EXHIBIT 10.72

                                   EXHIBIT "B"

                          REGISTRATION RIGHTS AGREEMENT

This  Registration  Rights  Agreement  (the  "Agreement")  dated this 3rd day of
November,  1997,  by and among SMART CHOICE  AUTOMOTIVE  GROUP,  INC., a Florida
corporation  (the  "Company"),   BANKERS  LIFE  INSURANCE  COMPANY,  a  Florida
corporation  (Bankers  Life  Insurance  Company and any  subsequent  assignee or
transferee  hereof are  hereinafter  referred  to  collectively  as  "Holder" or
"Holders".)


                              W I T N E S S E T H :

WHEREAS,  Holder has made a loan to Company in the amount of Seven  Hundred  and
Fifty Thousand and no/lOOths  Dollars  ($750,000.00)  pursuant to the terms of a
Convertible  Subordinated  Promissory  Note ("Note") and related Loan  Agreement
("Loan Agreement");

WHEREAS, as an inducement to Holder making the above-referenced  loan, the terms
of the Note provide that the  outstanding  principal  balance  thereof  shall be
convertible  into shares of Common Stock of the Company  ("Common Stock") at the
option of and at the sole  discretion  of the Holder of the Note (the  shares of
Common Stock issued or issuable upon conversion of the Note hereinafter referred
to as the "Conversion Shares");

WHEREAS,  as a further  inducement to Holder making the above  referenced  loan,
Company has granted Holder, pursuant to a certain Stock Option Agreement ("Stock
Option  Agreement")  dated of even date  herewith  by and among the  Company and
Holder, an option ("Option") to purchase 50,000 shares of authorized but not yet
issued shares of Company's Common Stock (the shares of Common Stock  transferred
or transferable upon exercise of this Option hereinafter  referred to as "Option
Shares").

WHEREAS,  as a further  inducement to Holder making the  above-referenced  loan,
Company has agreed to grant  Holder  certain  rights to Register  (as defined in
Section 7 hereof) Conversion Shares and Option Shares not previously  registered
(such  Conversion  Shares  and  Option  Shares  hereinafter  referred  to as the
"Registrable Securities").

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

Section 1. "Piggyback" Registration.

         (a) Notice and  Procedures.  If the Company at any time after  December
31, 1998 proposes to register any of its  securities  under the  Securities  Act
other than in connection  with: (i) a merger or pursuant to Form S-4 or Form S-8
or  other   comparable  form  not  available  for  registering  the  Registrable
Securities for sale to the public; or (ii) a registration statement filed on the
exercise of demand  registration  rights held by a holder of  securities  of the
Company),  the Company shall request that the managing  underwriter  (if any) of
such stock  offering  include the  Registrable  Securities  in the  registration
statement  for the  public  offering  in  such  registration.  If such  managing
underwriter  agrees to include the  Registrable  Securities in the  registration
statement  relating to such stock offering,  the Company shall at such time give
prompt written notice to the Holder of its intention to effect such registration
and of the Holder's right under such proposed registration, and upon the request
of the Holder  delivered  to the Company  within ten (10) days after giving such
notice (which request shall specify the  Registrable  Securities  intended to be
disposed of by the  Holder),  the Company  shall use its best efforts to include
such Registrable  Securities held by the Holder requested to be included in such
registration; provided, however, that:

         (i) If, at any time after giving such written  notice of the  Company's
         intention to register any of the Holder's  Registrable  Securities  and
         prior to the  effective  date of the  registration  statement  filed in
         connection with such registration,  the Company shall determine for any
         reason not to file the registration  statement  wherein the Registrable
         Securities are being  registered or to delay the  registration  of such
         Registrable  Securities,  at its sole  election,  the  Company may give
         written notice of such  determination to the Holder and thereupon shall
         be relieved of its obligation to register any Registrable Securities in
         connection with such  registration  (but not from its obligation to pay
         Registration  Expenses  in  connection  therewith  or to  register  the
         Registrable Securities in a subsequent  registration);  and in the case
         of a determination to delay a registration, the Company shall thereupon
         be permitted to delay  registering any  Registrable  Securities for the
         same period as the delay in respect of securities  being registered for
         the Company's own account.

         (ii) If the managing  underwriter in such a stock offering shall advise
         the  Company  that  it  declines  to  include  a  portion  or  all  the
         Registrable  Securities  requested  by the Holder to be included in the
         registration statement, then distribution of all or a specified portion
         of the Registrable  Securities shall be excluded from such registration
         statement.  In such event the  Company  shall  give the  Holder  prompt
         notice of the number of shares of Registrable  Securities excluded from
         such registration at the request of the managing  underwriter.  No such
         exclusion shall reduce the securities  being offered by the Company for
         its own account to be included in such registration statement.

