EXHIBIT 10.39

THE OPTION AND COMMON STOCK  REFERRED TO HEREIN HAVE NOT BEEN  REGISTERED  UNDER
THE SECURITIES ACT OF 1933, THE FLORIDA SECURITIES ACT, AS AMENDED,  OR THE LAWS
OF  ANY  OTHER  STATE,  AND  ARE  BEING  GRANTED  PURSUANT  TO  EXEMPTIONS  FROM
REGISTRATION  UNDER  THAT ACT AND SUCH  STATE  LAWS.  OPTIONS OR SHARES OF STOCK
ACQUIRED  BY  OPTIONEE  MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT FOR THE OPTIONS OR SHARES OF STOCK UNDER THAT
ACT OR SUCH STATE LAWS AS MAY BE APPLICABLE, OR PURSUANT TO EXEMPTIONS FROM SAID
REGISTRATION  UNDER SAID ACT AND SAID LAWS.  FURTHER,  THIS  AGREEMENT  CONTAINS
SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY OF THE OPTIONS AND SHARES OF STOCK.

                       SMART CHOICE AUTOMOTIVE GROUP, INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT

     NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement")  effective as of the
11TH  day of  April,  1997,  by  and  among  the  CONLAN-SMART  CHOICE  HOLDINGS
MANAGEMENT  TRUST under  agreement  dated  January 29,  1997,  Thomas E. Conlan,
settlor, and Gary R. Smith and Gerald C. Parker,  trustees, and the PARKER-SMART
CHOICE HOLDINGS  MANAGEMENT TRUST under agreement dated January 29, 1997, Gerald
C.  Parker,  settlor,  and Gary R. Smith and Gerald C.  Parker,  trustees  (such
trusts are referred to herein as the "Grantors"), JOSEPH ALVAREZ, an individual,
(the "Optionee") and SMART CHOICE AUTOMOTIVE GROUP, INC., a Florida  corporation
(the "Company").

                                   WITNESSETH:

     WHEREAS, the Company desires to employ the Optionee; and

     WHEREAS,  the Grantors  and the Company  believe  that the  attraction  and
retention of key employees such as Optionee is essential to the Company's growth
and success; and

     WHEREAS,  in order to  induce  Optionee  to  serve  as an  Employee  of the
Company,  the Grantors  hereby  provide  Optionee with the following  additional
incentives, on the terms and conditions set forth herein.

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

     1. GRANT OF OPTION.  Subject to the terms and  conditions set forth in this
Agreement, the Grantors hereby grant to Optionee, the option to purchase a total
of 80,000 shares (the "Option  Shares") of the Company's common stock, par value
$.01 per share (the  "Common  Stock"),  40,000  shares  from each  Grantor  (the
"Option"),  at the exercise price of $2.00 per share (the "Option  Price").  The
Option shall be exercisable, in whole or in part, for a period of ten (10) years
(the "Exercise Period"), which period shall commence on the date of execution of
this  Agreement  (the  "Execution  Date").  The Option shall be fully vested and
exercisable  as to all the Option  Shares on the  Execution  Date for the entire
Exercise  Period.  None of the  Options  are  intended  to be  "incentive  stock
options" as defined in Section 422(b) of the Internal Revenue Code.

     2. TERMINATION OF THE OPTION.

     (a) The  Option  shall  terminate  and no  longer be  exercisable  upon the
expiration of the Exercise Period set forth above.

     (b) Termination in the event of death,  permanent disability or termination
of status as an employee.

     (i) If Optionee  dies while an employee of the Company or within  three (3)
months after  termination of his status as an employee  because of his permanent
disability (as defined below),  his Option may be exercised,  to the extent that
the Optionee shall have been entitled to do so on the date of his death,  by the
person or persons to whom the  Optionee's  right under the Option passes by will
or  applicable  law, or if no such person has such right,  by his  executors  or
administrators,  at any  time or from  time to  time,  but not  later  than  the
expiration date specified in Section 1 or three (3) months after the appointment
or qualification of an executor of Optionee's estate, whichever is earlier.

