EXHIBIT 10.68

                                     NISSAN
                     DEALER TERM SALES AND SERVICE AGREEMENT


THIS  AGREEMENT  is entered into  effective  the day last set forth below by and
between the Nissan Division of NISSAN MOTOR  CORPORATION IN U.S.A., a California
corporation,  hereinafter  called "Seller," and the entities and natural persons
identified in the Final Article of this Agreement.


                                  INTRODUCTION

The purpose of this Agreement is to establish Dealer as an authorized  dealer of
Nissan  Products and to provide for the sale and servicing of Nissan Products in
a manner that will best serve owners,  potential owners and purchasers of Nissan
Products as well as the interests of Seller,  Dealer and other Authorized Nissan
Dealers.  This  Agreement  sets forth:  the rights which Dealer will enjoy as an
Authorized  Nissan  Dealer;  the   responsibilities   which  Dealer  assumes  in
consideration  of its receipt of these rights;  and the  respective  conditions,
rights and  obligations  of Seller and Dealer  that apply to  Seller's  grant to
Dealer of such rights and Dealer's  assumption of such  responsibilities.  It is
understood that each term and undertaking hereinafter described is material, and
relied upon, as the quid pro quo and consideration for this Agreement.

This is a personal  services  Agreement.  In entering  into this  Agreement  and
appointing Dealer as provided below, Seller is relying, among other things, upon
the  personal  qualifications,  expertise,  reputation,  integrity,  experience,
ability and representations of the individual named in the Final Article of this
Agreement as Dealer  Principal (the "Dealer  Principal") the individual named in
the Final Article of this Agreement as Executive Manager and the representations
of Smart Choice Automotive Group, Inc. ("SMCH"),  Smart Cars, Inc. ("Smart Cars,
Inc."),  and the Dealer. In addition to Dealer,  Seller intends to look to SMCH,
Smart  Cars,  Inc.,  the Dealer  Principal  and the  Executive  Manager  for the
performance of Dealer's obligations hereunder.

Nissan Products are intended for  discriminate  owners with the expectation that
such owners will be loyal and proud, but also demanding toward Seller and Dealer
with  respect  to Nissan  Products  and the  manner  in which  they are sold and
serviced.  Owners,  potential  owners  and  purchasers  of Nissan  Products  are
expected to want,  and are entitled to do business  with,  dealers who enjoy the
highest  reputation in their  communities and have well located,  attractive and
efficient places of business,  courteous  personnel and outstanding  service and
parts facilities.  Nissan Products must be sold by enthusiastic  dealers who are
not  interested  in short term  results only but are willing to look toward long
term goals and who are  devoted to creating  and  maintaining  a positive  total
ownership  experience  for  owners  of Nissan  Products.  Seller's  standard  of
excellence  for Nissan  Products must be matched by the dealers who sell them to
the public and who service them during their operative lives.

Achievement   of  the  purposes  of  this  Agreement  is  premised  upon  mutual
understanding and cooperation between Seller and Dealer. Dealer has entered into
this  Agreement in reliance upon Seller's  integrity and expressed  intention to
deal fairly with Dealer and the consuming  public.  Seller has entered into this
Agreement in reliance upon the integrity and ability of the Dealer Principal and
Executive  Manager  and  their  expressed  intention  to deal  fairly  with  the
consuming public and Seller.

It is the  responsibility  of Seller to market Nissan  Products  throughout  the
Territory.  It is the  responsibility  of Dealer to actively  promote the retail
sale of Nissan Products and to provide courteous and efficient service of Nissan
Products.  The  success of both  Seller and Dealer  will depend on how well they
each fulfill  their  respective  responsibilities  under this  Agreement.  It is
recognized  that:  Seller will endeavor to provide  motor  vehicles of excellent
quality and workmanship and to establish a network of Authorized  Nissan Dealers
that can provide an  outstanding  sales and service  effort at the retail level;
and Dealer will  endeavor to fulfill its  responsibilities  through  aggressive,
sound,  ethical selling practices and through  conscientious regard for customer
service in all aspects of its Nissan Dealership Operations.

Seller and Dealer shall  refrain from  engaging in conduct or  activities  which
might be  detrimental  to or reflect  adversely  upon the  reputation of Seller,
Dealer  or Nissan  Products  and shall  engage  in no  discourteous,  deceptive,
misleading or unethical practices or activities.

For consistency  and clarity,  terms which are used frequently in this Agreement
have been defined in Section 1 of the Standard Provisions. All terms used herein
which are defined in the Standard  Provisions  shall have the meaning  stated in
said  Standard  Provisions.  These  definitions  should be read  carefully for a
proper understanding of the provisions in which they appear.

To achieve the  purposes  referred to above,  Seller,  SMCH,  Smart Cars,  Inc.,
Dealer, the Dealer Principal and the Executive Manager agree as follows:


         ARTICLE FIRST: Appointment of Dealer

         Subject to the conditions and provisions of this Agreement, Seller:

         (a) appoints  Dealer as an  Authorized  Nissan Dealer and grants Dealer
the  non-exclusive  right to buy from Seller those Nissan Products  specified in
Dealer's current Product Addendum hereto, for resale, rental or lease at or from
the Dealership Locations  established and described in accordance with Section 2
of the Standard Provisions; and

         (b) grants Dealer a non-exclusive  right,  subject to and in accordance
with Section 6.K of the Standard Provisions, to identify itself as an Authorized
Nissan  Dealer,  to display the Nissan  Marks in the  conduct of its  Dealership
Operations and to use the Nissan Marks in the advertising, promotion and sale of
Nissan Products in the manner provided in this Agreement.

         ARTICLE SECOND: Assumption of Responsibilities by Dealer

Dealer hereby accepts from Seller its appointment as an Authorized Nissan Dealer
and, in consideration of its appointment and subject to the other conditions and
provisions of this Agreement, hereby assumes the responsibility for:

         (a) establishing and maintaining at the Dealership  Location the 
Dealership Facilities in accordance with Section 2 of the Standard Provisions;

         (b)  actively and  effectively  promoting  the sale at retail (and,  if
Dealer  elects,  the  leasing  and rental) of Nissan  Vehicles  within  Dealer's
Primary Market Area in accordance with Section 3 of the Standard Provisions;

         (c) servicing Nissan Vehicles and for selling and servicing Accessories
in accordance with Section 5 of the Standard Provisions;

         (d)  building  and  maintaining  consumer  confidence  in Dealer and in
accordance with Section 5 of the Standard Provisions; and

         (e)  performance of the additional  responsibilities  set forth in this
Agreement, including those specified in Section 6 of the Standard Provisions.


