EXHIBIT 10.35

                         EXECUTIVE EMPLOYMENT AGREEMENT


     THIS  EXECUTIVE  EMPLOYMENT  AGREEMENT  (the  "Employment   Agreement")  is
effective as of April 11, 1997, by and between SMART CHOICE  AUTOMOTIVE  GROUP,
INC., a Florida  corporation  ("Company"),  and JOSEPH  ALVAREZ,  an  individual
("Executive").


                              W I T N E S S E T H:

     WHEREAS,  the  Executive  has  extensive  experience  relating  to business
matters in the automotive sales industry; and

     WHEREAS,  to promote  the  ongoing  business  of the  Company,  the Company
desires to assure itself of the right to the Executive's services from and after
the date hereof, on the terms and conditions of this Agreement; and

     WHEREAS,  the  Executive  is willing and able to render his services to the
Company  from and after the date  hereof,  on the terms and  conditions  of this
Agreement.

         NOW, THEREFORE,  in consideration of the foregoing recitals,  and other
     good and valuable  consideration,  the receipt and sufficiency of which are
hereby
acknowledged, the parties hereby covenant and agree as follows:

     SECTION 1.        EMPLOYMENT.

     a. Subject to the terms and conditions of this  Employment  Agreement,  the
Company  shall  retain the  Executive  as the  President of its new and used car
sales  division,  and the Executive  shall render  services to the Company in an
executive   capacity.   Executive  shall  perform  such  duties  ordinarily  and
customarily  performed by a similar  executive of a corporation of like type and
size as the Company, and shall perform such other reasonable executive duties as
the Company's  President may assign to him from time to time.  The Executive may
also be given additional titles, and may be assigned  responsibilities on behalf
of certain of the Company's  affiliates  commensurate with his position with the
Company, without requirement of additional compensation hereunder.

     b. Throughout the period of his employment hereunder,  the Executive shall:
(i) devote his full business time, attention,  knowledge and skills, faithfully,
diligently  and to the best of his  ability,  to the active  performance  of his
duties and responsibilities hereunder on behalf of the Company; (ii) observe and
carry  out  such  reasonable  rules,  regulations,   policies,   directions  and
restrictions  as may be established  from time to time by the Company's Board of
Directors,  including but not limited to the standard policies and procedures of
the Company as in effect from time to time;  and (iii) do such  traveling as may
reasonably be required in  connection  with the  performance  of such duties and
responsibilities.  However, the Company shall not have the right to transfer the
Executive's  primary location from which he is to perform services to a location
outside of Central Florida without Executive's prior consent.

     SECTION 2.  INTENTIONALLY OMITTED.

     SECTION 3. TERM OF EMPLOYMENT.  Subject to prior  termination in accordance
with  the  terms  and  conditions  of this  Employment  Agreement,  the  term of
employment  of Executive by the Company  pursuant to this  Employment  Agreement
shall be for an  initial  period of three (3) years  (the  "Employment  Period")
commencing on the date hereof (the  "Commencement  Date"). The Employment Period
shall  automatically  renew for  additional  terms of three  years  each on each
anniversary of the date hereof hereafter (an "Anniversary Date"),  unless either
party gives written  notice of  termination to the other party not less than one
hundred  twenty  (120) days prior to such  Anniversary  Date,  in which case the
Employment  Period  shall  not so  renew  on such  Anniversary  Date  and  shall
terminate two years from such  Anniversary  Date. The term  "Employment  Period"
shall include the initial Employment Period and any and all successive  renewals
thereof.

     SECTION 4. COMPANY'S  PRINCIPAL PLACE OF BUSINESS.  It is anticipated  that
the Company's  principal  place of business  will be located in the  Titusville,
Florida  area,  or  such  other  area in  Florida  as may be  designated  by the
Company's Board.

