EXHIBIT 10.13

This instrument prepared by:

Joel E. Boyd, Esq.
DEAN, MEAD, SPIELVOGEL, GOLDMAN
   & BOYD
7380 Murrell Road, Suite 100
Melbourne, Florida 32940


THIS IS A  BALLOON  MORTGAGE  AND THE  FINAL  PAYMENT  OF THE  BALANCE  DUE UPON
MATURITY IS  $2,406,666.62,  TOGETHER  WITH  ACCRUED  INTEREST,  IF ANY, AND ALL
ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.


                   MODIFICATION OF MORTGAGE AND MORTGAGE NOTE
                             AND EXTENSION AGREEMENT

     THIS  MODIFICATION  OF MORTGAGE AND MORTGAGE NOTE AND EXTENSION  AGREEMENT,
entered  into this 30th day of  December,  1997 by and  between  THE  HUNTINGTON
NATIONAL BANK, a national banking  corporation,  whose address is 685 S. Babcock
Street,  Melbourne,  Florida 32901, hereinafter referred to as "Mortgagee";  and
SMART CHOICE AUTOMOTIVE  GROUP,  INC., a Florida  corporation,  whose address is
5200 S. Washington Avenue, Titusville, Florida 32780, hereinafter referred to as
"Mortgagor".

                              W I T N E S S E T H:

     WHEREAS,  BARNETT  BANK,  N.A.,  on  September  30,  1996,  made a loan  to
Mortgagor in the original  principal amount of Two Million Four Hundred Thousand
and No/100 ($2,400,000.00) Dollars ("Loan"); and

     WHEREAS,  in  connection  with the Loan,  Mortgagor  executed  that certain
promissory  note dated September 30, 1996, in the original  principal  amount of
Two Million Four Hundred Thousand and No/100 ($2,400,000.00)  Dollars evidencing
the Loan ("Note"); and

     WHEREAS,  the  Note  is  secured  by that  certain  Mortgage  and  Security
Agreement dated September 30, 1996, and recorded on October 1, 1996, in Official
Records Book 3609, Page 0715, of the Public Records of Brevard County,  Florida,
("Mortgage"),  encumbering  that certain real property  described  therein,  and
further  secured by that certain  Assignment of Leases,  Rents and Profits dated
September 30, 1996 and recorded in Official Records Book 3609, Page 0737, Public
Records of Brevard County, Florida; and

     WHEREAS,   the  Loan,  Note  and  Mortgage  were  modified  by  a  Mortgage
Modification Agreement dated October 25, 1996, and recorded on October 31, 1996,
in  Official  Records  Book 3617,  Page 1805,  of the Public  Records of Brevard
County, Florida; and

     WHEREAS,  the Loan,  Note and Mortgage  were  further  modified by a Second
Modification to Mortgage and Security  Agreement and Partial Release of Personal
Property Agreement dated September 15, 1997, and recorded on September 25, 1997,
in  Official  Records  Book 3711,  Page 4702,  of the Public  Records of Brevard
County, Florida; and

     WHEREAS,  the  Loan,  Note and  Mortgage  were  assigned  to  Mortgagor  by
Assignment of Loan  Documents  dated  November 4, 1997, and recorded on November
10, 1997, in Official  Records Book 3725,  Page 3827,  of the Public  Records of
Brevard County, Florida; and

     WHEREAS,  the Loan, Note and Mortgage were further modified by Modification
of Mortgage Deed and Security  Agreement dated November 3, 1997, and recorded on
November  10, 1997,  in Official  Records  Book 3725,  Page 3830,  of the Public
Records of Brevard County, Florida; and

     WHEREAS,  the  property  currently  encumbered  by the Mortgage is the real
property  set forth on Exhibit  "A" and  Exhibit  "B" to that  certain  Mortgage
Modification Agreement dated October 25, 1996, and recorded on October 31, 1996,
in  Official  Records  Book 3617,  Page 1805,  of the Public  Records of Brevard
County, Florida; and

     WHEREAS, the parties hereto are desirous of further modifying said Mortgage
and Mortgage Note.

     NOW, THEREFORE, in consideration of the sum of $10.00 this day paid by each
party to the other,  receipt whereof being hereby  acknowledged,  and other good
and valuable considerations,  the parties do hereby amend said Note and Mortgage
as follows:

     1.  The  present   outstanding   principal  balance  of  said  Mortgage  is
$2,226,666.58.

     2. The Note and  Mortgage are hereby  deemed to be modified to  incorporate
the following  provisions which shall prevail to the extent of any inconsistency
with the provisions of the Note and Mortgage.  Failure to comply with any or all
of the following provisions shall constitute a default under the Note, Mortgage,
UCC-1 Financing Statements, assignments of rents and leases, guarantees, and all
other documents executed and/or delivered by Mortgagor to Mortgagee.