         ARTICLE THIRD: Ownership

         (a) Owners.  This Agreement has been entered into by Seller in reliance
upon, and in consideration of; among other things, the personal  qualifications,
expertise,  reputation,  integrity, experience, ability and representations with
respect  thereto of tile Dealer  Principal  and  Executive  Manager named in the
Final Article of this  Agreement and in reliance  upon the  representations  and
agreements of SMCH, Smart Cars, Inc., and Dealer as follows:

          (i) Smart Cars,  Inc., will at all times own 100% of the capital stock
     of Dealer and Dealer will at all times be maintained as a separate entity.

          (ii) The officers of Dealer are as set forth in attached Schedule "A".

          (iii) Smart Choice  Automotive  Group Inc.,  ("SMCH") owns 100% of the
     outstanding  stock of Smart Cars,  Inc.,  and First  Choice  Stuart 1, Inc.
     ("Stuart" or "Dealer"). (see Attachment "A" attached).

         (b) Changes in Ownership.  In view of tile fact that this is a personal
services  agreement with the Dealer Principal and Executive  Manager and in view
of its  objectives  and purposes,  this  Agreement and the rights and privileges
conferred on Dealer  hereunder are not  assignable,  transferable  or salable by
SMCH,  Smart Cars,  Inc.,  and Dealer,  and no property  right or interest is or
shall be deemed to be sold,  conveyed or transferred to SMCH,  Smart Cars,  Inc.
and Dealer under this Agreement.  SMCH,  Smart Cars,  Inc.,  Dealer,  the Dealer
Principal and the Executive  Manager agree that any change in tile  ownership of
Dealer or in Smart Cars,  Inc.,  other than specified  herein requires the prior
written  consent  of Seller IF DEALER  DESIRES  TO REMAIN AN  AUTHORIZED  NISSAN
DEALER and that without the prior written consent of Seller:

          (i) no sale,  pledge,  hypothecation  or other  transfer of any of the
currently  outstanding  capital stock or partnership  interest of Dealer will be
made  and no  additional  shares  of  capital  stock,  partnership  interest  or
securities convertible into shares of capital stock, of Dealer will be issued or
sold.

         (ii) no sale,  pledge,  hypothecation  or other  transfer of any of the
currently outstanding capital stock of Smart Cars, Inc., and Dealer will be made
and no additional  shares of capital stock,  partnership  interest or securities
convertible  into shares of capital stock, of Smart Cars,  Inc., and Dealer will
be issued or sold.

         (iii) neither Dealer nor Smart Cars, Inc., will be merged with or into,
or consolidate with, any other entity and none of the principal assets necessary
for the performance of Dealer's  obligations  under this Agreement will be sold,
transferred or assigned.

         (iv) Smart Cars, Inc., will not enter into any transaction,  including,
without limitation, any sale, pledge,  hypothecation or other transfer of any of
the currently  outstanding  capital stock of Smart Cars,  Inc., and Dealer,  the
issuance or sale of additional shares of capital stock,  partnership interest or
securities  convertible  into shares of capital stock, of Smart Cars,  Inc., and
Dealer,  or the merger of Smart  Cars,  Inc.,  and Dealer  with or into,  or the
consolidation  of Smart Cars,  Inc.,  and Dealer with any other entity,  if as a
result of such  transaction,  the Smart Cars, Inc., and Dealer will cease to own
at least 100% of the capital stock or interest of Dealer.

         (v) If any person or entity,  acquires  more than 20% of SMCH's  common
stock issued and outstanding at any time and Nissan  determines that such person
or  entity  does not have  interests  compatible  with  those of  Nissan,  or is
otherwise not qualified to have an ownership interest in a Nissan dealership (an
"Adverse  Person"),  SMCH must  terminate its dealer  agreements  with Nissan or
transfer the Nissan  dealerships  to a third party  acceptable to Nissan unless,
within 90 days after  Nissan's  determination,  the adverse  Person's  ownership
interest is reduced to less than 20%.

         Any  transaction  involving the capital  stock of Smart Cars, Inc., and
Dealer which does not violate  subparagraph  (iv) above may be effected  without
obtaining  the  prior  written  consent  of  Seller  and  without  triggering  a
termination event under Section 12.A.(2) of the Standard Provisions.

         Dealer shall give Seller  prior  notice of any proposed  change in said
ownership  requiring the consent of Seller and immediate  notice of the death or
incapacity of any Dealer Principal or Executive Manager.  No such change, and no
assignment  of this  Agreement  or of any  right or  interest  herein,  shall be
effective  against Seller unless and until embodied in an appropriate  amendment
to or  assignment  of this  Agreement,  as the case may be,  duly  executed  and
delivered  by Seller and by Dealer.  Seller  shall  not,  however,  unreasonably
withhold  its consent to any such  change,  subject to Seller's  Rights of First
Refusal  set forth in  Article  Tenth of this  Agreement.  Seller  shall have no
obligation  to transact  business  with any person who is not named  either as a
Dealer  Principal or Executive  Manager of Dealer hereunder or otherwise to give
effect to any proposed sale or transfer of the ownership,  partnership  interest
or  management  of Dealer  and Smart  Cars,  Inc.,  (other  than  changes in the
ownership of Smart Cars,  Inc. and Dealer which are expressly  permitted by this
Article  Third) prior to having  concluded the  evaluation of such a proposal as
provided in Section 15 of the Standard Provisions.  Dealer acknowledges Seller's
right to require  consent to any change in the  ownership of Dealer,  and agrees
that any change or transfer  without such consent from Seller is void, and of no
force and effect,  and grounds for  termination.  SMCH,  Smart Cars,  Inc.,  and
Dealer  further  agree  that  they  will not  challenge,  contest,  dispute,  or
litigate:

         (i)  any  action  taken  by  Seller  (including,   without  limitation,
termination of this  Agreement) in response to an attempt to transfer  ownership
of Dealer (except as provided by this Agreement) without Seller's consent; or

         (ii) any decisions by Seller to withhold  consent to a proposed  change
in ownership of Dealer.

