SMART CHOICE AUTOMOTIVE GROUP, INC.
                         1999 SERIES A SUBORDINATED NOTE


     1. DATE AND PARTIES. This Smart Choice Automotive Group, Inc. 1999 Series A
Subordinated Note ("Note") is dated as of February 1, 1999,  and the parties and
their mailing addresses and Borrower's tax identification number are as follows:


         BORROWER:         SMART CHOICE AUTOMOTIVE GROUP, INC.
                           5200 South Washington Avenue
                           Titusville, Florida 32780
                           Tax ID Number:  59-1469577

         HOLDER:           HIGH CAPITAL FUNDING, LLC
                           333 Sandy Springs Circle, Suite 230
                           Atlanta, GA 30328
                           13-3921591
                    
     2.  PROMISE TO PAY.  For value  received,  Borrower  promises to pay to the
order of Holder,  in  accordance  with the  provisions of this Note, at Holder's
office at the address  above,  or at such other place as Holder may designate in
writing,  the  principal  sum of  SEVEN  HUNDRED  TWENTY-FIVE  THOUSAND  DOLLARS
($725,000) plus interest from the date of  disbursement on the unpaid  principal
balance  at the rate of 15% per  annum,  payable  monthly  in  arrears  in cash.
Interest  shall be payable on the first day of each  month.  The  interest  rate
shall  increase  to 18% per annum on May 1, 1999 and to 22% per annum on October
1, 1999.

     After the  Maturity  Date  (defined  herein),  whether by  acceleration  or
otherwise, this Note shall bear interest at 30% per annum, but not to exceed the
maximum rate allowed by law, until paid in full. The interest  permitted by this
Note is  limited to the  maximum  lawful  amount of  interest  ("Maximum  Lawful
Interest")  permitted  under  applicable  federal and state laws,  whichever  is
greater.  If the  interest  accrued and  collected  exceeds  the Maximum  Lawful
Interest as of the time of  collection,  such excess  shall be applied to reduce
the principal amount outstanding. If or when no principal amount is outstanding,
any excess interest shall be refunded to Borrower. All fees and charges accrued,
assessed,  or  collected  which  constitute  interest  shall  be  amortized  and
pro-rated over the full term of the Note for purposes of determining the Maximum
Lawful Interest.

     3. ADVANCE AND FUNDING PROVISIONS/LOAN DOCUMENTS. This Note is a Term Note.
No  advances  will be made  after  the  initial  advance.  This Note is made and
entered into pursuant to the terms and  provisions of that certain  Subordinated
Loan  Agreement,  dated as of January 31, 1999,  by and between the Borrower and
High Capital Funding,  LLC (the  "Subordinated  Loan Agreement"),  the terms and
provisions  of which  are  incorporated  herein by  reference.  This  Note,  the
Subordinated Loan Agreement,  Escrow  Agreement,  Guarantees and other documents
executed in  connection  herewith and  therewith  are  hereinafter  collectively
referred to as the "Loan Documents".



     4.  TERMS OF  PAYMENT.  All  principal  advanced  under  this  Note and all
interest accrued under this Note are due and payable to Holder and shall be paid
to Holder as follows:

         All unpaid interest then accrued is due and payable in monthly payments
         on the first day of each  month,  beginning  on the first day of April,
         1999, and continuing on the same day of each month thereafter, with one
         final  payment on the  thirty-first  (31st) day of  January,  2000 (the
         "Maturity Date") in amount equal to the entire  principal  balance then
         outstanding  under this Note,  plus all unpaid  interest  then  accrued
         under the terms of this Note.

     This Note may be prepaid in whole or in part at any time without premium or
penalty.

     If at any time, or from time to time, the value of Inventory (as defined in
the Subordinated Loan Agreement) is less than $13,000,000, High Capital Funding,
LLC ("HCF"), on behalf of all Holder(s),  shall have the right on seven (7) days
prior written notice (the "Mandatory  Prepayment Notice") to require Borrower to
reduce the aggregate  principal  amount of all Note(s) then  outstanding  by the
amount  by  which  the  Inventory  is  less  than   $13,000,000   (a  "Mandatory
Prepayment").  Borrower  shall  remit to the  Escrow  Agent (as  defined  in the
Subordinated Loan Agreement) the amount of the Mandatory  Prepayment within such
seven- (7) day period. HCF shall notify the Escrow Agent in writing (with a copy
to Borrower),  within two days of Escrow  Agent's  receipt of any such Mandatory
Prepayment, as to the allocation of the aggregate Mandatory Prepayment among the
Holders;  and Escrow Agent shall make payment to the Holders in accordance  with
such allocation. Borrower's failure to make a Mandatory Prepayment to the Escrow
Agent in  accordance  with a  Mandatory  Prepayment  Notice  shall be a material
default resulting in immediate  acceleration of all principal and interest under
this and all other Note(s).

