms and provisions of this Schedule  shall  supersede all prior
schedules.  All  references to Section  numbers  herein refer to Sections in the
Agreement.

1.A. BORROWERS (SECTION 1).

     All references to "Borrower" in any and all Loan  Documents  shall mean all
     Borrowers,  as  co-borrowers,  jointly and  severally,  except as otherwise
     specifically set forth herein:

      Florida Finance Group, Inc. -  "FFG" or "Lead Borrower"

      Liberty Finance Company  -     "Liberty"

      Smart Choice Receivables Holding Company -  "Smart Choice Receivables"

      First Choice Auto Finance, Inc. -  "First Choice"

      The term  "Receivable  Borrowers"  shall mean FFG, Liberty and
      Smart Choice Receivables.

      The term "Inventory Borrower" shall mean First Choice.


1.13.A.  MAXIMUM MILEAGE OF ELIGIBLE INVENTORY (SECTION 1.13)

     The term "Maximum  Mileage of Eligible  Inventory" shall mean, with respect
     to each item of Inventory, the actual mileage, according to the odometer of
     the vehicle, eighty thousand (80,000) miles.



1.13.B.  MAXIMUM AGE OF ELIGIBLE INVENTORY (SECTION 1.13)

     The term "Maximum Age of Eligible  Inventory"  shall mean,  with respect to
     each item of Inventory,  the number years from the year of determination to
     the model year, eight (8) years.

1.13.C.  MAXIMUM COST OF ELIGIBLE INVENTORY (SECTION 1.13)

     The term "Maximum Cost of Eligible  Inventory"  shall mean, with respect to
     each item of Inventory,  the purchase price of such item of Inventory shall
     be Six  Thousand  Dollars  ($6,000.00).  Only that  portion of the purchase
     price that exceeds Six Thousand Dollars ($6,000.00) shall be ineligible for
     the purposes of determining availability.


1.13.D.  MAXIMUM OWNERSHIP (SECTION 1.13)

     The term "Maximum  Ownership" shall mean one hundred twenty (120) days from
     the date of the invoice  that  evidences  the  purchase of each  vehicle of
     Inventory by First Choice.



1.14.A.  MAXIMUM AMOUNT OF AN ELIGIBLE RECEIVABLE (SECTION 1.14).

     The term "Maximum Amount of an Eligible  Receivable"  shall mean the sum of
     Twenty Thousand Dollars  ($20,000.00)  remaining due thereon at any date of
     determination.

1.14.B.  MAXIMUM TERM OF AN ELIGIBLE RECEIVABLE (SECTION 1.14).

     The "Maximum  Term of an Eligible  Receivable"  shall be  Forty-Eight  (48)
     months remaining until the due date of such Eligible Receivable at any date
     of determination.



1.14.C.  AGING PROCEDURES AND ELIGIBILITY TEST (SECTION 1.14.)

AGING PROCEDURES FOR A CONTRACTUAL AGING:

1.   No payment missed or due = Current.

2.   1 to 30 days past due = "30 day Account".

3.   31 to 60 days past due = "60 day Account".

4.   61 or more days past due = "60 + day Account"


For the  purpose  ONLY of  calculating  the aging of any  Receivable  hereunder,
provided  any such  extension  is after one  hundred  eighty  (180)  days of any
Receivable from the origination date of such  Receivable,  Borrower may grant an
Account Debtor one (1) extension of the principal  portion of a monthly  payment
due on any Receivable  within any twelve (12) month period that would allow such
Receivable to avoid being classified in a different "past due or missed" payment
category set forth above. All extensions  within any twelve (12) month period in
excess of one (1) will not be used to delay or defer  aging of such  Receivable.
This extension  exception shall be applicable to extensions  granted on or after
November 9, 1998.

ELIGIBILITY TEST:

The term "Eligibility  Test" shall mean the test to determine the eligibility of
a  Receivable  for the  purposes of Section  1.14  hereof,  that test,  being as
follows:  no payment due on said Receivable  remains unpaid more than sixty (60)
days from the specific  date on which such payment was due pursuant to the terms
of said Receivable.

1.15 GUARANTOR (WHETHER ONE OR MORE) (SECTION 1.15)

     SC Holdings, Inc.

     Smart Choice Automotive Group, Inc.  (formerly known as Eckler  Industries,
     Inc.)


2.1.A.   AMOUNT OF REVOLVING CREDIT LINE (SECTION 2.1):

     The Amount of Revolving  Credit Line shall be One Hundred  Million  Dollars
     ($100,000,000.00)

     The  Amount of the  Inventory  Credit  Line  shall be Ten  Million  Dollars
     ($10,000,000.00)


2.1.B. AVAILABILITY ON ELIGIBLE RECEIVABLES (SECTION 2.1):

     The  "Availability  on Eligible  Receivables"  shall be an amount equal to,
     with respect to all Eligible Receivables, on the date of determination, the
     sum of the following:

          (i) Sixty percent  (60%) of the aggregate  unmatured and unpaid amount
          due to Borrower from the Account Debtor named  thereon,  including all
          unearned finance charges,  time price  differentials,  insurance fees,
          discounts,  holdbacks  and  other  fees and  charges  pursuant  to the
          Eligible  Receivables  with an origination  date on or before June 30,
          1998;

          (ii)  Fifty-five  percent (55%) of the aggregate  unmatured and unpaid
          amount  due  to  Borrower  from  the  Account  Debtor  named  thereon,
          including  all unearned  finance  charges,  time price  differentials,
          insurance  fees,  discounts,  holdbacks  and  other  fees and  charges
          pursuant to the Eligible  Receivables  with an origination  date after
          June 30, 1998.