     SECTION 5. COMPENSATION.  During the Employment Period,  subject to all the
terms and conditions of this Employment  Agreement and as  compensation  for all
services  to be rendered  by  Executive  under this  Employment  Agreement,  the
Company shall pay to Executive the following:
<PAGE>

     a. BASE  SALARY.  The  Company  shall  pay to  Executive  a base  salary of
$150,000  during  each  year of the  initial  three (3) year  Employment  Period
payable in equal periodic  installments in accordance with the standard  payroll
practices  of the Company in effect from time to time,  but in no case less than
once a month.  During  each year of the  Employment  Period  (as  renewed  under
Section 3 hereof)  after the initial three (3) years of the  Employment  Period,
the Board shall  review the base salary  amount to  determine  whether or not to
grant additional increases in the base salary amount.

     b. BONUS. In addition to the annual base salary,  the Company shall pay the
Executive a minimum bonus (the "Minimum Bonus") of $50,000 as of the end of each
fiscal year of the Company during the Employment  Period payable on the last day
of each such fiscal year. If the  termination  of the  Employment  Period occurs
other  than at the end of a  fiscal  year,  then  the  Minimum  Bonus  shall  be
prorated.  In  addition  to the Minimum  Bonus,  Executive  shall be entitled to
receive an annual performance bonus (the "Performance  Bonus") as determined and
in an amount set by the Board.  Except for such  proration  and as  provided  in
Section 9 hereof,  Executive shall have no right to receive partial  payments of
the Minimum Bonus or the Performance Bonus.

     c. COMPANY CAR/CAR  ALLOWANCE.  During the Employment  Period,  the Company
shall provide to Executive, at the option of Executive, either (i) an automobile
for Executive's use, or (ii) an automobile allowance of $500 per month which the
Executive shall apply to leasing an  automobile(s)  for use by executive and his
immediate family.  The automobile  allowance shall be payable at the end of each
calendar  month of the  Employment  Period.  The Company shall pay all necessary
maintenance fees,  insurance payments,  gasoline expenses and all other expenses
related  to the  maintenance,  operation  and  upkeep  of the  automobile.  Upon
termination  of the  obligation of the Company to provide  Benefits  pursuant to
Section 6 hereof,  the Executive shall have the right and option to purchase the
automobile  at its then book  value for  financial  statement  purposes  (if the
automobile  is owned by the Company) or,  subject to the terms of the lease,  to
assume  the  lease  for said  automobile  (if the  automobile  is  leased by the
Company).

     d. STOCK OPTIONS. During the Employment Period of his employment, Executive
will be provided with stock options under the Company's  stock option plan(s) as
determined by the Company's Board of Directors  (other than those granted on the
date hereof) and/or a committee appointed by the Company's Board of Directors in
accordance with the Company's stock option plan(s). Such awards shall be made on
a  basis   commensurate   with  other  executives  of  the  Company  giving  due
consideration to gross compensation levels and overall job performance.

     SECTION 6. FRINGE  BENEFITS.  Executive  shall be  entitled  to  vacations,
health  care  benefits,   fringe  benefits  and   reimbursement  for  reasonable
out-of-pocket  expense,  including but not limited to those hereinafter detailed
(the "Benefits"),  in accordance with the Company's practices covering executive
personnel.  Unless Executive consents to a different treatment, his eligibility,
participation  and benefits under the Benefits will be, and will continue to be,
not less than the Benefits  provided to any other  employee of Vice President or
lower level. The Company shall use its best efforts to obtain waivers of waiting
periods,  if any,  applicable to particular  benefits.  The benefits shall, at a
minimum, include:

     a.  coverage  for  Executive  and his family,  under any major  medical and
dental  insurance  programs and plans,  and under any  short-term,  long-term or
permanent  disability  programs  and plans,  which are or may  become  generally
available to management employees of the Company. Notwithstanding the foregoing,
Executive shall be provided at minimum fully-paid health, major medical,  dental
and life  insurance  (equal  to  $300,000).  The  Executive's  health  insurance
benefits shall include coverage of his wife's pregnancy;

     b.  retirement  benefits  at such time and on such  amounts  as are paid to
executives by the Company at such time as the Company institutes a retirement or
401(k) plan;

     c.  reimbursement  of all properly  approved  travel and  business  related
expenses  normally  paid by the  Company  for  the  benefit  of its  executives,
including,  but not limited to, all  expenses for the  acquisition  and use of a
cellular  telephone  and cellular  service of  Executive's  choice.  All expense
reimbursement shall conform to the Company's expense  reimbursement  policies at
the time the expenses were incurred;

     d. four (4) weeks  paid  vacation  per  calendar  year at any time or times
selected by  Executive  taking  into  account the  convenience  of the  Company.
Executive  shall give the Board  reasonable  prior  notice of selected  vacation
times of one week or more.  While unused  vacation  time shall not be cumulative
from year to year,  Executive  may carry forward not more than four (4) weeks of
unused vacation time into the following calendar year, provided,  however,  that
under no circumstances  shall Executive be entitled to more than eight (8) weeks
of vacation per calendar year;

     e. days of annual sick leave as is usual and customary for a vice president
of a company similar to Company;