     (ii) If  Optionee's  status as an employee of the Company  shall  terminate
because of his  permanent  disability,  he may exercise his Option to the extent
that he shall have been  entitled to do so at the date of such  termination,  at
any time or from time to time, but not later than the expiration  date specified
in Section 1 or three (3) months after termination of employment, whichever date
is earlier.

     (iii) If Optionee's  status as an employee of the Company  shall  terminate
involuntarily  other than for cause,  death, or total disability,  all rights to
exercise his Option,  to the extent that he shall have been entitled to do so at
the date of such  termination,  shall terminate at the expiration date specified
in Section 1 or three months after termination of employment,  whichever date is
earlier.

     (iv) If Optionee's status as an employee of the Company shall terminate for
cause (as defined below),  all rights to exercise his Options shall terminate no
later than sixty (60) days after such termination.

     (c) "Termination for cause" shall be defined as set forth in the Employment
Agreement  between  Company  and  Optionee  of even  date  herewith.  "Permanent
disability"  shall be defined as set forth in the Employment  Agreement  between
Company and Optionee of even date herewith.

     3.  Exercise.  Optionee (or in the case of Optionee's  death or disability,
the legal  representative  of  Optionee)  may exercise the Option only by giving
timely  notice  of  the  exercise  of an  Option  prior  to  the  expiration  or
termination  of the Exercise  Period to the Grantor c/o Smart Choice  Automotive
Group,  Inc., 5200 South  Washington  Avenue,  Titusville,  Florida 32780.  Such
notice shall state the number of shares to be purchased  which are  attributable
to the Option which is being  exercised,  and shall be  accompanied  by the full
purchase price for such shares,  payable in U.S.  Dollars by certified  check or
bank draft,  unless the Grantor  shall permit  payment of the purchase  price in
another manner.

     4.  DELIVERY OF OPTION  SHARES.  As soon as  reasonably  practicable  after
receipt by the  Grantor of a timely  notice of  exercise  of any of the  Options
hereunder,  and payment therefor,  the Grantor shall transfer to Optionee or his
legal representative(s),  as the case may be, one or more certificate(s) for the
number of shares with respect to which the Options shall have been so exercised.
The Grantor  represents to Optionee that it has  sufficient  shares to grant the
Option set forth herein.

     5. RESTRICTIONS UPON TRANSFER.

     (a)  Neither the  Optionee  nor any other  person or entity  shall have any
interest  in any  specific  asset or assets or stock of the Company by reason of
the granting of the Options. Any attempt to assign or to transfer this Agreement
or the Options  granted  hereunder,  whether  voluntarily or  involuntarily,  by
operation  of law or  otherwise,  shall be of no further  force or effect and no
interest  or right  hereunder  shall vest in any other  person.  Nothing in this
Agreement shall be deemed to limit  Optionee's  right to transfer this Agreement
or the Option Shares by will or in accordance  with the laws of devise,  descent
and distribution.

     (b) Nothing in this  Agreement  shall be  construed  in  limitation  of any
restrictions  upon  transfer of any of the Option  Shares  contained  elsewhere,
including  any  restrictions  that  may  be  contained  in  the  Certificate  of
Incorporation or the By-Laws of the Company.

     (c) Nothing in this Agreement  shall be construed as a modification  of any
existing agreements with respect to the gift, sale, purchase,  transfer, pledge,
hypothecation,  or other disposition or encumbrance of the Option Shares between
the parties to this Agreement, or between or among either or both of the parties
to this Agreement and one or more persons not party to this Agreement.