     This Note is also guaranteed under Guaranty Agreement of even date herewith
by FIRST CHOICE AUTO FINANCE, INC. and SC HOLDINGS, INC. in favor of Holder.

     5. RECEIPT OF COPY. By signing this Note, Borrower acknowledges that it has
read this entire  Note and  Exhibits,  if any,  prior to  execution  and that it
received a copy (copies) of this Note. Borrower agrees to all provisions of this
Note and undertakes to perform all obligations of Borrower hereunder.

     6. EVENTS OF DEFAULT.  Borrower  shall be in default upon the occurrence of
any of the following events, circumstances, or conditions ("Events of Default"):

         (a) Failure by Borrower to make any payment to Holder when due;

         (b) A  default  or  breach  under  any of the terms of this Note or any
         other Loan  Document  (as herein  defined)  (other than those  defaults
         expressly  set forth in this  paragraph  6 and other  than a failure to
         make payment to any Holder when due, or to provide daily SMCH INV-DRAFT
         REPORTS  within 24 hours after written notice from any Holder) which is
         not fully cured within 10 days after written notice from any Holder;

         (c) A  default  or breach  under  any of the  terms of any  note,  loan
         agreement, security agreement,  subordination agreement, mortgage, deed
         of trust,  deed to secure  debt,  assignment  of  beneficial  interest,
         guaranty  agreement,  trust deed or any other  document  or  instrument
         evidencing, guaranteeing, or securing any other obligations of Borrower
         which is not fully cured within ten (10) days after written notice from
         Holder or within any applicable cure period, whichever is longer;

          (d) The making or furnishing of any verbal or written  representation,
          statement,  or warranty to Holder  which is false or  incorrect in any
          material  respect or the failure to furnish facts necessary to prevent
          any  statement  made,  by or on behalf of Borrower or any Guarantor of
          the Note or other  obligations  of  Borrower,  to  Holder  from  being
          materially misleading;

          (e) The  dissolution,  liquidation  or  insolvency  of  Borrower,  the
         appointment  of a  receiver  by or  on  the  behalf  of  Borrower,  the
         assignment  for the benefit of  creditors  by or on behalf of Borrower,
         the voluntary or  involuntary  termination  of existence by Borrower or
         any Guarantor or the  commencement  of a case or  proceeding  under any
         present   or   future   federal   or  state   insolvency,   bankruptcy,
         reorganization, composition or debtor relief law by or against Borrower
         or any Guarantor of the Note or other obligation of Borrower to Holder;

          (f) Entry of a final,  non-appealable  judgment or  judgments  against
          Borrower  or  any  Guarantor  which,  either  individually  or in  the
          aggregate,  exceed(s)  $50,000.00 and which is/are not paid within the
          longer of 30 days or such other period as required by such judgment(s)
          and/or applicable law;

          (g) A material  adverse change in the financial  condition of Borrower
          or any  Guarantor;  or a reasonable  belief by Holder at any time that
          Holder is insecure, that the prospect of any payment is impaired;

         (h) Failure of Borrower or of any Guarantor to pay and provide proof of
         payment of any tax,  assessment,  rent,  insurance  premium,  or escrow
         payment on or before its due date;

          (i)  Without  the prior  written  consent of Holder:  (i)  transfer of
          ownership or control of the  business of Borrower or any  Guarantor or
          more than fifty  percent (50%) of the ownership or control of Borrower
          or any Guarantor, whether by transfer of shares, partnership interest,
          joint venture,  pledge or otherwise; or (ii) any action by Borrower or
          any Guarantor to become a party to any merger or consolidation wherein
          the Borrower or Guarantor is not the surviving entity;