<PAGE>

     f. a holiday on the following  days with full pay: New Year's Day,  Easter,
Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day and Christmas Day,
and such other holidays as the Company may declare;

     g. paid leave and reimbursement of all travel, tuition and related expenses
in attending  trade  conferences  and/or  seminars  and/or college or other high
level courses acceptable to the Board in its reasonable discretion;

     h. the Company shall purchase director and officer liability insurance that
shall include  coverage for Executive,  as is normal and customary for a company
of  similar  size  to  the  Company  and,  in  addition,  the  Company  and  its
subsidiaries shall indemnify  Executive pursuant to a separate written agreement
for liabilities  incurred as an officer to the fullest extent allowed by Florida
law;

     i. Executive shall also be provided with a disability  income plan equal to
100% of his base salary, at least 80% of which is funded by insurance;

     j. Moving  Expenses.  The Company  shall  reimburse  the  Executive for the
Executive's reasonable pre-approved expenses of moving the Executive's principal
residence  from the St.  Petersburg,  Florida  area to the  area of  Titusville,
Florida, in accordance with the Company's expense reimbursement policies.

     SECTION 7. TERMINATION.

     a. MUTUAL  TERMINATION.  This  Employment  Agreement may be terminated upon
mutual written agreement of the Company and the Executive;

     b. BY EXECUTIVE.  This Employment Agreement may be terminated at the option
of the Executive,  upon fourteen (14) days' prior written notice to the Company,
in the  event  that  the  Company  shall  (i) fail to make  any  payment  to the
Executive required to be made under the terms of this Employment Agreement after
payment is due, or (ii) fail to perform any other material covenant or agreement
to be performed by it hereunder or take any action prohibited by this Employment
Agreement, and fail to cure or remedy same within thirty (30) days after written
notice thereof to the Company.  In the event that this  Employment  Agreement is
terminated  pursuant to this Section 7b, then at the option of the  Executive on
notice to the Company,  the full  compensation  payable to the Executive for the
Employment  Period under Section 5a hereof (just as if Executive had not been so
terminated  and was  continuing  to serve as an employee  hereunder for the full
term of this  Employment  Agreement,  not  including  any  renewal or  extension
thereof) shall be immediately due and payable by the Company.

     c. BY THE COMPANY FOR CAUSE. This Employment Agreement may be terminated at
the option of the Company, upon written notice to the Executive, "for cause" (as
hereinafter defined), or in the event of the "permanent  disability" (as defined
and  provided  for in Section 8) or death of the  Executive  as provided  for in
Section 8. The Company may terminate  Executive  "without  cause" (as defined in
Section 8).

          (i) As used herein, the term "for cause" shall mean and be limited to:
     (A) any material breach of this Employment Agreement by the Executive which
     in any case is not fully  corrected  within  thirty (30) days after written
     notice of same from the  Company to the  Executive;  (B) any fraud,  theft,
     conversion,  criminal  misconduct,  breach of fiduciary  duty, or gross and
     willful  misconduct by the Executive in connection  with the performance of
     his duties  and  responsibilities  hereunder;  (C)  habitual  breach by the
     Executive of any of the material  provisions of this Agreement  (regardless
     of any prior cure  thereof);  or (D) gross  neglect by the Executive of his
     duties  and  responsibilities  hereunder  which  in any  case is not  fully
     corrected upon written notice of same from the Company to the Executive.

     d. EFFECT OF TERMINATION  FOR CAUSE. In the event of termination for any of
the  reasons  set forth in this  Section 7 (except  as  otherwise  provided  for
hereinafter  with respect to "permanent  disability",  death or "without cause")
Executive  shall be  entitled to no further  compensation,  Base Salary or other
Benefits  under  this  Employment  Agreement,  except as to that  portion of any
unpaid Base Salary or other  benefits  accrued and earned by him hereunder up to
and including the effective date of termination.