         (b) Option to Include  Registrable  Securities  in Offering The Holder,
subject  to the  provisions  of  Section  1(a)  hereof  shall have the option to
include his Registrable  Securities in the registration  statement,  relating to
such stock  offering.  The  Company  shall not be required to include any of the
Holder's  Registrable  Securities in the registration  statement  relating to an
underwritten  offering of the Company's securities unless the Holder accepts the
terms  of  the   underwriting  as  agreed  upon  between  the  Company  and  the
underwriters  selected by it (provided  such terms are usual and  customary  for
selling stockholders), including,  without limitation,  Underwriter's  Cutback,
and the Holder  agrees to promptly  execute  and/or  deliver  such  documents in
connection with such registration as the Company or the managing underwriter may
reasonably request.

         (c) The Company may, in its sole  discretion and without the consent of
the Holder,  withdraw  such  registration  statement  and  abandon the  proposed
offering in which the Holder had requested to participate,  but such abandonment
shall not preclude subsequent request for registration pursuant to Section 1(a).

         (d) Lock Up  Agreements.  If requested in writing by the Company and an
underwriter of Common Stock for the Company,  the Holder shall agree not to sell
or  otherwise  transfer or dispose of any shares of Common  Stock of the Company
held by the Holder (other than those included in the registration statement) for
a period following the effective date of a registration statement of the Company
filed under the Securities Act,  provided that all officers and directors of the
Company  are  subject  to  similar  lock-up  (except  for the  holders of Public
Warrants,  the  holder  of  the  Underwriter's  Unit  Purchase  Option  and  the
non-officer and non-director  Selling  Shareholders  referenced in the Company's
Post-Effective Amendment No. 2 to the Registration Statement No. 33-96520-A).

Section 2. Expenses of Registration.

         (a) Company Expense.  The Company shall pay all  Registration  Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant to Section 1 hereof.

         (b) Selling  Expenses.  All Selling Expenses  relating to securities so
registered  shall be borne by the  Holder pro rata on the basis of the number of
shares of securities so registered on its behalf.

Section 3. Indemnification.

         (a) The  Company  will  indemnify  the  Holder,  each of its  officers,
directors  and  partners,  and each  person  controlling  the Holder  within the
meaning of Section 15 of the Securities Act, with respect to which  registration
has been effected pursuant to this Agreement, and each underwriter,  if any, and
each person who controls  within the meaning of Section 15 of the Securities Act
any underwriter,  against all expenses, claims, losses, damages, and liabilities
(or actions,  proceedings,  or settlements in respect thereof) arising out of or
based on any untrue  statement (or alleged untrue  statement) of a material fact
contained  in any  prospectus  (including  any related  registration  statement,
notification, or the like) incident to any registration under this Agreement, or
based on any omission (or alleged  omission)  to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading, or any violation by the Company of the Securities Act or any rule or
regulation  thereunder  applicable  to the  Company  and  relating  to action or
inaction required of the Company in connection with any such  registration,  and
will reimburse the Holder, each of its officers,  directors,  partners, and each
person  controlling  the  Holder,  each such  underwriter,  and each  person who
controls any such underwriter,  for any legal and any other expenses  reasonably
incurred in  connection  with  investigating  and defending or settling any such
claim, loss, damage, liability, or action, provided that the Company will not be
liable  in any  such  case to the  extent  that any such  claim,  loss,  damage,
liability  or  expense  arises  out of or is based on any  untrue  statement  or
omission based upon written  information  furnished to the Company by the Holder
or underwriter and stated to be specifically for use therein.  It is agreed that
the  indemnity  agreement  contained in this Section  shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected  without the consent of the Company  (which consent shall
not be unreasonably withheld).