         The stock certificates  representing the stock or analogous  instrument
demonstrating  ownership of Dealer and Smart Cars, Inc., will have legends which
notify a potential  purchaser of such stock of the  limitations  on transfer set
forth in this Article Third.  Dealer,  and Smart Cars, Inc.  represent and agree
that none of Smart Cars,  Inc., or Dealer will register their capital stock,  or
securities convertible into their capital stock for sale or resale to the public
under any state or federal  securities  laws. Smart Cars, Inc., and Dealer agree
that no capital stock, or securities  convertible  into capital stock, of Dealer
will be issued,  sold or otherwise  transferred by Dealer and Smart Cars,  Inc.,
directly or indirectly, to any automobile manufacturer,  automobile distributor,
any motor vehicle dealer,  any other person who could reasonably be considered a
competitor  or potential  competitor  of Seller,  or any affiliate of any of the
foregoing. However, with the exception of the immediately preceding sentence and
the stock restriction set forth in Article Third (b)(v),  Nissan does not intend
to restrict the transfer of equity or interests in SMCH.

         ARTICLE FOURTH: Management

         (a) This  Agreement  has been entered into by Seller in reliance  upon,
and in  consideration  of;  among other  things,  the  personal  qualifications,
expertise,  reputation,  integrity, experience, ability and representations with
respect thereto of the person named as Dealer  Principal in the Final Article of
this Agreement and in reliance on the following  representations  and agreements
of Smart Cars, Inc., and Dealer that:

          (i)  Executive  Manager will devote 100% of his time to the affairs of
               Dealer.

         (b) Dealer.  Seller and Dealer  agree that the  retention  by Dealer of
qualified  management is of critical  importance to the successful  operation of
Dealer and to the  achievement of the purposes and objectives of this Agreement.
This  Agreement  has been  entered  into by  Seller  in  reliance  upon,  and in
consideration of; among other things,  the personal  qualifications,  expertise,
reputation,  integrity,  experience,  ability and  representations  with respect
thereto of the persons named as Dealer  Principal  and Executive  Manager in the
Final Article of this Agreement and in reliance on the following representations
and agreements of SMCH, Smart Cars, Inc., and Dealer, that:

         (i) There must be an approved Executive Manager,  acceptable to Nissan,
employed by Dealer. As long as Smith is employed by Smart Cars, Inc., and DeRita
or  Executive  Manager is employed by Dealer,  they will have full and  complete
control over the Dealership Operations,  subject only to the powers of the Board
of Directors  of Dealer to manage the  business and affairs of Dealer,  and they
will at all times be members of the Board of Directors  of Dealer.  In addition,
any replacements  for Gary R. Smith and Executive  Manager will, so long as such
replacements are employed by SMCH,  Smart Cars, Inc., and Dealer,  have full and
complete control over the Dealership  Operations,  subject only to the powers of
the Board of  Directors  of Dealer to manage the business and affairs of Dealer,
and such  replacements will at all times be members of the Board of Directors of
Dealer.

         (ii) the Board of Directors of Dealer shall  delegate the management of
the  Dealership  Operations to the Executive  Manager,  and SMCH and Smart Cars,
Inc., will not amend its Certificate of Incorporation or By-laws to provide that
its Board of  Directors  is  entitled to exercise  any  extraordinary  powers or
interfere unduly in the Dealership Operations.

         (iii) Executive Manager,  subject to any other obligations set forth in
this Agreement, shall continually provide his personal services in operating the
dealership  and will be  physically  present at the  Dealership  Facilities on a
full-time basis.

          (c) Changes in Management. In view of the fact that this is a personal
services  Agreement with the Dealer Principal and Executive  Manager and in view
of its  objectives  and purposes,  Dealer and Smart Cars,  Inc.,  agree that any
change in the Dealer  Principal or Executive  Manager from that specified in the
Final Article of this Agreement requires the prior written consent of Seller. In
addition,  SMCH,  Smart Cars,  Inc.,  and Dealer  agree that no chief  executive
officer, or person performing services and having responsibilities  similar to a
chief executive  officer,  of Smart Cars,  Inc., will be appointed,  directly or
indirectly,  without  the prior  written  consent of Seller.  Dealer  shall give
Seller  prior  notice of any  proposed  change in Dealer  Principal or Executive
Manager or the  appointment of any chief  executive or similar  officer of Smart
Cars,  Inc.,  and  immediate  notice of the death or  incapacity  of any  Dealer
Principal  or  Executive  Manager.  No change in Dealer  Principal  or Executive
Manager and no  appointment  of a chief  executive  or similar  officer of Smart
Cars,  Inc.  shall be  effective  unless and until  embodied  in an  appropriate
amendment to this  Agreement  duly  executed and delivered by all of the parties
hereto. Subject to the foregoing,  Dealer and Smart Cars, Inc., shall make their
own,  independent  decisions  concerning the hiring and firing of its employees,
including, without limitation, the Dealer Principal and Executive Manager.

         Dealer shall give Seller prior written notice of any proposed change in
Dealer  -Principal  or Executive  Manager and  immediate  notice of the death or
incapacity  of  Dealer  Principal  or  Executive  Manager.  No  change in Dealer
Principal or Executive  Manager shall be effective  unless and until embodied in
an appropriate amendment to this Agreement duly executed and delivered by all of
the parties hereto.  Dealer acknowledges Seller's right (as set forth herein and
in the Standard  Provisions) to require  consent to any change in the management
of Dealer and Smart Cars,  Inc.,  and agrees that a change  without such consent
from Seller is void, of no force and effect, and grounds for termination.  SMCH,
Smart  Cars,  Inc.,  and  Dealer  further  agree  that they will not  challenge,
contest, dispute, or litigate:

         (i)  any  action  taken  by  Seller  (including,   without  limitation,
termination  of  this  Agreement)  in  response  to an  attempt  to  change  the
management of Dealer without Seller's consent; or

         (ii) any decision by Seller to withhold consent to a proposed change in
management of Dealer; or

         (iii) any  decision  by  Seller  to  withhold  approval  of a  proposed
management candidate.