     SECTION 8. TERMINATION BY REASON OF DEATH; PERMANENT DISABILITY; OR WITHOUT
CAUSE.

     a. If the Company terminates Executive "without cause" which shall mean for
any reason other than as set forth in Section  7c(i),  the Executive  terminates
this  Agreement  under  Section  7b,  or in the  event of  Executive's  death or
"permanent  disability" (as defined  below),  Executive shall (i) be entitled to
receive an amount equal to the full compensation including Benefits, to which he
would otherwise be entitled under this Employment Agreement for the remainder of
the Employment  Period in effect as of the date of termination  (the  "Severance
Payment") (just as if Executive had not been so terminated and was continuing to
serve as an employee  hereunder for the full  Employment  Period in effect as of
the  date of  termination)  and  (ii) be  provided,  for  the  remainder  of the
Employment  Period,  with all the  insurance  and  other  benefits  set forth in
Section 6a hereof (provided, however, to the extent that the benefits in Section

<PAGE>

6a cannot in fact be paid due to the fact that Executive is not in fact employed
by the Company, the Company promptly shall pay Executive the monetary, after-tax
equivalent thereof in U.S. Dollars, without any present value adjustment).  Such
Severance  Payment shall be payable in a single lump sum  distribution  (without
any present value adjustment) to Executive or his estate, as the case may be, no
later than ninety (90) days from the effective date of such termination.

     b.  PAYMENT IN THE EVENT OF  PERMANENT  DISABILITY.  For  purposes  of this
Employment Agreement, Executive's "permanent disability" shall be deemed to have
occurred  after one  hundred  twenty  (120)  days in the  aggregate  during  any
consecutive  twelve (12) month period,  or after ninety (90)  consecutive  days,
during which one hundred  twenty (120) or ninety (90) days,  as the case may be,
Executive, by reason of his physical or mental disability or illness, shall have
been unable to discharge fully his duties under this Employment  Agreement.  The
date of  permanent  disability  shall be the one  hundred  twentieth  (120th) or
ninetieth  (90th) day, as the case may be. In the event  Executive shall dispute
that his permanent disability shall have occurred, he shall promptly submit to a
physical  examination by a qualified  practicing  physician mutually selected by
the  Company  and the  Executive  and paid for by the  Company  (and  reasonably
acceptable  to the  Executive).  Unless  such  physician  shall  issue a written
statement to the effect that in his opinion,  based on his diagnosis,  Executive
is capable of resuming his  employment  and devoting his full time and energy to
discharging  his duties  within ten (10) days after the date of such  statement,
such  permanent  disability  shall be deemed to have  occurred  without  further
dispute by Executive or Company. Notwithstanding the foregoing, the time periods
set forth in this Subsection b shall be modified as necessary so that they match
the time periods set forth in the appropriate  disability  insurance policy such
that there is no gap in payment of disability insurance benefits and Executive's
compensation hereunder.

     SECTION 9. CHANGE OF CONTROL.

     a. Notwithstanding anything herein to the contrary,  specifically including
Section 7 hereof,  in the event that within one (1) year  following a "Change of
Control"  of the Company (as defined  below),  Executive's  employment  with the
Company  is  either:  (i)  terminated  by the  Company,  or (ii)  terminated  by
Executive  because  his  regular  duties  hereunder  are  materially  reduced or
diminished (the position and duties of the Executive hereunder being material to
such employment),  then (subject to Section 9c that provides for a lump sum cash
payment) the Company shall pay to Executive for a period of thirty-six (36) full
calendar months from the date of  termination,  (A) the Base Salary in effect at
the time of the termination of employment (in the same  installments as prior to
termination),  (B) the Benefits to which he is entitled hereunder,  and (C) when
and as due,  any other  amounts to which the  Executive  is  entitled  under any
compensation plan of the Company,  including any Performance  Bonuses (provided,
however, that to the extent that the Benefits cannot in fact be provided or paid
due to the fact that  Executive  is not in fact  employed  by the  Company,  the
Company shall pay to Executive the monetary,  after tax equivalent  thereof,  in
U.S.  dollars without any present value  adjustment.  During the period that the
Company is required to make payments to the  Executive  pursuant to this Section
9a, or for a period of twelve (12) months after termination of employment in the
event the Executive elects a lump sum cash payment hereunder,  the Company shall
maintain in full force and effect for the  continued  benefit of the  Executive,
all employee  benefit  plans and programs in which the Executive was entitled to
participate  immediately  prior to the date of  termination,  including  without
limitation,  all Benefits provided  pursuant to Section 6 hereof;  provided that
the Executive's continued  participation is possible under the general terms and
provisions  of such  plans  and  programs.  In the  event  that the  Executive's
participation and any such plan or program is barred,  the Company shall arrange
to provide the Executive with benefits  substantially similar to those which the
Executive  would  otherwise  have been  entitled to receive under such plans and
programs from which his continued participation is barred.