          (j) Without  first having given Holder thirty (30) days' prior written
          notice:  (i) any action by Borrower or any  Guarantor  to guarantee or
          otherwise  in  any  way  become  liable  or  be  responsible  for  the
          indebtedness  or  obligation  of any other person or entity;  (ii) any
          action by Borrower or any  Guarantor to acquire by purchase,  lease or
          otherwise all or  substantially  all of the assets or capital stock of
          any  entity;  (iii)  any  expansion,  acquisition  or  entry  into any
          additional  businesses  or  lines  of  business  or  establishment  of
          business  locations  other than  their  present  businesses;  (iv) the
          establishment of any subsidiary, partnership or joint venture for such
          purpose;  or (v) any material  change in the management or business of
          the Borrower or any  Guarantor or entry into any  management  contract
          delegating effective management or control to third parties;

         (k) (i) The  termination  of any guaranty of the Note by any Guarantor,
         or (ii)  default on any debt owed by Borrower or any  Guarantor  to any
         other  creditor(s)  which,  unless  waived,  would  permit  such  other
         creditor(s)  to  accelerate  the  date for  payment  of any one or more
         obligation(s)  of Borrower or any Guarantor in the amount of $50,000 or
         more (either individually or in the aggregate);

          (l) Use of any portion of the loan proceeds in any  transaction  which
          is  likely  to cause  Holder  to  directly  or  indirectly  incur  any
          securities or environmental liability; or

          (m) Any charge or indictment against Borrower or any Guarantor under a
          federal or state law for which  forfeiture of any material  portion of
          the property of Borrower or any Guarantor is a potential penalty.

     7.  REMEDIES  ON  DEFAULT.  If an Event of Default  occurs and is not fully
cured within any  applicable  cure  period,  then Holder may exercise any one or
more of the  following  rights and  remedies,  and any other rights and remedies
provided in any of the Loan  Documents as Holder,  in its sole  discretion,  may
deem necessary or appropriate:

          (a) Declare the unpaid principal of, and all interest then
         accrued,  on the Loan and this Note,  to be forthwith  due and payable,
         whereupon  the same  shall  forthwith  become due and  payable  without
         presentment, demand, protest, notice of default, notice of acceleration
         or of intention to accelerate or other notice of any kind, all of which
         Borrower hereby expressly waives,  anything contained herein or in this
         Note to the contrary notwithstanding;

          (b) Reduce any claim to judgment; and/or;

          (c)  Without  notice of default or demand,  pursue and  enforce any of
          Holder's  rights  and  remedies  under any of the Loan  Documents,  or
          otherwise  provided  under  or  pursuant  to  any  applicable  law  or
          agreement;  provided,  however, that if any Event of Default specified
          in  Subsection  (e) above  shall  occur,  the  principal  of,  and all
          interest  then  accrued on, the Note and other  liabilities  hereunder
          shall thereupon become due and payable  automatically and concurrently
          therewith,   without  any   further   action  by  Holder  and  without
          presentment,   demand,   protest,   notice  of   default,   notice  of
          acceleration  or intention to  accelerate or other notice of any kind,
          all of which Borrower hereby expressly waives.

         8. SET-OFF.  Borrower  acknowledges and agrees that upon the occurrence
of an Event of Default, Holder may exercise its right of set-off, without demand
or notice to Borrower or any other  person or entity,  to pay all or any part of
the  outstanding  principal  and accrued  interest owed on this Note against any
obligation Holder or any participant in the Note may have, now or hereafter,  to
pay money to Borrower,  including but not limited to any balances in any account
of Borrower.  Where  Borrower may obtain  payment only with the  endorsement  or
consent  of  someone  who has not  agreed to pay this  Note,  Holder's  right of
set-off will extend to Borrower's interest in the obligation.  Holder's right of
set-off will not apply to accounts or obligations in which Borrower's rights are
solely as a fiduciary  for another or to accounts  exempt by law from the claims
of creditors.  Holder's right of set-off may be exercised  without regard to the
existence or value of any  Collateral  securing this Note, and without regard to
the number or  creditworthiness of any other persons or entities who have agreed
to pay this Note. Borrower agrees to indemnify and hold Holder harmless from any
person's or entity's claims arising as a result of Holder's exercise of Holder's
right of  set-off  and the  costs  and  expenses  arising  from any such  claim,
including without limitation, attorney's fees.