         (b) In connection with the registration or sale by the Holder of shares
of Registrable Securities pursuant to this Agreement,  the Holder will indemnify
the Company, each of its directors, officers, partners, and each underwriter, if
any, of the Company's securities covered by such a registration statement,  each
person who  controls  the  Company  or such  underwriter  within the  meaning of
Section 15 of the  Securities  Act,  against  all  claims,  losses,  damages and
liabilities  (or  actions in  respect  thereof)  arising  out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any such  registration  statement  or  prospectus,  or any  omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading,  and will reimburse the
Company and such directors, officers, partners,  underwriters, or control person
for any legal or any other  expenses  reasonably  incurred  in  connection  with
investigating or defending any such claim, loss, damage,  liability,  or action,
in each case to the extent,  but only to the extent,  that such untrue statement
(or alleged untrue  statement) or omission (or alleged omission) is made in such
registration  statement or prospectus,  in reliance upon and in conformity  with
written  information  furnished  to the Company by the Holder,  and stated to be
specifically  for use therein;  provided,  however,  that the obligations of the
Holder  hereunder  shall not apply to  amounts  paid in  settlement  of any such
claims,  losses,  damages,  or liabilities or actions in respect thereof if such
settlement  is effected  without the consent of the Holder,  which consent shall
not be unreasonably  withheld; and provided that in no event shall any indemnity
under this Section exceed the gross  proceeds from the offering  received by the
Holder.

         (c) Each party  entitled to  indemnification  under this  Section  (the
"Indemnified  Party")  shall  give  notice to the party or parties  required  to
provide   indemnification   (the  "Indemnifying   Party")  promptly  after  such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and shall permit the  Indemnifying  Party to assume the defense of such
claim or any  litigation  resulting  therefrom,  provided  that  counsel for the
Indemnifying  Party,  who  shall  conduct  the  defense  of  such  claim  or any
litigation  resulting  therefrom,  shall be  approved by the  Indemnified  Party
(whose approval shall not be unreasonably  withheld),  and the Indemnified Party
may participate in such defense at such party's  expense,  and provided  further
that the failure of any  Indemnified  Party to give  notice as  provided  herein
shall not relieve the Indemnifying  Party of its obligations under this Section,
to the extent such failure is not  prejudicial.  No  Indemnifying  Party, in the
defense of any such claim or litigation,  shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
that  does not  include  as an  unconditional  term  thereof  the  giving by the
claimant or plaintiff to such Indemnified  Party of a release from all liability
in respect to such claim or  litigation.  Each  Indemnified  Party shall furnish
such  information  regarding  itself or the claim in question as an Indemnifying
Party may reasonably  request in writing and as shall be reasonably  required in
connection with defense of such claim and litigation resulting therefrom.

         (d) If the  indemnification  provided  for in this Section is held by a
court of competent  jurisdiction to be unavailable to an Indemnified  Party with
respect to any loss,  liability,  claim, damage, or expense referred to therein,
then the  Indemnifying  Party, in lieu of indemnifying  such  Indemnified  Party
hereunder,  shall  contribute to the amount paid or payable by such  Indemnified
Party as a result of such loss,  liability,  claim,  damage,  or expense in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and of the  Indemnified  Party on the other in  connection
with the statements or omissions that resulted in such loss,  liability,  claim,
damage, or expense as well as any other relevant equitable  considerations.  The
relative fault of the Indemnifying  Party and of the Indemnified  Party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the Indemnifying Party or by the Indemnified
Party and the parties' relative intent,  knowledge,  access to information,  and
opportunity to correct or prevent such statement or omission.

         (e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection  with the  underwritten  public offering are in conflict with
the foregoing  provisions,  the provisions in the  underwriting  agreement shall
control.

Section 4. Obligations of Holder.

         (a) It shall be a condition precedent to the obligations of the Company
to  complete a  registration  pursuant  to this  Agreement  with  respect to the
Registrable  Securities  that the Holder shall furnish to the Company in writing
and in a timely manner (which shall mean not sooner than three (3) business days
after the receipt by Holder of such  request)  such  information  regarding  the
Holder  and  the  distribution   proposed  by  the  Holder  as  the  Company  or
underwriters  may  reasonably  request  in  writing  and as shall be  reasonably
required in  connection  with any  registration,  qualification,  or  compliance
referred to in this  Agreement  and shall  execute such  documents in connection
with such registration as the Company or the underwriter may reasonably request

         (b) In the  event  Holder  determines  to  engage  the  services  of an
underwriter,  Holder agrees to enter into and perform such Holder's  obligations
under an underwriting agreement, in usual and customary form, including, without
limitation,  customary  indemnification and contribution  obligations,  with the
managing  underwriter  of such  offering  and take  such  other  actions  as are
reasonably  required in order to expedite or facilitate  the  disposition of the
Registrable Securities.

         (c)  Holder  may  not  participate  in  any  underwritten  registration
hereunder  unless  such  Holder  (i)  agrees to sell such  Holder's  Registrable
Securities on the basis provided in any  underwriting  arrangements in usual and
customary  form  entered into by the Company,  (ii)  completes  and executes all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements,  and (iii)  agrees to pay its pro rata  share of all  underwriting
discounts  and  commissions  and any expenses in excess of those  payable by the
Company pursuant to Section 2.