     3.  Mortgagor  hereby  acknowledges  receipt  from  Mortgagee of the Future
Advance  in  the  sum  of  Two  Hundred  Sixty   Thousand  and  08/100   Dollars
($260,000.08).  The Future Advance is evidenced by a Future Advance Note of even
date  herewith in the  principal  sum of Two Hundred  Sixty  Thousand and 08/100
Dollars ($260,000.08),  which Future Advance Note, by this reference,  is made a
part hereof to the same extent as if set forth herein verbatim.

     4. The Future  Advance in the principal  sum of Two Hundred Sixty  Thousand
and 08/100 Dollars ($260,000.08) evidenced by the Future Advance Note is secured
by the  Mortgage  to the  same  extent  as  though  advanced  on the date of the
Mortgage.  Accordingly,  on the date hereof,  the total  principal  indebtedness
secured by the Mortgage is $2,486,666.66.

     5. The total principal  indebtedness of $2,486,666.66  plus interest at the
rate of one and one-half  (1.50%)  percent per annum in excess of The Huntington
National  Bank's  Prime  Commercial  Lending Rate  ("Rate"),  with the amount of
interest  payable to be adjusted from time to time as the Rate changes] shall be
paid as follows:

     Monthly  principal  payments of $13,333.34  plus interest  shall be due and
payable on the day 30th of January,  1998, and the 30th day of each  consecutive
month  thereafter  until the 1st day of July,  1998 when the entire  outstanding
principal balance plus all accrued interest shall be due and payable.

     Interest  shall be  calculated  on the basis of a three hundred sixty (360)
day year and  charged  for the  actual  number of days  elapsed  in an  interest
period.  In no event shall the amount of interest  due or payments in the nature
of interest  payable  hereunder  exceed the maximum rate of interest  allowed by
applicable  law, as amended from time to time, and in the event any such payment
is paid by Borrower  or  received  by the Lender,  then such excess sum shall be
credited as a payment of principal,  unless Borrower shall notify the Lender, in
writing, that Borrower elects to have such excess returned to it for its worth.

     Each payment  when made shall be applied  first to the payment of interest,
second to the payment of sums due  hereunder  other than  interest or  principal
(i.e., late payment and similar charges), and then to the payment of principal.

     Mortgagor  shall  have the  right to  prepay  this  loan,  in full or part,
without  penalty  through the  application of normal  operating cash flow of the
Mortgagor.  Should  prepayment be funded from any other source, a prepayment fee
of one-half  (.50%)  percent of the then  outstanding  balance  shall be due and
payable.

     6. The parties agree that interest at the rate of one and one-half  (1.50%)
percent per annum in excess of The Huntington  National Bank's Prime  Commercial
Lending Rate ("Rate"),  with the amount of interest  payable to be adjusted from
time to time as the Rate changes, shall begin accruing on December 30, 1997.

     Mortgagor, in consideration of the above and foregoing and in consideration
of  other  valuable  considerations  running  to it do  hereby  agree to pay the
Mortgage indebtedness according to the terms, covenants and conditions contained
therein and the Note secured thereby and as amended herein.

     In all other respects, said Mortgage and Mortgage Note heretofore described
are ratified and confirmed with the terms of the original  Mortgage and Mortgage
Note.

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


Signed, sealed and delivered    THE HUNTINGTON NATIONAL BANK OF
in the presence of:             FLORIDA, a national banking corporation


 /s/ R. Mason Blake            By: /s Shari J. Evetts
 ------------------            -----------------------
R. Mason Blake                 Shari J. Evetts, Vice President
(Print Name)                   (Printed Name and Title)

/s/ Juliann E. Wolf                  (Corporate Seal) 
-------------------
Juliann E. Wolf                                   
(Print Name)                   "Mortgagee"


THIS IS A  BALLOON  MORTGAGE  AND THE  FINAL  PAYMENT  OF THE  BALANCE  DUE UPON
MATURITY IS  $2,406,666.62,  TOGETHER  WITH  ACCRUED  INTEREST,  IF ANY, AND ALL
ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.

Signed, sealed and delivered    SMART CHOICE AUTOMOTIVE GROUP,
in the presence of:             INC., a Florida corporation


                                 By: /s/ Joseph E. Mohr
                                 ----------------------
                                 Joseph E. Mohr, Chief Financial Officer
(Print Name)                     

                                      (Corporate Seal)

    (Print Name)                                              "Mortgagor"


                     ACKNOWLEDGMENT AND CONSENT OF GUARANTOR

     The  undersigned   hereby   acknowledges  and  consents  to  the  foregoing
Modification of Mortgage and Mortgage Note and Extension Agreement.

     Dated this day of , 1997.

                                  ECKLER INDUSTRIES, INC.

                                  By:  /s/ Joseph E. Mohr
                                  -----------------------
                                  Joseph E. Mohr, Chief Financial Officer
 
5200 S. Washington Avenue
Titusville, FL 32780