AMENDMENT TO DEALER EQUIPMENT
                           LOAN AND SECURITY AGREEMENT


     This   Amendment  to  Dealer   Equipment   Loan  and   Security   Agreement
("Amendment"),  effective as of the 1st day of September,  1997 (the  "Effective
Date"),  by and between NISSAN MOTOR ACCEPTANCE  CORPORATION  ("NMAC") and FIRST
CHOICE STUART 1, INC., a Florida corporation d/b/a Stuart Nissan ("Dealer").

                              W I T N E S S E T H:

     WHEREAS,  NMAC and B & B Florida  Enterprises,  Inc., a Florida corporation
("B & B") entered into that certain Nissan Motor Acceptance  Corporation  Dealer
Equipment  Loan and  Security  Agreement,  dated  October  12,  1995 (the  "Loan
Agreement"),  whereby  NMAC  agreed to advance to B & B the  maximum  sum of TWO
HUNDRED FIFTY THOUSAND AND NO/100 ($250,000.00) DOLLARS, upon fulfillment of the
terms and conditions thereof by B & B;

     WHEREAS,  the Loan Agreement was secured by, among other instruments,  that
certain  Guaranty  Agreement  dated October 12, 1995 (the  "Original  Guaranty")
executed by B & B,  Thomas  DeRita,  Jr.,  William A.  Chamberlain  and Louis V.
Cianfrogna (individually and collectively the "Original Guarantors");

     WHEREAS,  by instrument  entitled Agreement and Plan of Merger,  August 29,
1997 (the  "Merger  Agreement"),  B & B merged  into the Dealer  with the Dealer
being the surviving  corporation  (the  "Merger"),  such Merger  Agreement to be
filed with the Florida Secretary of State;

     WHEREAS,  B & B and Dealer have  requested  that NMAC consent to the Merger
and to further release the Original  Guarantors  from the Original  Guaranty and
substitute Smart Choice Automotive  Group,  Inc., a Florida  corporation,  Smart
Cars, Inc., a Florida  corporation and Smart Choice  Automotive  Group,  Inc., a
Florida corporation (individually and collectively the "New Guarantors") for the
Original Guarantors; and

     WHEREAS,  NMAC has agreed  not to declare a default  under the terms of the
Loan  Agreement by virtue of the Merger  provided  that the Dealer agrees to the
terms and conditions of this Amendment.

     NOW THEREFORE,  in consideration  of the premises,  Ten and No/100 ($10.00)
Dollars and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

     1. The recitations set forth above are true and correct.

     2. The terms and conditions of the Commitment  Letter dated July 9, 1997 as
modified by letters dated July 30, 1997, August 8, 1997 and August 13, 1997 from
NMAC to the Dealer (the "Commitment  Letter") are hereby  incorporated  into the
Loan  Agreement in their  entirety.  The terms and  conditions of the Commitment
Letter shall  control over any conflict  with the terms and  conditions  of this
Amendment  and/or  Loan  Agreement.  The  Dealer  agrees and  understands  that,
notwithstanding  NMAC's  execution of this Amendment and the delivery thereof to
the Dealer,  all of the terms and conditions of the Commitment Letter (including
but not limited to the execution by the New Guarantors and the delivery of their
Guaranty  Agreement to NMAC and the  fulfillment  of all of the  "Conditions  to
Commitment" set forth in SCHEDULE B to the Commitment Letter), must be fulfilled
within the time period(s) set forth within the  Commitment  Letter prior to this
Amendment becoming enforceable against NMAC.

     3. The principal  outstanding  balance (exclusive of interest) owed to NMAC
under the Loan  Agreement is ONE HUNDRED  EIGHTY-THREE  THOUSAND  SEVEN  HUNDRED
SIXTY-TWO AND 56/100 ($183,762.56) DOLLARS, less any principal payments (if any)
made subsequent to July 8, 1997.

     4. All  except  the  first two (2)  sentences  of  Section  2.2 of the Loan
Agreement are hereby  deleted in their entirety and the following is substituted
therefore:

                  "From the  Effective  Date of this Dealer  Equipment  Loan and
                  Security Agreement through the ninetieth (90th) day thereafter
                  (the "Interest Only Period"),  accrued interest  together with
                  all other fees, costs and charges shall be paid monthly on the
                  15th day thereof  under this Loan.  Commencing  with the first
                  month following the expiration of the Interest Only Period and
                  continuing   each   month   thereafter,   successive   monthly
                  installments  of Principal in the amount of FOUR  THOUSAND TWO
                  HUNDRED  SEVENTY-THREE  AND 56/100  ($4,273.56)  DOLLARS  each
                  together  with all accrued and unpaid  interest  and all other
                  fees, costs and charges due and owing under this Loan shall be
                  paid on the  15th day of each  month,  followed  by one  final
                  installment  on  December  31,  1997 equal to the then  unpaid
                  Principal, all accrued and unpaid interest and all other fees,
                  costs and  charges  due and owing  under this  Loan.  Interest
                  shall be calculated  on a daily basis,  computed on the actual
                  number  of  days  elapsed  over  a year  of  365 or 366  days,
                  commencing on the date the Principal is funded.