         9. COLLECTION EXPENSES. Upon a default on this Note, Holder may recover
from Borrower and all Guarantors or any of them, all costs and expenses incurred
by  Holder in  collecting  and  enforcing  this  Note and  reasonable  costs and
expenses in preserving,  selling or disposing of collateral and realizing on any
security.  Such  costs and  expenses  shall  include,  but are not  limited  to,
reasonable  filing fees,  costs of publication,  deposition  fees,  stenographer
fees, witness fees,  attorneys fees,  paralegal fees, and any other court costs,
plus costs of collecting and enforcing the Note. Any such reasonable  collection
costs and expenses shall be added to the principal  amount of the Note and shall
accrue interest at the same rate as the Note.

         10.  ATTORNEYS'  FEES.  Borrower  indemnifies  Holder and holds  Holder
harmless  for  all  reasonable  attorney's  fees  incurred  by  Holder,  without
limitation,  for the enforcement  and collection of the  obligations  under this
Note,  if it is placed in the hands of an attorney  for  collection,  or for the
protection of any collateral or lien which secures this Note.

         11. WAIVER AND CONSENT BY BORROWER AND OTHER SIGNERS. In regard to this
Note, Borrower and each Guarantor:

          (a) Waive protest, presentment for payment, notice of dishonor, notice
          of intent to accelerate, and notice of acceleration;

          (b) Consent to any one or multiple  renewals or extensions of time for
          payment on this Note;

          (c) Consent to Holder's release of any Guarantor,  surety, endorser or
          co-signer;

          (d) Consent to the release or  substitution  of any  collateral or any
          failure by Holder to perfect or  continue a security  interest  in any
          collateral or any impairment of any collateral;

         (e)  Consent  to any  modification  of the  terms  of this  Note or any
         instrument securing, guaranteeing, or relating to this Note;

         (f) Consent to any and all sales,  repurchases,  and  participations of
         this Note to any person or entity in any  amounts  and waive  notice of
         such sales, repurchases, or participations of this Note; and

         (g) Consent to Holder's  right of set-off as well as any  participating
         Holder's right to set-off.

     12. APPLICATION OF PAYMENTS. All payments on this Note, including,  but not
limited to, regular payments or prepayments, received by Holder shall be applied
first to costs and expenses,  then to accrued interest, and the balance, if any,
to principal.  No prepayment shall excuse or defer Borrower's subsequent payment
obligations.

     13. JOINT AND SEVERAL.  Borrower and any other signers shall be jointly and
severally liable under this Note.

     14. FINANCIAL  STATEMENTS.  Until this Note is paid in full, Borrower shall
furnish Holder upon any material change in financial or business condition, upon
Holder's  written  request,  and in the event of no request,  at least annually,
current  financial  statements  of the  Borrower,  which shall be  certified  by
Borrower  and  Borrower's  accountant  to be true and  accurate in all  material
respects. The requirements of this paragraph shall be in addition to any imposed
by any security  agreement or other Loan Documents  executed in connection  with
the Note.

     15. NO  OBLIGATION  TO RENEW.  Borrower  must  repay the  entire  principal
balance  of the Note and  unpaid  interest  when  due.  The  Holder  is under no
obligation to renew or extend the Note or to refinance the Loan at any time.

     16. NO DEFENSES.  Borrower represents and warrants to Holder that as of the
date of this Note Borrower has no claims or causes of action against the Holder,
nor any defenses, set-offs, or counterclaims to this Note or to the repayment in
full according to the terms hereof, and in consideration of the making hereof or
the  renewal  or  extension  hereof,  Borrower  releases  all  rights  or claims
whatsoever of Borrower against Holder.

     17. RELEASE OF INFORMATION. Borrower authorizes Holder to disclose, without
any additional consent,  information concerning this Note for any one or more of
the following  purposes:  to complete the transaction  contemplated  hereby,  to
verify and  disclose  the  existence  and  condition  of the  account for credit
reporting  purposes,  or to collect any money the Holder in good faith  believes
Borrower  owes,  to disclose to Holder's  attorneys  or  collection  agents,  to
disclose  to  Holder's  accountants  or  auditors  as part of the  review of the
Holder's  business  affairs,  to verify the  accuracy of any  statement  made to
Holder,  as  part  of the  Holder's  report  to  officials  of any  governmental
authority or self-regulatory  organization that regulates the business of Holder
or its affiliates,  for the sale or transfer of the Note or an interest therein,
or for any other legitimate business purpose of Holder.