     b. "Change of Control" shall be deemed to have occurred when:

          (i) securities of the Company representing 25% or more of the combined
     voting  power of the  Company's  then  outstanding  voting  securities  are
     acquired by a person or entity which is not a  wholly-owned  subsidiary  of
     the Company or any of its affiliates;

          (ii) a merger or  consolidation is consummated in which the Company is
     a  constituent  corporation  and  which  results  in less  than  50% of the
     outstanding  voting  securities of the surviving or resulting  entity being
     owned by the then existing stockholders of the Company;

          (iii) a sale or other disposition or transaction is consummated by the
     Company  of more  than 50% of the  Company's  assets  to a person or entity
     which  is  not a  wholly-owned  subsidiary  of  the  Company  or any of its
     affiliates; or

          (iv) during any period of two consecutive  years,  individuals who, at
     the beginning of such period,  constituted the Board cease, for any reason,
     to constitute at least a majority thereof.
<PAGE>

     c. In lieu of payments in installments  hereunder,  within thirty (30) days
of termination  of employment,  the Executive or Company may, at his or its sole
option, elect to have all amounts to which he is entitled hereunder,  be paid in
a lump sum cash payment.  The lump sum cash payment provided herein shall be due
within five (5) days of notice from the  Executive  of the election to receive a
lump sum cash payment pursuant to this subsection.

     d. It is the intention of the Company and the Executive  that no portion of
any payment or benefit paid or provided  under this Section or any other payment
or benefit under this  Agreement,  or payments to or for the Executive under any
other  agreement  or plan shall be deemed to be an excess  parachute  payment as
defined in Section  280G of the  Internal  Revenue  Code of 1986 as amended (the
"Code") or any successor  provision.  However, it is understood that,  depending
upon  elections  hereunder  made by the  Executive,  the  present  value  of all
payments  made under this Section and any other payment to or for the benefit of
the Executive in the nature of compensation,  the receipt of which is contingent
on a Change of Control of the Company and to which  Section  280G of the Code or
any  successor  provision  thereto may apply,  might exceed the maximum  amounts
which the Executive may receive without  becoming  subject to the tax imposed by
Section  4999 of the Code or any  successor  provision.  In the  event  that the
Executive  becomes  subject to a tax imposed by Section  4999 of the Code or any
successor  provision as a result of the  election of the  Executive to receive a
lump sum cash  payment  hereunder  or  otherwise,  the Company  shall pay to the
Executive  an amount  equal to any excise tax imposed  upon the  Executive  as a
result of such payment (in addition to any other payment or benefit hereunder).

     SECTION 10. RESTRICTIVE COVENANTS.

     a. The  Executive  hereby  acknowledges  and agrees  that (i) the  business
contacts, customers,  suppliers,  know-how, trade secrets, marketing techniques,
confidential  information,  financial and operating models,  promotional methods
and other  aspects of the business of the Company and its  affiliates  have been
and are of value to the Company,  and have provided and will  hereafter  provide
the Company with  substantial  competitive  advantages  in the  operation of its
business, (ii) he has and will continue to have detailed knowledge and possesses
and will possess confidential information concerning the business and operations
of the Company,  (iii) the restrictions set forth in this Section are reasonably
necessary to protect the legitimate business interests of the Company,  and (iv)
but for Executive's  agreement to be governed by the  restrictions  set forth in
this Section 10, the Company  would not have entered  into this  Agreement.  The
Executive hereby further  acknowledges that his business skills are not uniquely
suited  to  businesses  of the type  conducted  by the  Company,  and  that,  if
required,  he could  readily  adapt and utilize such skills in one or more other
types of businesses.