     (d) The Optionee acknowledges that the certificate  evidencing ownership of
the Common Stock will be stamped or otherwise imprinted on the face thereof with
a legend in substantially the following form:

          "The shares  represented by this  Certificate have not been registered
          under the federal  Securities  Act of 1933,  as amended (the "Act") or
          any state  securities  act. No sale,  offer to sell or transfer of the
          shares shall be made unless a  registration  statement  under the Act,
          and any applicable  state statute,  with respect to the shares is then
          in effect or an exemption from the  registration  requirements of such
          Act or state statute is then in fact applicable to the shares."

     (e) Any legend  endorsed on a  certificate  pursuant to Section 5(d) hereof
and the stop  transfer  instructions  with respect to the Option Shares shall be
removed and the Company  shall issue a  certificate  without  such legend to the
holder thereof if such Option Shares are registered under the Securities Act and
a prospectus  meeting the  requirements  of Section 10 of the  Securities Act is
available.

     (f) The  restrictions  described  in any legend  endorsed on a  certificate
pursuant to Section  5(d) hereof  shall be removed at such time as  permitted by
Rule 144(k) promulgated under the Securities Act.

     (g) (1) If the Company at any time  elects or  proposes to register  any of
its shares of Common  Stock (the  "Registration  Shares")  under the 1933 Act on
forms S-1,  S-2, S-3 or SB-1,  SB-2 or any other form in effect at such time for
the registration of securities to be sold for cash (a "Registration  Statement")
with the Securities and Exchange Commission (the "SEC") pursuant to which shares
of  Common  Stock  owned  by any  other  shareholder  of the  Company  are to be
registered,  the Company  shall give prompt  written  notice (the  "Registration
Notice") to the Optionee of its intention to register the Registration Shares.

     (2) Within fifteen (15) days after the Registration  Notice shall have been
given to the  Optionee,  the Optionee may give written  notice to the Company of
exercise of all, or a portion of the Option (the "Optionee Notice"), accompanied
by payment of the Option Price in accordance with Section 1 hereof,  stating the
number of shares  Optionee elects to be included among the  Registration  Shares
(which number may include shares held by Optionee as a result of prior exercises
of this Option, or otherwise) (the "Optionee's Included Shares").

     (3) The Company  shall use  reasonable  efforts to register the  Optionee's
Included Shares under the Securities Act of 1933 and any state  securities acts,
if  necessary,  designated by the Optionee in the Optionee  Notice.  The Company
shall have the right to withdraw and discontinue  registration of the Optionee's
Included  Shares at any time prior to the  effective  date of such  Registration
Statement  if the  registration  of the  Registration  Shares  is  withdrawn  or
discontinued.

     (4) The Company  shall not be  required  to include  any of the  Optionee's
Included Shares in any Registration  Statement unless the Optionee agrees, if so
requested by the Company,  to: (i) offer and sell the Optionee's Included Shares
to or  through  an  underwriter  selected  by the  Company  and,  to the  extent
possible,  on  substantially  the same  terms  and  conditions  under  which the
Registration   Shares  are  to  be  offered  and  sold;  (ii)  comply  with  any
arrangements,  terms and  conditions  with  respect to the offer and sale of the
Optionee's  Included  Shares to which the Company may be required to agree;  and
(iii)  enter into any  underwriting  agreement  containing  customary  terms and
conditions.

     (5) If the offering of the Registration  Shares by the Company is, in whole
or in part, an underwritten  public  offering,  and if the managing  underwriter
determines  and  advises  the  Company in  writing  that the  inclusion  in such
Registration  Statement of all of the Shares,  together  with the stock of other
persons who have a right to include  their stock in the  Registration  Statement
(collectively referred to as the "Aggregate Shares"), would adversely affect the
marketability of the offering of the Registration  Shares, then the Optionee and
such other  holders  shall be entitled to register the portion of such number of
Aggregate Shares as the managing underwriter  determines may be included without
such adverse effects (collectively,  "Aggregate Underwriter Shares"), subject to
the  terms,  exceptions  and  conditions  of this  Section  5(g).  The number of
Aggregate  Underwriter  Shares which the Optionee  shall be entitled to register
shall be equal to the number of Aggregate  Underwriter  Shares  multiplied  by a
fraction, the numerator of which is the number of Optionee's Included Shares and
the denominator of which is the number of Aggregate Shares.