To enable  Seller to evaluate  and  respond to Dealer  concerning  any  proposed
change in Dealer Principal or Executive  Manager or the appointment of any chief
executive or similar  officer of Smart Cars,  Inc.; SMCH and Smart Cars,  Inc.,
agree to provide,  in the form requested by Seller and in a timely  manner,  all
applications  and  information  customarily  requested by Seller to evaluate the
proposed change. While Seller shall not unreasonably withhold its consent to any
such change, it is agreed that any successor Dealer Principal, Executive Manager
or chief executive or similar officer of Smart Cars, Inc., must possess personal
qualifications,  expertise, reputation,  integrity, experience and ability which
are, in the opinion of Seller,  satisfactory.  Seller will determine whether, in
its  opinion,  the  proposed  change  or  appointment  is  likely to result in a
successful dealership operation with capable management that will satisfactorily
perform  Dealer's  obligations  under  this  Agreement.  Seller  shall  have  no
obligation  to  transact  business  with any person who is not named as a Dealer
Principal or Executive Manager of Dealer hereunder prior to having concluded its
evaluation of such person.

         Any  successor  Dealer  Principal  or  Executive  Manager and any chief
executive  or  similar  officer of Smart  Cars,  Inc.,  must meet the  following
minimum requirements in order to be submitted to Seller for approval:

         (i) At least  three  years of  experience  as a general  manager  of an
automobile dealer in a major metropolitan area or similar position involving all
aspects  of  the  day-to-day   operations  of  such  an  automobile   dealership
(including,  without limitation,  new and used vehicle sales, service, parts and
administration); and

         (ii) A demonstrated track record of success in his/her prior automobile
dealership activities as measured by the dealerships'  performance under his/her
management.  The dealership(s) shall have consistently demonstrated at least the
following:

          1. An above average level of sales  performance  when measured against
     regional  or  zone  averages  and as  measured  against  sales  performance
     objectives established by the manufacturer; and

          2. An above  average  level of  customer  satisfaction  when  measured
     against regional or zone averages for the make; and

          3. A history of cooperation  and good  relations with  manufacturer(s)
     and/or distributor(s).

         (d)  Evaluation  of  Management.   Dealer  and  Seller  understand  and
acknowledge that the personal qualifications,  expertise, reputation, integrity,
experience and ability of the Dealer  Principal and Executive  Manager and their
ability to  effectively  manage  Dealer's  day-to-day  Dealership  Operations is
critical  to the  success of Dealer in  performing  its  obligations  under this
Agreement.  Seller may from time to time develop standards and/or procedures for
evaluating the performance of the Dealer Principal and Executive  Manager and of
Dealer's  personnel  generally.  Seller  may,  from time to time,  evaluate  the
performance  of the Dealer  Principal  and  Executive  Manager  and will  advise
Dealer,  the Dealer  Principal and the Executive  Manager of the results of such
evaluations and the way in which any deficiencies affect Dealer's performance of
its obligations under this Agreement.

         (e) Compensation of Executive  Manager.  Executive  Manager will have a
substantial  portion of his compensation  tied to Dealer's  overall  performance
with respect to objectives for sales,  market  penetration and customer  service
which will be established at quarterly intervals.


         ARTICLE FIFTH: Additional Provisions

The  additional  provisions  set forth in the attached  "Nissan Dealer Sales and
Service Agreement  Standard  Provisions,"  bearing form number  NDA-45/9-88,  as
amended  in  Article  Thirteenth  of this  Agreement,  and  excepting  only  the
provisions  contained in Sections 4, 14 and 16, are hereby  incorporated  in and
made a part of this  Agreement.  The Notice of Primary  Market Area,  Dealership
Facilities  Addendum,  Product  Addendum,  Dealership  Identification  Addendum,
Holding Company Addendum,  if applicable,  and all Guides and Standards referred
to in this Agreement (including  references contained in the Standard Provisions
referred to above) are hereby incorporated in and made a part of this Agreement.
Dealer  further  agrees to be bound by and comply  with:  the  Warranty  Manual;
Seller's  Manuals or  Instructions  heretofore or hereafter  issued by Seller to
Dealer; any amendment,  revision or supplement to any of the foregoing;  and any
other manuals heretofore or hereafter issued by Seller to Dealer.


         ARTICLE SIXTH: Termination of Prior Agreements

This Agreement  cancels,  supersedes and annuls all prior contracts,  agreements
and understandings  except as stated herein,  all negotiations,  representations
and understandings being merged herein. No waiver, modification or change of any
of the terms of this  Agreement or change or erasure of any printed part of this
Agreement  or addition to it (except  filling of blank spaces and lines) will be
valid or binding on Seller  unless  approved in writing by the  President  or an
authorized Vice President of Seller.


         ARTICLE SEVENTH: Term

This  Agreement  shall have a term  commencing on the effective date hereof and,
subject to its earlier  termination  in accordance  with the  provisions of this
Agreement,  expiring on the  expiration  date  indicated in the Final Article of
this Agreement.  Subject to other applicable  provisions hereof,  this Agreement
shall  automatically  terminate at the end of such  stipulated  term without any
action by Dealer, Seller or any of the other parties hereto.


         ARTICLE EIGHTH: License of Dealer

         If Dealer is  required  to secure or maintain a license for the conduct
of its business as  contemplated  by this Agreement in any state or jurisdiction
where any of its Dealership

Operations are to be conducted or any of its Dealership  Facilities are located,
this  Agreement  shall not be valid until and unless Dealer shall have furnished
Seller with  written  notice  specifying  the date and  number,  if any, of such
license or licenses issued to Dealer,  Dealer shall notify Seller immediately in
writing if Dealer shall fail to secure or maintain any and all such  licenses or
renewal  thereof  or, if such  license or  licenses  are  suspended  or revoked,
specifying the effective date of any such suspension or revocation.


         ARTICLE NINTH: Additional Representations and Warranties

         (a) All of the  representations  and  covenants  made to  Seller by the
other parties to this  Agreement have been made jointly and severally by each of
the parties hereto which has made any such representation or covenant.