     Notwithstanding  any  provision  contained  in the  Loan  Documents  to the
     contrary, if for the twelve (12) calendar month period immediately prior to
     any  date of  determination,  the  Collateral  Recovery  Rate is less  than
     seventy-two  and  one-half  percent   (72.50%),   or  if  on  any  date  of
     determination,  the Collateral  Performance  Percentage is greater than ten
     percent  (10.0%),  then in either event,  Lender,  in its sole and absolute
     discretion,  may modify the Availability on Eligible advance percentage set
     forth above.

2.1.C.   AVAILABILITY ON ELIGIBLE INVENTORY (SECTION 2.1)

     The "Availability on Eligible  Inventory" shall be lesser of (i) the Amount
     of the Inventory Credit Line, (ii) the aggregate amount with respect to all
     Eligible  Inventory of the lesser of (a) fifty percent (50%) of the invoice
     cost (as  evidence  by a bill of sale or  other  documents  evidencing  the
     purchase price of such Inventory,  or (b) fifty percent (50%) of the "clean
     value" Black Book (pursuant to the most current edition of the "Black Book"
     as published by National  Auto Research  Division,  Hearst  Business  Media
     Corporation, for the market area of Borrower).


2.2. STATED INTEREST RATE (SECTION 2.2).

     The  Receivables  Stated  Interest  Rate  shall  be the  lesser  of (i) the
     Governing  Rate (a) if the effective  rate of advance is greater than fifty
     percent (50%) for the month of determination, plus two and one-half percent
     (2.50%) per annum,  (b) if the  effective  rate of advance is greater  than
     forty percent (40%) but equal to or less than fifty percent (50%), plus two
     and one-quarter  percent (2.25%),  or (c) if the effective rate of advance,
     for the  month of  determination,  is equal to or less than  forty  percent
     (40%), plus one and one-half percent (1.50%); or (ii) the Maximum Rate. For
     the purpose of determining the Receivable  Stated Rate, the term "effective
     rate of advance" shall mean the daily average of the outstanding balance of
     the Indebtedness for the calendar month  immediately  preceding the date of
     determination,   less  the  daily  average   outstanding   balance  of  the
     Indebtedness  advanced to First  Choice  pursuant to the  Inventory  Credit
     Facility for the same period,  divided by the aggregate outstanding balance
     of all Eligible Receivables on the date of determination.

     The Inventory Stated Interest Rate shall be the lesser of (a) the Governing
     Rate plus three percent (3.00%) per annum; or (b) the Maximum Rate.

2.3.B.   MATURITY DATE (SECTION 2.3.C).

     The primary term of this  Agreement  shall expire on December 31, 2001.  If
     Borrower  desires to extend the primary term or any term thereafter of this
     Agreement,  Borrower  shall give Lender  notice of its intent to extend the
     term no earlier  than one hundred  and eighty  (180) days and no later than
     one  hundred  and fifty  (150)  days prior to any  expiration  date of this
     Agreement.  Upon the receipt by Lender of  Borrower's  notice to extend the
     term of this  Agreement,  if Lender desires to renew and extend the term of
     this  Agreement,  Lender shall give Borrower  notice of Lender's  intent to
     extend  the term of this  Agreement,  within  sixty  (60) days of  Lender's
     receipt of  Borrower's  notice to extend.  If Lender does not give Borrower
     notice of Lender's  intent to extend the term of this Agreement  within the
     sixty (60) days period, then it shall be deemed that Lender does not intend
     to  renew  and  extend  the  term of this  Agreement.  Notwithstanding  the
     foregoing,  the  Borrower's  obligation  pursuant to this  Agreement  shall
     remain in full force and  effect  until the  Indebtedness  due and owing to
     Lender has been paid in full.

2.6. LIQUIDATED DAMAGES (SECTION 2.6).

     The amount of "Liquidated Damages" shall be as follows:

          None.

2.14 TERMINATION FEE (SECTION 2.14).

     The  amount  of  the  "Termination  Fee  shall  be  Three  Million  Dollars
     ($3,000,000.00).

3.2. BUSINESS LOCATIONS OF BORROWER (SECTIONS 3.2, 3.6 AND 5.1.N.).

     All locations are as set forth on the attach List of Locations


5.1.B. BORROWER'S TRADENAMES (WHETHER ONE OR MORE)(SECTION 5.1.B.)

     As set forth in List of Tradenames attached hereto

6.2.A. LEVERAGE RATIO LIMIT (SECTION 6.2.J).