     (6) The Company  shall bear all costs and expenses of  registration  of the
Registration Shares, including Optionee's Included Shares.

     (7) It  shall be a  condition  precedent  to the  Company's  obligation  to
register any of Optionee's  Included  Shares that the Optionee shall provide the
Company with all information and documents, and shall execute, acknowledge, seal
and deliver all documents reasonably necessary,  to enable the Company to comply
with  the  1933  Act,  the  State  Acts,  and all  applicable  laws,  rules  and
regulations of the SEC or of any state securities law authorities.

     6. RIGHTS AS STOCKHOLDER.

     (a) Optionee shall have none of the rights of a stockholder with respect to
any of the  Option  Shares  until any  Option  granted  herein  shall  have been
exercised.

     (b) Nothing in this Agreement  shall affect in any way the rights or powers
of the Company,  or any parent or subsidiary Company, or any of the directors or
stockholders  of the  Company,  to make  or  authorize  any or all  adjustments,
recapitalizations,  reorganizations  or other changes in the  Company's  capital
structure or business,  or any merger or  consolidation  of the Company,  or any
issue of  bonds,  debentures,  preferred  or prior  preference  stocks  or other
classes of  securities  ahead of or  affecting  the  Common  Stock or the rights
thereof,  or the  dissolution  or  liquidation  of the  Company,  or any sale or
transfer of all or any part of the Company's assets or business, or any grant of
options  to  purchase  securities  of the  Company  otherwise  than  under  this
Agreement,  or to effect any other  corporate  act or  proceeding,  whether of a
similar character or otherwise.

     (c) (i) If the  outstanding  shares  of  Common  Stock of the  Company  are
increased,  decreased,  changed into or exchanged for a different number or kind
of shares or  securities of the Company or of another  corporation  or entity or
shares of a different par value or without par value through a recapitalization,
stock dividend, stock split, reverse stock split or a reorganization under which
the  Company  is not the  surviving  entity,  an  appropriate  or  proportionate
adjustment  shall be made in the number and/or kind of  securities  allocated to
the Options,  without  change in the  aggregate  Option Price  applicable to the
unexercised   portion  of  the  outstanding  Option  but  with  a  corresponding
adjustment  in the Option  Price for each  share or other  unit of any  security
covered by the Option.  No adjustment shall occur under this Section 6 by virtue
of the fact that the Company  purchases or sells Common Stock or any  securities
of the Company at its fair market  value  (other than  pursuant to  compensatory
Stock Options) for cash.

     (ii) In case the Company  shall issue  rights or warrants to all holders of
its shares of Common Stock entitling them to subscribe for or to purchase shares
of  Common  Stock at a price  per  share  which,  when  added to the  amount  of
consideration  received or receivable by the Company for such rights or warrants
is less than the Current Market Price (as hereinafter  defined) per share at the
record date,  the number of Option Shares  purchasable  upon the exercise of the
Option shall be increased  so that  thereafter,  until  further  adjusted,  this
Option  shall  entitle the Optionee to purchase an  additional  number of shares
determined  as if the Option had been fully  exercised  and the Optionee  were a
record  holder  entitled to receive  such rights or warrants at an option  price
which is the same as the per share consideration payable pursuant to such rights
or warrants.  Such adjustment shall be made whenever such rights or warrants are
issued,  but shall also be effective  retroactively as to portions of the Option
exercised between the record date for the determination of shareholders entitled
to receive  such  rights or warrants  and the date such  rights or warrants  are
issued.