        (b)  In  addition  to the  representations  set  forth  elsewhere  in  
this Agreement, SMCH, Smart Cars, Inc. and Dealer jointly and severally,
represent 10 Seller that:

         (i) All of the documents and correspondence provided to Seller by SMCH,
Smart Cars,  Inc., and Dealer,  or any of their agents in  connection  with the
solicitation of Seller's consent to this Agreement,  are true and correct copies
of such documents.

         (c) In addition to the covenants set forth elsewhere in this Agreement,
SMCH,  Smart Cars,  Inc., and Dealer,  jointly and severally,  agree with Seller
that:

         (i) Dealer will at all times be involved in the operation of the Nissan
dealership  currently  operated by it and Dealer will not conduct any other type
of business.

         (ii) No  distributions  will be made to the stockholders or partners of
Dealer and Smart Cars, Inc., if such distributions would cause Dealer to fail to
meet any of the Guides and Standards  relating to the  capitalization of Dealer.
In particular, Smart Cars, Inc., will not be permitted to voluntarily redeem any
of its preferred  stock,  if prior to and after giving effect to such redemption
Dealer fails to meet any of the Guides and Standards  relating to capitalization
of Dealer.

         (iii) SMCH, Smart Cars, Inc., and Dealer hereby, jointly and severally,
indemnify and hold harmless,  Seller,  its officers,  directors,  affiliates and
agents,  and each person who controls Seller within he meaning of the Securities
Act of 1933,  as amended  (the  "Act"),  from and  against  any and all  losses,
claims, damages or liabilities,  to which they or any of them may become subject
under the Act, the  Securities  Exchange Act of 1934,  as amended,  or any other
federal or state securities law, rule or regulation, at common law or otherwise,
insofar as such losses,  claims, damages or liabilities arise out of the sale by
SMCH,  Smart  Cars,  Inc.,  or Dealer  of any  securities.  The  indemnification
provided for in this  paragraph  shall be exclusive  of; and in addition to, any
indemnification pursuant to Section 10 of the Standard Provisions.

         (iv) One of the  conditions to the  effectiveness  of this Agreement by
Seller is the  delivery  of an opinion of counsel to all of the  parties  hereto
(other than Seller) to the effect that this Agreement has been duly executed and
delivered by each of the parties  thereto  (other than Seller) and is the legal,
valid and binding  obligation of each of such parties  enforceable in accordance
with its terms.


         ARTICLE TENTH: Right of First Refusal, Exclusivity

A.    Seller's Right of First Refusal, Exclusivity

         In addition to its rights under this Agreement, in the event that Smart
Cars,  Inc., or Dealer -should desire to enter into a transaction,  which if not
approved  by  Seller,  would  result in a breach of the  covenants  set forth in
Article Third, Sections (a)(i),  (a)(ii),  (a)(iii), or (b) of this Agreement or
in the event that any of the covenants set forth in the fourth full paragraph of
Article Third, Section (b), Article Fourth,  Section (a) (vii) or Article Ninth,
Section (c)(ii) of this Agreement are breached, Seller shall have the additional
right and  option to  purchase  the  dealership  assets or  ownership  interests
pursuant to this Article Tenth.

         (a) If Seller chooses to exercise its right of first  refusal,  it must
do so in its  written  refusal  to  consent  to the  proposed  sale or  transfer
pursuant  to  Section  15 of the  Standard  Provisions  or, if Section 15 of the
Standard  Provisions  does not  apply,  within  sixty  (60) days of  receipt  of
notification  that a event triggering  Seller's right of first refusal hereunder
has occurred. Dealer agrees not to complete any proposed change or sale prior to
the expiration of the period for exercise of Seller's right of first refusal and
without Seller's prior written consent. Such exercise shall be null arid void if
Dealer withdraws its proposal within thirty (30) days following Dealer's receipt
of Seller's notice exercising its rights of first refusal.

         (b) After being  exercised,  Seller's right to purchase may be assigned
to any party,  and Seller  hereby  agrees to  guarantee  the full payment of the
purchase price by such assignee.  Seller's rights under this Article Tenth shall
be binding on and  enforceable  against any assignee or successor in interest of
Dealer or  purchaser of Dealer's  assets.  Seller  shall have no  obligation  to
exercise its rights hereunder.

         (c) If Dealer has entered into a bona fide written  buy/sell  agreement
respecting its Nissan dealership,  Seller's right under this Article Tenth shall
be a  right  of  first  refusal,  enabling  Seller  to  assume  the  prospective
purchaser's  purchase rights and obligations under such buy/sell agreement.  The
purchase  price  and  other  terms  of sale  shall be  those  set  forth in such
agreement  and any related  documents.  Seller may request and Dealer  agrees to
provide  all other  documents  relating  to Dealer  and the  proposed  transfer,
including,  but not  limited  to,  those  reflecting  any  other  agreements  or
understandings  between the parties to the buy/sell  agreement If Dealer refuses
either  to  provide  such  documentation  or to  state in  writing  that no such
document exists, it shall be presumed that the agreement is not bona fide.

         (d) If Seller  determines  pursuant  to  paragraph  (c) above  that the
buy/sell agreement is not bona fide, Seller will so notify Dealer.  Dealer shall
have ten (10) days from its receipt of such notice  within which to withdraw its
proposal.  Seller's  exercise of its rights  hereunder shall be null and void if
Dealer  withdraws its proposal  within such time period.  If the proposal is not
withdrawn,  Seller shall have the option, but no obligation,  under this Article
Tenth to purchase  the  principal  assets of Dealer  utilized in the  Dealership
Operations,  including  real estate and  leasehold  interest or to purchase  the
ownership  interests of Dealer,  and to terminate  this Agreement and all rights
granted Dealer hereunder. If the Dealership Facilities are leased by Dealer from
an  affiliated  company,  the right to purchase  the  principal  assets,  or the
ownership interests,  of Dealer, shall include the right to lease the Dealership
Facilities.  The  purchase  price  shall be at the  then  fair  market  value as
determined  by an  independent  appraiser  selected  by  Seller  and  reasonably
acceptable  to Smart  Cars,  Inc.,  and the other  terms of sale  shall be those
agreed by Seller, Dealer and Smart Cars, Inc.,

         (e) Dealer  shall  transfer  the  affected  property  free and clear of
liens, claims, mortgages, and encumbrances.