     b. The Executive shall not, directly or indirectly,  for himself or through
or on behalf of any other person or entity:

          (i) at any time,  divulge,  transmit or otherwise disclose or cause to
     be divulged,  transmitted or otherwise  disclosed,  any business  contacts,
     client or customer lists, technology,  know-how,  trade secrets,  marketing
     techniques,  contracts or other confidential or proprietary  information of
     the Company of whatever nature,  whether now existing or hereafter  created
     or developed  (provided,  however,  that for purposes  hereof,  information
     shall not be considered to be  confidential  or  proprietary if (A) it is a
     matter of common  knowledge or public record,  (B) it is generally known in
     the industry,  or (C) such  information  was already known to the recipient
     thereof  other  than by reason of any breach of any  obligation  under this
     Agreement or any other confidentiality or non-disclosure agreement); and/or

          (ii) at any time during the period  from the date  hereof  through and
     including the date of the  expiration  or  termination  of the  Executive's
     employment  with  the  Company  (the  "Restrictive  Period"),  directly  or
     indirectly  invest,  carry  on,  engage or  become  involved,  either as an
     employee,  agent,  advisor,  officer,   director,   stockholder  (excluding
     ownership of not more than 3% of the outstanding  shares of a publicly held
     corporation if such  ownership  does not involve  managerial or operational
     responsibility),   manager,   partner,   joint  venturer,   participant  or
     consultant,  in any  business  enterprise  (other  than the  Company or its
     subsidiaries, affiliates, successors or assigns) which derives any material
     revenues from the sale,  lease,  financing or other  transactions in new or
     used automobiles or other consumer vehicles.

     c. The Executive and the Company hereby  acknowledge and agree that, in the
event of any breach by the Executive,  directly or indirectly,  of the foregoing
restrictive  covenants,  it will be difficult to ascertain the precise amount of
damages  that may be  suffered  by the  Company  by reason of such  breach;  and
accordingly,  the parties hereby agree that, as liquidated damages (and not as a
penalty) in respect of any such breach,  the breaching party or parties shall be
required to pay to the Company,  on demand from time to time, cash amounts equal
to any and all  gross  revenues  derived  by the  breaching  party  or  parties,
directly or  indirectly,  from any and all  violative  acts or  activities.  The
parties  hereby  agree  that the  foregoing  constitutes  a fair and  reasonable
estimate of the actual damages that might be suffered by reason of any breach of
this  Section  10 by the  Executive,  and  the  parties  hereby  agree  to  such
liquidated  damages in lieu of any and all other  measures of damages that might
be asserted in respect of any subject breach.
<PAGE>

     d. The Executive and the Company hereby further  acknowledge and agree that
any  breach  by  the  Executive,   directly  or  indirectly,  of  the  foregoing
restrictive  covenants will cause the Company irreparable injury for which there
is no adequate remedy at law. Accordingly,  the Executive expressly agrees that,
in the  event of any such  breach  or any  threatened  breach  hereunder  by the
Executive, directly or indirectly, the Company shall be entitled, in addition to
any  and  all  other  remedies  available  (including  but  not  limited  to the
liquidated  damages  provided  for in  Section  10c  above),  to seek and obtain
injunctive  and/or other equitable relief to require specific  performance of or
prevent, restrain and/or enjoin a breach under the provisions of this Section 10
without the  necessity of proof of actual  damages and without the  necessity of
posting  bond.  In the event  either party does apply for such  injunction,  the
other party shall not raise as a defense thereto that such applying party has an
adequate remedy at law.

     e. In the event of any dispute under or arising out of this Section 10, the
prevailing  party  in such  dispute  shall  be  entitled  to  recover  from  the
non-prevailing  party or parties, in addition to any damages and/or other relief
that may be awarded,  its actual costs and expenses (including actual attorneys'
fees) incurred in connection with prosecuting or defending the subject dispute.

     f. Executive  expressly agrees that the existence of any claims that he has
or that he may have against the Company,  its  affiliates  or parent  companies,
whether or not arising from this  Agreement,  shall not  constitute a defense to
the enforcement by the Company of this Section 10.