Section 5.  Allocation of  Registration  Opportunities.  In any  circumstance in
which all of the  Registrable  Securities  and other shares  Common Stock of the
Company with registration  rights (the "Other Shares")  requested to be included
in a registration on behalf of the Holder or other selling  stockholders  cannot
be so included as a result of limitations  of the aggregate  number of shares of
Registrable  Securities and Other Shares that may be so included,  the number of
shares of Registrable  Securities and Other Shares that may be so included shall
be  allocated  among the Holder and the other  selling  stockholders  requesting
inclusion of shares pro rata on the basis of the number of shares of Registrable
Securities  and Other  Shares  that  would be held by the  Holder and such other
selling  stockholders.  If the Holder or any other selling  stockholder does not
request inclusion of the maximum number of shares of Registrable  Securities and
Other Shares allocated to it pursuant to this procedure,  the remaining  portion
of its  allocation  shall be  reallocated  among  those  requesting  holders  of
Registrable  Securities and other selling stockholders whose allocations did not
satisfy  their  requests  pro  rata on the  basis of the  number  of  shares  of
Registrable  Securities and Other Shares which would be held by such holders and
other selling  stockholders,  and this procedure  shall be repeated until all of
the shares of  Registrable  Securities and Other Shares which may be included in
the  registration  on behalf of the Holder and other selling  stockholders  have
been so  allocated.  The  Company  shall  not limit  the  number of  Registrable
Securities to be included in a registration  pursuant to this Agreement in order
to include shares held by stockholders with no registration rights or to include
in that registration shares of stock issued to employees,  officers,  directors,
or consultants pursuant to the Company's stock option plan.

Section  6.  Survival  of  Rights:  Termination  of  Registration  Rights.  This
Agreement  shall be  binding  upon and inure to the  benefit  of any  subsequent
holder of the Note,  and the  provisions  of this  Agreement  shall  survive the
payment in full and/or the conversion of the Note.

Section  7.  Definitions.  Unless  the  context  otherwise  requires,  the terms
hereinafter set forth when used herein shall have the following meanings and the
following  definitions  shall be equally  applicable  to both the  singular  and
plural forms of any of the terms herein defined:

"Affiliate"  shall mean any Person (a) which directly or indirectly  through one
or more intermediaries controls, or is controlled by, or is under common control
with, the Company, (b) which beneficially owns or holder 5% or more of any class
of the Voting  Stock of the Company or (c) 5% or more of the Voting Stock (or in
the  case of a  Person  which  is not a  corporation,  5% or more of the  equity
interest) of which is beneficially owned or held by the Company or a Subsidiary.
The term "control" means take possession,  directly or indirectly,  of the power
to direct or cause the  direction  of the  management  and policies of a Person,
whether through the ownership of Voting Stock, by contract or otherwise.

"Business Day" shall mean any day other than a Saturday, Sunday, or other day on
which banks in Florida are authorized to close.

"Conversion  Shares"  shall mean the shares of Common  Stock  issued or issuable
upon conversion of the Note, in whole or in part.

"Holder"  shall mean Banker Life  Insurance  Company or any of its  wholly-owned
subsidiaries,  or any  other  holders  of the  Note  or  any  other  Registrable
Securities.

"Option   Shares"  shall  mean  the  shares  of  Common  Stock   transferred  or
transferable upon the exercise of the Option, in whole or in part.

"Person"  shall  mean  an  individual,   partnership,   corporation,   trust  or
unincorporated organization, and a government or agency or political subdivision
thereof.

"Register,"  "registered"  and  "registration"  shall  refer  to a  registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act  and  applicable  rules  and  regulations  thereunder,  and  the
declaration or ordering of the effectiveness of such registration  statement and
such  other  action  as  might  be  required   with  respect  to   registration,
qualification or compliance under applicable state securities laws.

"Registration  Expenses"  shall mean all  expenses  incurred  in  effecting  any
registration  pursuant to this Agreement,  including,  without  limitation,  all
registration,  qualification,  and  filing  fees,  printing  expenses,  fees and
disbursements of counsel for the Company,  blue sky fees and expenses (including
counsel fees for the  Company),  expenses of any special  audits  incident to or
required by any such  registration,  but shall not include (a) Selling Expenses,
(b) fees and expenses of any regular audit, (c) listing fees on a stock exchange
or the NASDAQ  national  market,  (d) fees of transfer agents and registrars and
(e) costs of insurance,  it being  understood  that the Company shall pay all of
clauses (b) through (e) hereof.