         (f) In addition to any other  rights  Seller may have at law, in equity
or hereunder,  any  conveyance  of the  dealership in violation of this right of
first refusal shall be voidable by Seller.

         (g) In the  event  that  Seller  elects  not to  exercise  its right to
purchase  the  dealership  assets or the  ownership  interests of the Dealer and
Smart Cars, Inc.,  Dealer and Smart Cars, Inc., agree that it will offer to sell
such assets or interests to the Dealer's then current management team or to some
other  entity or persons  acceptable  to  Seller.  If such  individuals  are not
interested in such a transaction  and no other entity or individuals  acceptable
to Seller  can be found  then this  Agreement  will be  terminable  at  Seller's
option, by deliver of written notice to Dealer.

B. Right of First Refusal on Sale or Lease of Property to a Third Party.

         a) In  addition  to its  rights  under  Articles  Third and  Fourth and
Section 15 of the Standard Provisions,  Dealer agrees that should Dealer seek to
sell or lease all or substantially all of the Approved Site to a third party for
use as a Nissan New Motor Vehicle  Dealership,  Seller shall have the additional
right and option, but not the obligation, to purchase or lease the Approved Site
pursuant to this Article  Tenth. A sale or lease for use other than a Nissan New
Motor Vehicle Dealership is void.

         b) If Seller chooses to exercise its right of first refusal, it must do
so by written notice  delivered to Dealer within 60 days of Seller's  receipt of
notice of the proposed  sale or lease by Dealer.  Dealer  agrees not to complete
any proposed sale or lease prior to the expiration of the period for exercise of
Seller's right of first refusal and without Seller's prior written consent,  and
agrees to allow Seller to perform an environmental  study of the property.  Such
exercise  shall be null and void if Dealer  withdraws its sale or lease proposal
within thirty (30) days following Dealer's receipt of Seller's notice exercising
its right of first refusal.

         c) After being  exercised,  Seller's  right to purchase or lease may be
assigned to any party, and Seller hereby agrees to guarantee the full payment of
the purchase price or the rental payment by such assignee. Seller's rights under
this Article Tenth shall be binding on and  enforceable  against any assignee or
successor in interest of Dealer or purchaser  of Dealer's  assets.  Seller shall
have no obligation to exercise its rights hereunder,  and Seller may rescind its
offer  if  the  property  is  determined  to  be  contaminated  pursuant  to  an
environmental  study.  Such  contamination  shall be  deemed  a  breach  of this
agreement by dealer.

         d) Should Seller actually purchase or lease the facility,  Dealer shall
also furnish to Seller copies of any easements, licenses,  environmental studies
or other documents affecting the property.

         e) Dealer  shall  transfer  the  affected  property  by deed  conveying
marketable  title  free and clear of  liens,  claims,  mortgages,  encumbrances,
tenancies and occupancies,  or, if applicable,  by an assignment of any existing
lease.  The Warranty  Deed shall be in proper form for  recording.  Dealer shall
deliver complete  possession of the property at the time of delivery of the Deed
or  lease  assignment.  Dealer  shall  also  furnish  to  Seller  copies  of any
easements,  licenses, or other documents affecting the property and shall assign
any permits or licenses  which are necessary  for the conduct of the  Dealership
Operations.

         f) In addition to any other rights Seller may have at law, in equity or
hereunder,  any sale or lease of the Approved Site in violation of this right of
first refusal shall be voidable by Seller.

C.       Exclusivity Provisions.

         In order for Dealer to maintain  competitive  Dealership  Facilities to
effectively  market Nissan Products,  Dealer hereby agrees to abide by and never
challenge the following provisions (hereinafter "Exclusivity Provisions"). These
Exclusivity  Provisions  shall be  effective  on or before the  execution of the
Agreement,  and  continue  in  effect  thereafter  so  long  as  Dealer  (or its
principals) are authorized  Nissan dealers and these provisions shall be binding
on any successors-in-interest, assigns or purchasers of Dealer:

         a) The only line-make of new,  unused motor vehicles which Dealer shall
display and sell at the Dealership  Facilities shall be the Nissan line and make
of motor  vehicles.  Dealer shall not conduct any dealership  operations for any
other  make or line of new,  unused  vehicles  from  the  Dealership  Facilities
throughout the term of this Agreement.

         b) Dealer shall sell and  maintain a full line of Genuine  Nissan Parts
and  Accessories at the Dealership  Facilities and shall provide a full range of
automotive  servicing for Nissan vehicles at the Dealership  Facilities pursuant
to Section 5 of the Standard  Provisions  to the  Agreement.  Nothing  contained
herein,  however,  shall  preclude  Dealer from offering  parts,  accessories or
servicing  for  vehicles  of other  lines or makes so long as such  products  or
services are incidental to Dealer's Nissan Dealership Operations;

         c)  Dealer  shall not  advertise  or  promote  any make or line of new,
unused vehicles from the Dealership Facilities other than the Nissan line; and

         d)  Dealer  shall  not  install  or  maintain  any  sign at or near the
Dealership  Facilities  which would tend to lead the public into  believing that
any  line  or  make  of  vehicles  other  than  the  Nissan  line is sold at the
Dealership Facilities.


         ARTICLE ELEVENTH: Breach By Dealer

In the event (i) that any of the representations and warranties of Dealer, Smart
Cars, Inc., SMCH, Smith or Executive Manager,  contained in this Agreement shall
prove  not to have  been true and  correct  when  made or (ii) of any  breach or
violation of any of the  covenants  made by Dealer and Smart Cars,  Inc.,  SMCH,
Smith  or  Executive  Manager,  in  Articles  Third,  Fourth  and  Ninth of this
Agreement or (iii) of the occurrence of any of the events warranting termination
of this  Agreement  as set forth in  Section 1 2.A of the  Standard  Provisions,
Seller may terminate this  Agreement,  prior to the expiration  date hereof,  by
giving Dealer written notice thereof,  such termination to be effective upon the
date  specified  in such  notice,  or such latter date as may be required by any
applicable  statute  with the effect  set forth in  Section  13 of the  Standard
Provisions.