         SECTION 11. REASONABLENESS. Executive has carefully read and considered
the provisions of Sections 10 and 11 hereof and, having done so, agrees that the
restrictions set forth in such sections, including, but not limited to, the time
period of restriction, the geographical areas of restriction, and the definition
of  Company  Products  set  forth  therein,  are  fair  and  reasonable  and are
reasonably  required for the protection of the legitimate  business interests of
the Company,  and further that the  geographical  areas of restriction set forth
therein  accurately reflect the area in which he will be actively engaged in the
performance of services.

     SECTION 12. NO INCONSISTENT OBLIGATIONS.  Executive represents and warrants
that no action  required  of him under this  Employment  Agreement  or any other
agreements  or  understandings,  written or oral,  entered into with the Company
will  conflict  with,  breach  or  otherwise  impair  any  previously   existing
agreements or understandings,  whether written or oral, into which Executive has
entered with other  persons or entities,  including  agreements  with respect to
proprietary information or non-competition.

     SECTION 13. NOTICES. Any notice to be given hereunder shall be deemed to be
given when  delivered by hand or by overnight  courier to the party for whom the
notice is intended,  or three (3) days after  notice is placed in the U.S.  mail
properly  addressed to the party for whom notice is intended,  at the  following
address:

If to the Company:          Smart Choice Automotive Group, Inc.
                            5200 S. Washington Avenue
                            Titusville, Florida 32780
                            Attention: Gary Smith

If to Executive:            Joseph Alvarez
                            5200 S. Washington Avenue
                            Titusville, Florida 32780

     SECTION 14.  BINDING EFFECT AND GOVERNING  LAW. This  Employment  Agreement
supersedes  all prior  understandings  and  agreements  between the parties with
respect to the subject matter hereof. This Employment Agreement shall be binding
upon the legal representatives,  heirs, distributees,  successors and assigns of
the parties.  The  Employment  Agreement  contains  the entire  agreement of the
parties,  and may not be changed  orally but only in writing signed by the party
against  whom  enforcement  of any such  change is sought.  It is agreed  that a
waiver by either party of a breach of any provision of this Employment Agreement
shall not be operated or be  construed as a waiver of any  subsequent  breach by
that same party. This Employment  Agreement shall be governed by the laws of the
State of Florida.

     SECTION 15. SEVERABILITY. In the event that any terms or provisions of this
Employment  Agreement shall be held to be invalid or unenforceable by a court of
competent jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remaining terms and provisions hereof.

     SECTION 16.  ASSIGNABILITY.  The rights or  obligations  contained  in this
Employment  Agreement  shall not be  assigned,  transferred,  or  divided in any
manner by Executive or Company,  without the prior written consent of the other;
provided, however, that nothing in this Section 18 shall preclude: (i) Executive
from designating a beneficiary to receive any benefits hereunder upon his death,
or the executors,  administrator or other legal  representatives of Executive or
his  estate  from  assigning  any rights  hereunder  to the  person(s)  entitled
thereto;  or (ii) the Company's right to assign this  Employment  Agreement to a
related   entity   subsequent   to  any  merger,   stock  for  stock   exchange,
reorganization,  or otherwise as set forth in Section 11f.  Notwithstanding  the
foregoing,  this  Employment  Agreement  shall be binding on any entity which by
purchase of assets, merger, or otherwise, becomes a successor to the business of
the Company.

     SECTION 17.  DIRECTOR & OFFICER  LIABILITY  INSURANCE.  The  Company  shall
obtain  Director  &  Officer  Liability  Insurance  of a type  that is usual and
customary for businesses similar to Company.

     SECTION 18. HEADINGS.  The headings of paragraph herein are included solely
for convenience of reference and shall not control the meaning or interpretation
and performance of any of the provisions of this Employment Agreement.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Employment
Agreement to be executed the day and year first above written.

                                 COMPANY:

                                 SMART CHOICE AUTOMOTIVE GROUP, INC.

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

                                 EXECUTIVE:

                                 /s/ Joseph Alvarez
                                 ------------------
                                 Joseph Alvarez