"Registrable  Securities" shall mean all (i) Conversion  Shares, and (ii) shares
of Common Stock issuable upon exercise of that certain Stock Option Agreement of
even date herewith  between the parties; provided,  however,  that  Registrable
Securities  shall not include any shares of Common  Stock which have  previously
been registered under the Securities Act.

"Rule 144" shall mean Rule 144 as  promulgated  by the SEC under the  Securities
Act, as such Rule may be amended  from time to time,  or any  similar  successor
rule that may be promulgated by the SEC.

"Rule  145"  shall  mean Rule 145 as  promulgated  by the  Commission  under the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
successor rule that may be promulgated by the SEC.

"Security"  shall have the same meaning as in Section 2(1) of the Securities Act
of 1933, as amended.

"Selling Expenses" shall mean all underwriting  discounts,  selling  commissions
and stock  transfer taxes  applicable to the sale of Registrable  Securities and
fees and disbursements of counsel for any stockholder (other than the 25% of the
fees and  disbursements  of counsel  for the Holder,  as a selling  stockholder,
included in Registration Expenses).

"Underwriters  Cutback"  shall  mean a  reduction  in the number of shares to be
included in any underwritten offering as the result of receipt of written notice
from the representative of the underwriters to the effect that adverse marketing
factors require a limitation on the number of shares to be underwritten.

"Voting  Stock"  shall mean  Securities  of any class or classes  the holders of
which are  ordinarily,  in the  absence of  contingencies,  entitled  to elect a
majority of the corporate directors (or Persons performing similar functions).

Section 8. Article and Section Headings. Numbered and titled article and section
headings are for  convenience  only and shall not be construed as  amplifying or
limiting any of the provisions of this Agreement.

Section 9.  Notice.  Any and all  notices,  elections  or demands  permitted  or
required  to be made under this  Agreement  shall be in  writing,  signed by the
party giving such notice,  election or demand and shall be delivered personally,
faxed, telexed, or sent by certified mail or overnight via nationally recognized
courier service (such as Federal Express), to the other party at the address set
forth below, or at such other address as may be supplied in writing and of which
receipt has been  acknowledged in writing.  The date of personal delivery or fax
or two (2)  business  days after the date of mailing (or the next  business  day
after delivery to such courier  service),  as the case may be, shall be the date
of such notice, election or demand. For the purposes of this Agreement:

          As to Holder:    Bankers Life Insurance Company
                           360 Central Avenue
                           St. Petersburg, Florida 33701
          Attention:       G. Kristen Delano, General Counsel
          Fax Number:      (813) 823-6518

          As to Company:   Smart Choice Automotive Group, Inc.
                           5200 South Washington Avenue
                           Titusville, Florida 32780
          Attention:       Neal Hutchinson, Jr.
                           Corporate Counsel
          Fax Number:      (407) 383-8822

Section  10.  Severability.  If  any  provisions(s)  of  this  Agreement  or the
application  thereof  to  any  person  or  circumstances  shall  be  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such  provisions  to other  persons or  circumstances  shall not be  affected
thereby and shall be enforced to the greatest extent permitted by law.

Section 11. Entire  Agreement.  This Agreement  represents the entire  agreement
between the parties hereto  concerning  the subject matter hereof,  and all oral
discussions and prior agreement are merged herein.

Section 12. Governing Law and Amendments.  This Agreement shall be construed and
enforced  under the laws of the State of Florida  applicable  to contracts to be
wholly  performed in such State.  No amendment or  modification  hereof shall be
effective except in a writing executed by each of the parties hereto.

Section  13.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts   and  be   different   parties  to  this   Agreement  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.

Section  14.  Jurisdiction  and  Venue.  The  Company  hereby  consents  to  the
jurisdiction  of the  courts  of the  State of  Florida  and the  United  States
District  Court  for  the  Middle  District  of  Florida,  as  well  as  to  the
jurisdiction  of all courts from which an appeal may be taken from such  courts,
for the purpose of any suit,  action or other  proceeding  arising out of any of
its obligations arising under this Agreement or with respect to the transactions
contemplated  hereby, and expressly waives any and all objections it may have as
to venue in any of such courts.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first
above written.

                             COMPANY:

                             SMART CHOICE AUTOMOTIVE GROUP, INC.


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


                             HOLDER:

                             BANKERS LIFE INSURANCE COMPANY


                             By: /s/ G. Kristin Delano
                             -------------------------
                             Name:  G. Kristin Delano
                             As Its:  Corp. Secretary