         ARTICLE TWELFTH: Execution of Agreement

         This  Agreement,  and any  Addendum or amendment or notice with respect
thereto,  shall be valid and binding on Seller only when it bears the  signature
of either the President or an authorized Vice President of Seller and, when such
signature is a facsimile,  the manual countersignature of an authorized employee
of Seller at the Director  level and a duplicate  original  thereof is delivered
personally or by mail to the  Dealership  Location.  This  Agreement  shall bind
Dealer and the other parties hereto only when it is signed by: a duly authorized
officer  or  executive  of Dealer  or such  party if a  corporation;  one of the
general  partners  of Dealer or such party if a  partnership;  or Dealer or such
party if an individual.

         ARTICLE THIRTEENTH: Amendments to Standard Provisions

         (a) Section 1.0 of the Standard Provisions is hereby amended to read as
follows:

         "0.  'Principal  Owners(s)'  shall  mean the  persons  named as  Dealer
Principal  in  the  Final  Article  of  this   Agreement   upon  whose  personal
qualifications,  expertise,  integrity,  experience, ability and representations
Seller has relied in entering into this Agreement."

         (b) Section 6.1 of the Standard Provisions is hereby amended to read as
follows:

         "Seller shall have the right,  at all  reasonable  times during regular
business hours, to inspect the Dealership  Facilities and to examine,  audit and
make and take copies of all records,  accounts and  supporting  data relating to
the sale,  sales  reporting,  service  and repair of Nissan  Products by Dealer.
Whenever possible, Seller shall attempt to provide Dealer with advance notice of
an audit or  examination  of  Dealer's  operations.  Seller  shall also have the
right,  at all reasonable  times during regular  business hours and upon advance
notice, to examine, audit and make and take copies of all records, accounts arid
supporting data of SMCH,  Smart Cars, Inc., and Dealer relating to the business,
ownership or operations of Dealer."

         (c) Section 1 2.A.(I) of the Standard  Provisions is hereby  amended to
read as follows:

         "(1) Any actual or attempted sale, transfer,  assignment or delegation,
whether by operation of law or otherwise,  by Dealer or Smart Cars,  Inc., Inc.,
of any interest in or right, privilege or obligation under this Agreement, or of
the principal assets necessary for the performance of Dealer's  responsibilities
under this  Agreement,  without,  in either case,  the prior written  consent of
Seller having been obtained, which consent shall not be unreasonably withheld;"

         (d) Section  12.A.(3) of the Standard  Provisions is hereby  amended to
read as follows:

         "(3) Removal,  resignation,  withdrawal or elimination  from Dealer for
any reason of the Executive  Manager;  provided,  however,  in each case, Seller
shall give  Dealer a  reasonable  period of time  within  which to replace  such
person with a individual  satisfactory  to Dealer as the case may be, and Seller
in accordance with Article Fourth of this Agreement; or the failure of Dealer to
retain an Executive  Manager  who, in  accordance  with  Article  Fourth of this
Agreement, in Seller's reasonable opinion, is competent, possesses the requisite
qualifications  for the position,  and who will act in a manner  consistent with
the continued interests of both Seller and Dealer."

         (e) Section 12.B.(2)(i) of the Standard Provisions is hereby amended to
read as follows:

         "(i) any dispute,  disagreement or controversy between or among Dealer,
Smart Cars,  Inc.,  Inc.,  or SMCH and any third party or between the owners and
management personnel of Dealer relating to the management or ownership of Dealer
and Smart Cars,  Inc.,  develops or exists which, in the reasonable  judgment of
Seller,  tends to adversely  affect the conduct of the Dealership  Operations or
the interests of Dealer or Seller, or"

         (f) Section  12.B.(2)(ii) of the Standard  Provisions is hereby amended
to read as follows:

         "(ii) any other act or activity of Dealer,  Smart  Cars,  Inc.,  and/or
SMCH, or any of their owners or management occurs,  which substantially  impairs
the  reputation  or  financial  standing  of  Dealer  or any  of its  management
subsequent to the execution of this Agreement:"

         (g) Exhibits A and B are hereby incorporated by reference.

      ARTICLE FOURTEENTH: Branding I Business Name

         The  parties  acknowledge  and agree that  Dealer  shall do business as
"Stuart  Nissan."  Dealer  agrees to include in its  promotional,  marketing and
advertising efforts the approved name of the Dealership or another name approved
by Nissan that includes the Nissan name.  In all  television,  radio,  print and
other  advertising  and  marketing  conducted  by dealer,  Dealer shall refer to
itself as "Stuart Nissan" or such other approved name. Dealer shall actively and
effectively  promote  primarily the "Nissan" name. Under no circumstances  shall
the name  "Nissan" be  subordinated  to or promoted less  aggressively  than any
other name (eg. "SMCH") by Dealer.

         ARTICLE FIFTEENTH: Special Conditions

         (a)      Adequate Representation of Entire Line of Nissan Vehicles

Dealer shall actively and  effectively  promote the sale of Nissan's entire line
of vehicles and  products to customers  located  throughout  the Primary  Market
Area. In evaluating  Dealer's  sales  performance,  in addition to those factors
established  in  the  Standard   Provisions,   Nissan  will  evaluate   Dealer's
performance  by vehicle  segment.  Dealer is obligated to  adequately  represent
Nissan in each and every model line.  Adequate  representation  is the higher of
national,  regional, state or DMA average,  adjusted for segment popularity,  as
set forth in the Business plan.

         (b)      Nissan Products

The  definition  of "Nissan  Products" in the Standard  Provisions is amended to
mean  Nissan  Vehicles  (defined  as Nissan  Cars and  Nissan  Trucks as well as
"near-new" Nissan Vehicles of the current and three prior model years),  Genuine
Parts and Accessories, Nissan Security+Plus and such other products and services
offered by Nissan to Dealer and designated by Nissan as a Nissan Product. Dealer
shall   actively  and   effectively   promote  the  sale  of  Nissan   Products.
Effectiveness  with  respect to Nissan  Security+Plus  sales is  measured by the
ratio of  Security+Plus  sales to new vehicles sales,  compared to the higher of
national, regional, state or DMA average as set forth in the Business plan.

         (c)      Dispute Resolution Process

                  The parties  acknowledge that, at the state and federal level,
various courts and agencies would, in the absence of this Article Fifteenth (c),
be  available  to them to resolve  claims or  controversies  which  might  arise
between them. The parties agree that it is inconsistent with their  relationship
for either to use courts or  governmental  agencies  to resolve  such  claims or
controversies.