     None.

6.2.B. MINIMUM NET INCOME (SECTION 6.2.K).

     The Minimum Net Income for each Borrower and Smart Choice Automotive Group,
     Inc., other than Smart Choice Receivables Holdings, Inc., shall be at least
     One Dollar ($1.00) in each fiscal quarter.

6.2.C. DISTRIBUTIONS LIMITATION (SECTION 6.2.L).

     No Distributions without the prior written consent of Lender.


6.3.C.   ANNUAL FINANCIAL STATEMENTS (SECTION 6.3).

     Annual  audited  financial  statements  shall be  prepared  by  independent
     certified public accountants, reasonably acceptable to Lender.

8.1. REIMBURSEMENT OF EXPENSES (SECTION 8.1).

     (i)  Borrowers  shall  reimburse  Lender  an  amount  not to  exceed  Seven
          Thousand Five Hundred Dollars ($7,500.00), for legal fees and expenses
          incurred  in  the  due  diligence   with  respect  to,   negotiations,
          preparation  and closing of this Second  Amended and Restated Loan and
          Security Agreement and the other Loan Documents executed in connection
          therewith.

     (ii) Borrowers shall reimburse Lender an amount not to exceed Five Thousand
          Dollars ($5,000.00) for audit fees on a quarterly basis.

9.1. NOTICES (SECTION 9.1).

                   Lender:     FINOVA Capital Corporation
                               (copy each office below with all notices)

                               CORPORATE FINANCE OFFICE:

                               FINOVA Capital Corporation
                               355 South Grand Avenue, Suite 2400
                               Los Angeles, CA  90071
                               Attn:  John J. Bonano, Senior Vice President
                               Telephone:  (213) 253-1600
                               Telecopy No.:  (213) 625-0268

                               CORPORATE OFFICE:

                               FINOVA Capital Corporation
                               1850 N. Central Avenue
                               Phoenix, AZ  85077
                               Attn:  Joseph R. D'Amore, Senior Counsel
                               Telephone:  (602) 207-4900
                               Telecopy No.:  (602) 207-5543

                               REDISCOUNT FINANCE OFFICE:

                               FINOVA Capital Corporation
                               13355 Noel Road, Suite 800
                               Dallas, TX  75240
                               Attn: Douglas M. Fraser (Account Executive)
                               Telephone:  (972) 458-5600
                               Telecopy No.:  (972) 458-5650

                  Borrower:    Florida Finance Group, Inc.
                               Liberty Finance Company
                               First Choice Auto Finance, Inc.
                               5200 S. Washington
                               Titusville, Florida 32780-7316
                               Telephone: 407-269-9680
                               Telecopy No.:407-268-2959

                  Borrower:    Smart Choice Receivables Holding Company
                               P. O. Box 50102
                               Henderson, NV 89016
                               Telephone: (702) 598-3738
                               Telecopy No.: (702) 598-3651

                  Guarantors:  SC Holdings, Inc.
                               Smart Choice Automotive Group, Inc.
                               5200 S. Washington
                               Titusville, Florida 32780-7316
                               Telephone: 407-269-9680
                               Telecopy No.:407-264-0376

9.16. AGENT FOR SERVICE OF PROCESS (SECTION 9.16).

Gary Smith, whose address is 5200 S. Washington,  Titusville, Florida 32780-7316
(Agent)

     IN WITNESS WHEREOF,  the parties have executed this Schedule on the day and
year first set forth above.

                                   LENDER:

                                   FINOVA CAPITAL CORPORATION,
                                   a Delaware corporation
                         
                                   By: /S/ Stephen J. Thomas 
                                   --------------------------------------------
                                   Stephen J. Thomas, Vice President     (Date)

                                   BORROWERS:

                                   FLORIDA FINANCE GROUP INC.


                                   By: /s/ Charles D. Bonanno
                                   ------------------------------------------
                                   Charles D. Bonanno,                 (Date)
                                   Executive Vice President


                                    LIBERTY FINANCE COMPANY


                                   By /s/ Charles D. Bonanno 
                                   ------------------------------------------
                                   Charles D. Bonanno,                 (Date)
                                   Executive Vice President


                                    SMART CHOICE RECEIVABLES HOLDING COMPANY


                                   By: /s/ Charles D. Bonanno    
                                   ------------------------------------------
                                   Charles D. Bonanno,                 (Date)
                                   Executive Vice President

                                   FIRST CHOICE AUTO FINANCE, INC.


                                   By: /s/ Charles D. Bonanno  
                                   ------------------------------------------
                                   Charles D. Bonanno,                 (Date)
                                   Executive Vice President
     
                                   SC HOLDINGS, INC.


                                   By /s/ Charles D. Bonanno  
                                   ------------------------------------------
                                   Charles D. Bonanno,                 (Date)
                                   Executive Vice President


                                   SMART CHOICE AUTOMOTIVE GROUP, INC.


                                   By: /s/ Charles D. Bonanno 
                                   ------------------------------------------
                                   Charles D. Bonanno,                 (Date)
                                   Executive Vice President