     18. INCORPORATION BY REFERENCE/DEMAND NOTES SUPERCEDED. This Note is
one of a series of notes (aggregating up to $3,000,000.00 principal amount) made
and executed by Borrower  pursuant to that certain  Subordinated Loan Agreement,
the terms and  provisions of which are  incorporated  herein by reference.  This
Note and the other notes executed and delivered in connection herewith supercede
and replace  those certain  Demand Notes,  dated as of February 3 and 5, 1999 in
the respective amounts of $1,650,000.00 and $350,000.00,  respectively, executed
by Borrower in favor of High Capital Funding, LLC.

     19. SUBORDINATION

     (a) The  indebtedness  evidenced by this Note and the other notes issued in
     connection  herewith  ("Subordinated  Debt") is  subordinate  and junior in
     right of payment, to the extent and in the manner hereinafter set forth, to
     all Senior Debt (as defined in subsection (b) below) of the Borrower to the
     extent provided herein.

     (b) For the  purpose of these  subordination  provisions  the term  "Senior
     Debt" shall mean all  principal  and  premium,  if any, and interest on the
     indebtedness  of the  Borrower  and any other  amounts owed or which may be
     owed,  under those certain debt  obligations  listed on Schedule "A" to the
     Subordinated Loan Agreement referred to in section 18 above.

     (c) If Borrower defaults in the payment of any principal of, or premium, if
     any,  or  interest  on any Senior  Debt (as  defined  above)  when the same
     becomes  due and  payable,  whether  at  maturity  or at a date  fixed  for
     prepayment  or by  declaration  or otherwise,  then,  unless and until such
     default  shall have been cured or waived or shall have ceased to exist,  no
     direct or indirect  payment (in cash,  property or securities or by set-off
     or otherwise) shall be made on account of the principal of, or premium,  if
     any, or interest on the Subordinated Debt, or in respect of any redemption,
     retirement,  purchase or  acquisition  of the  Subordinated  Debt until all
     Senior Debt shall have been paid in full.

     (d) In the event of:

               (i)  any  insolvency,  bankruptcy,   receivership,   liquidation,
               reorganization,   readjustment,   composition  or  other  similar
               proceeding relating to the Borrower or to its creditors, as such,
               or to its property;

               (ii) any  proceedings for the  liquidation,  dissolution or other
               winding-up of the Borrower, voluntary or involuntary,  whether or
               not involving insolvency or bankruptcy proceedings;

               (iii) any  assignment  by the  Borrower  for the  benefit  of its
               creditors; or

               (iv) any other marshalling of the assets of the Borrower,

all Senior Debt (including any interest thereon accruing at the legal rate after
the commencement of any such proceedings and any additional  interest that would
have accrued thereon but for the commencement of such  proceedings)  shall first
be paid in full before any payment or distribution,  whether in cash, securities
or other property,  shall be made to the holders of Subordinated Debt on account
of the indebtedness  evidenced thereby. Any payment or distribution,  whether in
cash,  securities  or other  property,  which  would  otherwise  (but for  these
subordination   provisions)   be  payable  or  deliverable  in  respect  of  the
Subordinated  Debt shall be paid or delivered  directly to the holders of Senior
Debt in accordance  with the  priorities  then existing among such holders until
all Senior Debt shall have been paid in full.

     (e) If any payment or  distribution,  whether in cash,  securities or other
     property,  shall  be  received  by  any  holder  of  Subordinated  Debt  in
     contravention  of any of the terms hereof and before all of the Senior Debt
     shall  have  been  paid in full,  such  payment  or  distribution  shall be
     received in trust for the  benefit of, and shall be paid over or  delivered
     and transferred to, the holders of the Senior Debt at the time  outstanding
     in accordance  with the  priorities  then  existing  among such holders for
     application  to the payment of all Senior  Debt  remaining  unpaid,  to the
     extent necessary to pay all such Senior Debt in full.

     (f) No present or future  holder of any Senior Debt shall be  prejudiced in
     the  right to  enforce  subordination  of  Subordinated  Debt by any act or
     failure to act on the part of the Borrower.  The foregoing provisions as to
     subordination  are solely for the purpose of defining the relative right of
     the holders of the Senior  Debt,  on the one hand,  and the holders of this
     Subordinated  Debt,  on the other  hand.  Nothing  contained  herein  shall
     impair, as between the Borrower and the holder of this Note, the obligation
     of the Borrower,  which is unconditional and absolute, to pay to the holder
     hereof the principal  hereof and interest hereon as and when the same shall
     become due and payable in accordance with the terms hereof,  or prevent the
     holder  of this  Note from  exercising  all  rights,  powers  and  remedies
     otherwise  permitted by applicable law or hereunder upon a default or Event
     of Default  hereunder,  all  subject  to the  rights of the  holders of the
     Senior Debt to receive cash, securities or other property otherwise payable
     or deliverable to the holder of this Note.