                  Should  Smart  Choice  Automotive   Group,   Inc.,  a  Florida
                  corporation  (and/or its  successors  or assigns),  sell stock
                  pursuant to an underwritten  public offering prior to December
                  31, 1997, the unpaid  Principal  together with all accrued and
                  unpaid interest and all other fees,  costs and charges due and
                  owing  under  the  Loan   Agreement   shall   immediately   be
                  accelerated and be due and payable in full."

     5. The  first  sentence  of  Section  2.1 to the Loan  Agreement  is hereby
deleted in its entirety and the following is substituted therefore:

                  The "NMAC Prime Rate" shall mean the per annum  interest  rate
                  from time to time  announced  by a majority  of the  following
                  banks:  Bankers  Trust  Company,  The  Chase  Manhattan  Bank,
                  Citibank  N.A.,  Bank  of  America,  N.T.  & S.A.  and  Morgan
                  Guaranty Trust Company of New York, as their  respective prime
                  or reference  rate;  provided that if fewer than three of such
                  banks  have the same rate in  effect,  the  median of the five
                  rates shall be the NMAC Prime Rate.  For purposes of computing
                  interest hereunder,  the NMAC Prime Rate in effect on the last
                  day of the  month  shall be  deemed  to be such rate in effect
                  through the succeeding month."

     6.  Section 6 to the Loan  Agreement  is  hereby  modified  by  adding  the
following:

                    6.5  The  occurrence of any default under or  termination of
                         the Dealer  Sales and  Service  Agreement  between  the
                         Borrower  and  Nissan  Motor   Corporation   in  U.S.A.
                         ("NMC"); or

                    6.6  Termination  of or  default  under that  certain  Lease
                         Agreement  dated  July 11,  1997  with TAD  Partnership
                         regarding  the property  situated at 4313 South Federal
                         Highway, Stuart, Florida 34997; or

                    6.7  Failure to allow NMAC to audit the financial records of
                         the Borrower or any Guarantor; or

                    6.8  Failure of the Borrower to maintain Net Worth, Net Cash
                         and Working Capital Requirements  established from time
                         to time by NMAC and/or NMC; or

                    6.9  The  occurrence  of an event of default under the terms
                         and conditions of any other loan or loans  currently in
                         existence or to be consummated at a future date between
                         NMAC and the Borrower or any  Guarantor or any of their
                         affiliates; or

                    6.10 Termination,  for any reason,  of Borrower's  wholesale
                         inventory  financing for new vehicles provided by NMAC;
                         or

                    6.11 Borrower  and/or  any  Guarantor  shall fail to furnish
                         periodic  financial  statements,   income  and  expense
                         statements  and balance  sheets as may be required from
                         time to time by  NMAC,  all of such  statements  to set
                         forth in reasonable  detail the financial  condition of
                         the respective party and in form  satisfactory to NMAC,
                         or

                    6.12 The Borrower fails at all times during the term of this
                         Loan to maintain  Tangible Net Worth,  Working  Capital
                         and Net  Cash  Requirements  as  established  by  NMAC.
                         Effective July 1, 1997, the  Capitalization  Guidelines
                         (which are only  minimum  guidelines  and may change in
                         the sole and  absolute  discretion  of NMAC  and/or NMC
                         upon notice to the Borrower) are as follows:

                                            Required Minimum Amount

                              Tangible Net Worth                  $880,000.00
                              Working Capital                     $560,000.00
                              Net Cash                            $140,000.00

                    6.13 The Borrower fails at all times during the term of this
                         Loan to have the following person(s) participate in the
                         active management and operation of the Borrower:

                                NAME                   POSITION
                                ----                   --------

                           Gary R. Smith            Dealer Principal

                    6.14 Borrower  fails  to  timely  notify  NMAC  that  Thomas
                         DeRita,  Jr.  is no longer  the  Executive  Manager  of
                         Borrower and/or a new Executive Manager of the Borrower
                         is appointed  without the prior written consent of NMAC
                         (which such consent will not be  unreasonably  withheld
                         or delayed).

         Should  Borrower  not timely make any  regularly  scheduled  payment of
         principal  or interest  due and payable  under this Loan,  the Borrower
         shall have fifteen (15) days following written notice of the default to
         cure the  default.  NMAC shall be entitled to a four (4%)  percent late
         charge  whenever any payment  required under this Loan Agreement is not
         paid when due."

     7.  Dealer  hereby  covenants  to continue to abide by all of the terms and
conditions  of the  Loan  Agreement  in the same  manner  as if the  Dealer  had
originally  executed the Loan Agreement.  NMAC's waiver of any term,  provision,
condition,  covenant or agreement of the Loan  Agreement  prior to the Effective
Date hereof  shall not be  construed  in any manner,  to NMAC's  consent to such
waiver  on or after the  Effective  Date.  No  waiver  of any  term,  provision,
condition, covenant or agreement contained in this Agreement or contained in the
Loan Agreement shall be effective unless set forth in writing signed by NMAC and
any such waiver shall be effective only to the extent set forth in such writing.