     (iii) For the  purpose  of any  computation  under  Section  6(c)(ii),  the
Current  Market  Price per share of Common Stock at any date shall be (i) if the
shares of Common  Stock are  listed on any  national  securities  exchange,  the
average of the daily closing  prices for the fifteen (15)  consecutive  business
days commencing twenty (20) business days before the date of determination  (the
"Trading  Period");  (ii) if the  shares of Common  Stock are not  listed on any
national  securities  exchange  but  are  quoted  or  reported  on the  National
Association of Securities Dealers,  Inc., Automated Quotation System ("NASDAQ"),
the last  quoted  price or, if not  quoted,  the average of the high bid and low
asked price as reported by NASDAQ for the Trading  Period,  or the daily closing
prices for the Trading  Period as  reported  by NASDAQ,  as the case may be; and
(iii)  if the  shares  of  Common  Stock  are  neither  listed  on any  national
securities  exchange  nor quoted or  reported  on NASDAQ,  the higher of (x) the
Exercise  Price  then in  effect,  or (y) the  tangible  book value per share of
Common Stock as of the end of the Company's immediately preceding fiscal year.

     (d) In the event of the proposed dissolution or liquidation of the Company,
the  Company  shall  cause the Board of  Directors  of the Company to notify the
Optionee and the Grantor at least thirty (30)days prior to such proposed action.
To the extent it has not been exercised during such thirty (30) day period,  the
Options will terminate as to any unexercised  portion thereof  immediately prior
to the consummation of such proposed action.

     7. REPRESENTATIONS.  Optionee will acquire Optionee's shares for Optionee's
own account,  for investment  only and without a view to resale or  distribution
except in compliance  with the Securities  Act of 1933, as amended,  ("Act") and
any applicable  state  securities  laws, and upon the acquisition of the shares,
Optionee will enter into such written representations, warranties and agreements
as the Company or the  Grantor may request in order to comply with the Act,  any
applicable state securities laws and this Option Agreement.  Grantor  represents
and warrants that it owns sufficient  Common Stock to issue the Option Shares to
the  Optionee  on  exercise  of the  Option  and  agrees  that it  will  reserve
sufficient  Common Stock to issue the Option  Shares to the Optionee on exercise
of the Option.

     8. TAX CONSEQUENCES  AND  WITHHOLDING.  Optionee agrees that the Grantor is
not  responsible  for the tax  consequences  to Optionee of the  granting of the
Options  or  its   subsequent   exercise  by  Optionee,   and  that  it  is  the
responsibility  of  Optionee to consult  with  Optionee's  personal  tax advisor
regarding  all matters with respect to the tax  consequences  of the granting of
the Options and its exercise by Optionee.

     9. NON-EMPLOYMENT. Nothing in this Agreement, shall confer on Optionee, nor
imply in favor of Optionee any right to continue as a contractor  to or employee
of the Company or of any parent or subsidiary company of the Company or prevent,
or in any way  impair  the  right of the  stockholders  or  Board  to  terminate
Optionee's relationship with the Company pursuant to the Employment Agreement.

     10. GENERAL PROVISIONS.

     (a) AGREEMENT TO BE BOUND BY CONTRACT.  This Agreement shall be binding not
only  by  the   parties   hereto,   but  also  upon  their   heirs,   executors,
administrators,  successors or assigns.  The parties hereto agree for themselves
and their heirs,  executors,  administrators,  successors or assigns, to execute
any  instruments  and to perform  any acts which may be  necessary  or proper to
carry out the purposes of this Agreement.

     (b) AMENDMENT OR ALTERATION.  This Agreement may be altered or amended,  in
whole or in part, at any time, only by a written  instrument  setting forth such
changes signed by all parties hereto.

     (c) WAIVER.  The waiver by any party hereto of a breach of any provision of
this  Agreement  shall not operate or be construed as a waiver of any subsequent
breach by any party.