     (g)  Upon  the  payment  in  full  of  all  Senior  Debt,  the  holders  of
     Subordinated  Debt  shall be  subrogated  to all  rights of any  holders of
     Senior Debt to receive any further payments or distributions  applicable to
     Senior  Debt until all  Subordinated  Debt shall be paid in full,  and such
     payments or distributions  received by the holders of the Subordinated Debt
     by reason of such subrogation,  of cash, securities or other property which
     would  otherwise  be paid or  distributed  to the  holders of Senior  Debt,
     shall,  as between the Borrower and its creditors other than the holders of
     Senior Debt, on the one hand, and the holders of the Subordinated  Debt, on
     the other  hand,  be deemed to be a payment by the  Borrower  on account of
     Senior Debt and not on account of Subordinated Debt.

     20. GENERAL PROVISIONS.

     (a) TIME OF THE ESSENCE.  Time is of the essence in Borrower's  performance
     of all duties and obligations imposed by this Note.

     (b) NO WAIVER BY HOLDER. Holder's course of dealing or Holder's forbearance
     from,  or delay in,  the  exercise  of any of  Holder's  rights,  remedies,
     privileges,  or right to insist upon Borrower's  strict  performance of any
     provisions  contained  in this Note or other  Loan  Documents  shall not be
     construed  as a waiver by Holder,  unless any such waiver is in writing and
     signed by Holder.

     (c)  AMENDMENT.  The  provisions  contained in this Note may not be amended
     except through a written amendment signed by Borrower and Holder.

     (d) GOVERNING LAW. This Note has been negotiated and delivered in the State
     of Georgia and shall be  governed  by the laws of the State of Georgia,  to
     the  extent  that  such  laws  are  not   preempted  by  federal  laws  and
     regulations.

     (e) FORUM AND VENUE.  In the event of  litigation  pertaining to this Note,
     the exclusive forum, venue, and place of jurisdiction shall be in the State
     of Georgia, unless otherwise designated in writing by Holder.

     (f) SUCCESSORS. This Note shall inure to the benefit of and bind the heirs,
     personal representatives, successors, and assigns of the parties.

     (g) NUMBER AND  GENDER.  Whenever  used,  the  singular  shall  include the
     plural,  the  plural  the  singular,  and the use of any  gender  shall  be
     applicable to all genders.

     (h) PARAGRAPH HEADINGS. The headings at the beginning of each paragraph and
     each  sub-paragraph  in this Note are for convenience only and shall not be
     dispositive  in the  interpreting  or  construing  this  Note  or any  part
     thereof.

     (i)  SEVERABILITY.  If any provision of this Note shall be unenforceable or
     void,  then such  provision  shall be deemed  severable  from the remaining
     provisions and shall in no way affect the  enforceability  of the remaining
     provisions nor the validity of this Note.

     (j) BORROWER  DEFINED.  The term "Borrower"  includes each and every person
     and entity signing this Note as a Borrower, and any co-signers.

     (k) HOLDER.  The term "Holder"  shall include any transferee or assignee of
     Holder or any other holder of this Note.

     (l) ENTIRE  AGREEMENT.  This Note and the other Loan Documents  executed in
     connection with this Note by Borrower and any Guarantor, or either of them,
     contain  all the terms of the  agreement  among the  parties and no earlier
     oral statement or agreement has any force or effect. If any of the terms or
     provisions   relating  to  the   indebtedness   or  the  repayment  of  the
     indebtedness  contained in any of the Loan Documents are inconsistent  with
     the  terms of this  Note,  the  terms of this  Note  shall be  controlling.
     Borrower  agrees  that  Borrower  is  not  relying  on  any  representation
     or agreement except those contained in the Loan Documents.
                         
                                    SMART CHOICE AUTOMOTIVE GROUP, INC.

                                    By: /s/ Lillian Clover       
                                    ---------------------------------------
                                       Lillian Clover, Assistant Secretary
         (Seal)                       (Print name and title signed above)
Attest:

By: /s/ Susan K. Odeen
----------------------
Susan K. Odeen
(Print name and title signed above)