     8. NMAC  hereby  waives its right to declare an event of default  under the
terms of the Loan Agreement  which would  otherwise arise due to the transfer of
the  ownership  of B & B  and the  merger  thereof  into  Dealer;  however,  the
foregoing  shall not amend or modify the Loan Agreement or be deemed a waiver of
any rights of NMAC thereunder as to any further sale,  transfer or conveyance of
any interest in the Dealer and/or the merger thereof into another entity.

     9. Dealer agrees to pay any and all  documentary  stamps which are assessed
by the State of  Florida on account of the  execution  and/or  delivery  of this
Amendment. Dealer shall pay such sums immediately upon receipt of notice of such
amounts from NMAC.  If the Dealer fails to pay such sums to NMAC,  NMAC may (and
without  waiving such Event of Default),  at its option,  pay such taxes and any
such  payment made by NMAC shall be added to the  indebtedness  hereof and shall
bear interest from the date advanced at the rate of the lesser of eighteen (18%)
percent per annum or the maximum rate permissible under Florida law.

     10. The Dealer  hereby  represents,  ratifies and affirms to NMAC that NMAC
has acted in good faith and has  fulfilled and fully  performed its  obligations
under  the  Loan  Agreement  and  all of its  obligations  with  respect  to the
administration and disbursement of the loan proceeds.

     11. Except as specifically provided in this Amendment,  no part of the Loan
Agreement  or any other  instrument  securing  the Loan  Agreement is in any way
altered, amended or changed.

     12. The  parties  hereto  intend that this  Amendment  will not disturb the
existing lien priority of NMAC and that this Amendment will retain the same lien
and priority as the Loan Agreement which this Amendment modifies.

     13. This  Amendment  shall be governed by and  construed and the rights and
obligations  of  the  parties  under  this  Amendment  shall  be  determined  in
accordance with the laws of the State of Florida.

     14. This Amendment and the Loan  Agreement  shall be binding upon and shall
enure to the  benefit  of the  parties  hereto and their  respective  personnel,
representatives, heirs, successors and assigns.

     15. Each party to this  Amendment  acknowledges  that it has reviewed  this
Amendment and hereby declares that the normal rule of construction to the effect
that any ambiguities are to be resolved  against the drafting party shall not be
employed in the interpretation of this Amendment. In the event that any terms or
provisions of this  Amendment are held invalid or  unenforceable,  the remaining
terms and  conditions of this Amendment  shall continue to be fully  enforceable
without change,  and this Amendment shall be interpreted as if the unenforceable
provision had not been a part hereof.

     16. NMAC AND DEALER EACH HEREBY  KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY
WAIVE ANY AND ALL RIGHT  EITHER  MAY HAVE TO A TRIAL BY JURY IN  RESPECT  OF ANY
LITIGATION  (INCLUDING,  BUT NOT  LIMITED  TO,  ANY  CLAIMS,  CROSS-CLAIMS  OR A
THIRD-PARTY  CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT,
THE LOAN  AGREEMENT  OR ANY  OTHER  AGREEMENT  CONTEMPLATED  TO BE  EXECUTED  IN
CONJUNCTION HEREWITH OR THEREWITH,  OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS  (WHETHER  WRITTEN OR VERBAL)  OR ACTIONS OF ANY PARTY  HERETO.  THIS
PROVISION IS A MATERIAL  INDUCEMENT FOR NMAC TO ENTER INTO THIS  AMENDMENT.  THE
DEALER  HEREBY  CERTIFIES  THAT NO  REPRESENTATIVE  OR AGENT OF NMAC NOR  NMAC'S
COUNSEL HAS  REPRESENTED,  EXPRESSLY OR  OTHERWISE,  THAT NMAC WOULD NOT, IN THE
EVENT OF SUCH  LITIGATION,  SEEK TO ENFORCE  THIS  WAIVER OF RIGHT TO JURY TRIAL
PROVISION."

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date and year first above written.

     Signed,  sealed and delivered in the presence of:  

                                   NISSAN MOTOR  ACCEPTANCE CORPORATION  

/s/ Christine Daba                 By: /s/ Mark Doi Witness  
Print Name: Christine Daba         Print Name: Mark Doi
                                   Title: Commercial Credit Manager

/s/ Todd Ryan
Witness
Print Name:  Todd Ryan


                                    FIRST CHOICE STUART 1, INC.,
                                    a Florida corporation d/b/a Stuart Nissan

/s/ Phyllis A. George               By:  /s/ Gary R. Smith
Witness                             Print Name:  Gary R. Smith
Print Name:  Phyllis A. George      Title:  President


/s/ Lori J. Arp
Witness
Print Name:  Lori J. Arp