                  THEREFORE, CONSISTENT WITH THE PROVISIONS OF THE UNITED STATES
ARBITRATION ACT (9 U.S.C.  SEC. 1 ET SEQ.),  THE PARTIES TO THIS AGREEMENT AGREE
THAT THE DISPUTE  RESOLUTION  PROCESS  OUTLINED IN THIS SECTION,  WHICH INCLUDES
BINDING ARBITRATION, SHALL BE THE EXCLUSIVE MECHANISM FOR RESOLVING ANY DISPUTE,
CONTROVERSY  OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR
TO THE  RELATIONSHIP  BETWEEN THE PARTIES,  INCLUDING  BUT NOT LIMITED TO CLAIMS
UNDER ANY STATE OR FEDERAL STATUTES (HEREINAFTER "DISPUTES").
Section 16 of the Standard Provisions is deleted in its entirety.
There are two steps in the Dispute  Resolution  Process:  Mediation  and Binding
Arbitration. All Disputes must first be submitted to Mediation, unless that step
is waived by written agreement of the parties. Mediation is conducted by a panel
consisting of an equal number of  representatives  of the parties  designated by
Nissan and selected by Dealer.  The Mediation  Panel will evaluate each position
and recommend a solution. This recommended solution is not binding.

If a dispute has not been resolved after Mediation, or if Dealer and Nissan have
agreed in 'writing to waive  Mediation,  the Dispute  will be settled by Binding
Arbitration.  SPECIFICALLY,  THE PARTIES  AGREE TO RESOLVE ALL SUCH  DISPUTES BY
BINDING  ARBITRATION  CONDUCTED IN ACCORDANCE  WITH THE  COMMERCIAL  ARBITRATION
PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION, WITH THE PREVAILING PARTY TO
RECOVER ITS COSTS AND  ATTORNEY'S  FEES FROM THE OTHER  PARTY.  ALL  ARBITRATION
AWARDS ARE  BINDING  AND  NON-APPEALABLE,  EXCEPT AS  OTHERWISE  PROVIDED IN THE
UNITED STATES  ARBITRATION ACT.  JUDGMENT UPON ANY SUCH AWARD MAY BE ENTERED AND
ENFORCED TN ANY COURT HAVING JURISDICTION.

         (d)      Business Plan

         Dealer and Nissan shall execute a Business  Plan in the form  specified
in the Business Planning Process Workbook that describes how Dealer will fulfill
it sales, service, customer relations and other commitments hereunder, including
heightened performance standards that Dealer commits to meet;

         (e)      Option to Purchase

         If the Dealer  Agreement is to expire or be terminated;  i) Voluntarily
by Dealer;  ii) By Nissan upon the occurrence of any of the events  specified in
Section 12A. of the Standard  Provisions to the Agreement (as modified  herein);
or iii) As a result of the death or physical or mental  incapacity  of Principal
Owners,  Nissan  has the  option  to  Purchase  the  principal  assets of Dealer
utilized in the dealership business,  including such real property as Nissan may
elect to  purchase,  and cancel the  Agreement  and all  rights  granted  Dealer
thereunder.  The purchase price of the  dealership  assets and real property and
other  terms will be  determined  by  agreement  between  the parties or, if the
parties are unable to reach  agreement  in a  reasonable  time,  by  arbitration
pursuant to the Dispute Resolution  Process  established in Paragraph 12 hereof.
Nissan must advise  Dealer of its intent to exercise  this option within 30 days
after one party  notifies  the other of its intent to terminate  the  Agreement.
Nissan may  assign  its right to  exercise  its  option to  purchase  under this
paragraph to any third party.



<PAGE>



                                  FINAL ARTICLE

The Dealer is First Choice Stuart 1, Inc., a  corporation  formed under the laws
of the State of Florida doing  business as Stuart  Nissan.  Dealer is located in
Stuart, Florida.


The  other  parties  to this  Agreement  are  SMART  CARS,  INC.  a  corporation
incorporated  under the laws of the State of Florida and SMART CHOICE AUTOMOTIVE
GROUP, INC. a corporation  incorporated  under the laws of the State of Florida,
and Gary R. Smith.

The Dealer Principal is Gary R. Smith.

The Executive Manager is Thomas DeRita.

Expiration Date:                                 August 19, 2002
Working Capital Guide Requirement:               $    492,300
Net Worth Guide Requirement:                     $    746,800
Flooring Line:                                   $ 2 ,031,115


IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Agreement  in
triplicate effective as of the 29th day of August, 1997 at Carson, California.

SELLER:
NISSAN DIVISION
NISSAN MOTOR CORPORATION IN USA


By: /s/ Thomas H. Eastwood             By: /s/ Thomas P. Hushek
--------------------------             -------------------------
Thomas H. Eastwood                     Thomas P. Hushek
Vice President                         Regional Vice President


SMART CHOICE AUTOMOTIVE GROUP, INC.


By:  /s/ Gary R. Smith
----------------------
           Gary R. Smith
Its:       Chairman and CEO


SMART CARS, INC.


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


FIRST CHOICE STUART 1, INC.


By: /s/ Gary R. Smith
---------------------
           Gary R. Smith
Its:       Dealer Principal


<PAGE>


                    Attachment A
             First Choice Stuart 1, Inc.
    Nissan Dealer Term Sales & Service Agreement


             First Choice Stuart 1, Inc.
                     100% Owner

                  Smart Cars, Inc.
                     100% Owner

         Smart Choice Automotive Group, Inc.
            See Schedule B for Ownership




<PAGE>



                     Schedule A
             First Choice Stuart 1, Inc.
                      Officers


 President             Gary R. Smith
 Vice President        Thomas DeRita
 Vice President        Joseph A. Alvarez
 Secretary             James Neal Hutchinson, Jr.
 Treasurer             Gary R. Smith


<PAGE>


                     Schedule B
            Smart Choice Automotive Group
                 Major Stockholders


Shareholder               Shares          % of Total
-----------               ------          ----------

Ralph H. Eckler           575,375            6.7%
Thomas E. Conlan          588,694            6.8%
Gerald Parker             588,695            6.8%