     (d) NOTICES. Any notices permitted or required hereunder shall be delivered
to the parties personally, by telecopier, or by United States Mail, with postage
prepaid,  certified or registered,  return receipt  requested,  addressed to the
respective parties at the following addresses and telecopier numbers:

   If to Company:             Smart Choice Automotive Group, Inc.
                              5200 South Washington Avenue
                              Titusville, Florida 32780

   Attention:                 James Neal Hutchinson, Jr.
                              Corporate Counsel
                              Telecopier: (407) 383-8822

   If to Grantor:             Gerald C. Parker, Trustee
                              101 Phillipe Parkway, Suite 300
                              Safety Harbor, Florida 34695
                              Telecopier: (813) 725-9570

   If to Optionee:            At the address and telecopier
                              number for the Optionee on file
                              with the Company

     The date of service of any notice or  communication  hereunder shall be the
date of the hand  delivery or receipt of  telecopy,  or three (3) days after the
mailing,  if mailed by certified mail, return receipt  requested.  A party whose
address or telecopy  number changes shall notify the other party,  in accordance
with this  Section,  within five (5) business  days of such change (the "Changed
Party"). Failure of the Changed Party to notify the other party of such a change
shall constitute a waiver of any right to receive notice under this Agreement by
the Changed Party.

     (e) VALIDITY.  In the event that any provision of this  Agreement  shall be
held to be invalid,  the same shall not affect, in any respect,  the validity of
the remainder of this Agreement.

     (f) INTEGRATED  AGREEMENT.  This Agreement and the Employment Agreement and
all  agreements  executed in accordance  with the terms hereof  constitutes  the
entire  understanding and agreement among the parties hereto with respect to the
subject   matter   hereof,   and  there  are  no   agreements,   understandings,
restrictions,  representations  or warranties among the parties other than those
set forth herein.

     (g) ATTORNEYS'  FEES. In the event any litigation  including any appeals is
instituted in connection with the breach,  enforcement or interpretation of this
Agreement, including, without limitation, any action seeking declaratory relief,
equitable relief,  injunctive relief, or damages,  the prevailing party shall be
entitled  to  recover  from the  non-prevailing  party all costs,  expenses  and
attorneys'  fees  incurred  in  connection  therewith,  including  any  costs of
collection.

     (h) STATE LAW GOVERNING CONTRACTS.  This Agreement shall be governed by the
laws of the State of Florida.

     (i) NO CONSTRUCTION  AGAINST  DRAFTING PARTY.  Each party to this Agreement
expressly  recognizes  that it results from a  negotiated  process in which each
party was given the  opportunity to consult with counsel and  contributed to the
drafting  of this  Agreement.  Given this fact,  no legal or other  presumptions
against  the  party  drafting  this  Agreement   concerning  its   construction,
interpretation  or  otherwise  shall  accrue to the benefit of any party to this
Agreement  and each party  shall  expressly  waives  the right to assert  such a
presumption in any proceedings or disputes  connected  with,  arising out of, or
involving this Agreement.

     IN WITNESS  WHEREOF,  the parties have  executed this  Non-Qualified  Stock
Option Agreement under seal as of the date first above written.

                              THE COMPANY:

                              SMART CHOICE AUTOMOTIVE GROUP, INC.


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

                              THE GRANTORS:

                              CONLAN-SMART CHOICE HOLDINGS
                              MANAGEMENT TRUST under agreement
                              dated January 29, 1997


                              By: /s/ Gary R. Smith
                              ---------------------
                              Gary R. Smith, Trustee


                              By: /S/ Gerald C. Parker
                              -----------------------
                              Gerald C. Parker, Trustee


                              PARKER-SMART CHOICE HOLDINGS
                              MANAGEMENT TRUST under agreement
                              dated January 29, 1997


                              By: /s/ Gary R. Smith
                              ---------------------
                              Gary R. Smith, Trustee


                              By: /s/ Gerald C. Parker
                              ------------------------
                              Gerald C. Parker, Trustee


                              THE OPTIONEE:

                              /s/ Joseph Alvarez
                              ------------------------------
                              Joseph Alvarez