Rediscount Finance
                          TENTH AMENDED AND RESTATED 
                                 PROMISSORY NOTE


$100,000,000.00             PHOENIX, ARIZONA                  NOVEMBER 9, 1998


     FOR VALUE  RECEIVED,  the  undersigned  ("MAKER"),  hereby  unconditionally
promises  to pay  to  the  order  of  FINOVA  CAPITAL  CORPORATION,  a  Delaware
corporation  ("HOLDER"),  at HOLDER's  branch address at 13355 Noel Road,  Suite
800,  Dallas,  Texas  75240,  or at such other place as HOLDER may  designate in
writing,  the principal sum of One Hundred Million Dollars  ($100,000,000.00) or
so much thereof as shall be outstanding from time to time, with interest thereon
at the Stated Interest Rate calculated on the average daily balance outstanding,
as follows:

1.   DEFINITIONS.  When used herein, the following terms have the meanings given
     in this paragraph:

          A. LOAN AGREEMENT.  The term "Loan  Agreement" shall mean that certain
     Second Amended and Restated Loan and Security Agreement, dated of even date
     herewith,  entered  into by and  between  FINOVA  CAPITAL  CORPORATION,  as
     Lender, and MAKER, as Borrower, and all amendments, substitutions, renewals
     and extensions  thereof.  All  capitalized  terms used herein which are not
     expressly  defined  herein shall have the meanings  ascribed to them in the
     Loan Agreement.

          B. MAXIMUM RATE. The term "Maximum Rate" shall mean the highest lawful
     rate of interest  applicable to this NOTE. In determining the Maximum Rate,
     due  regard  shall be  given  to all  payments,  fees,  charges,  deposits,
     balances and agreements  which may constitute  interest or be deducted from
     principal when calculating interest.

2.   PAYMENT. The principal and interest of this NOTE are payable as follows:

          A. Accrued but unpaid interest for each calendar month during the term
     hereof  shall be due and  payable  monthly,  in arrears,  on the  fifteenth
     (15th) day of the immediately succeeding calendar month commencing November
     15, 1998. All  outstanding  principal  together with all accrued and unpaid
     interest shall be due and payable, if not sooner paid on December 31, 2001.
     All payments  received  hereunder shall be applied as set forth in the Loan
     Agreement.

          B.  Notwithstanding the foregoing,  principal shall be immediately due
     and payable  without  written notice and demand from Lender in such amounts
     so that the outstanding balance hereunder does not, at anytime,  exceed the
     permitted  amount of the Loan as determined  pursuant to Section 2.1 of the
     Loan  Agreement.  The amount of such payments shall be determined by HOLDER
     pursuant to the terms of the Loan  Agreement  and based upon the  principal
     balance of this NOTE then  outstanding  as determined  pursuant to the Loan
     Agreement  and as shown on the books and records of HOLDER,  maintained  in
     accordance with its usual practice,  the entries of which being prima facie
     evidence of the existence and amounts as therein recorded.

          C. All of the principal  hereunder may be prepaid in full at any time;
     however,  such  voluntary  prepayments  shall be subject  to the  voluntary
     prepayment provisions set forth in the Loan Agreement.


     3. PRINCIPAL BALANCE. The unpaid principal balance of this NOTE at any time
shall be the total  amounts  loaned or advanced  hereunder  by HOLDER,  less the
amount of payments or prepayments of principal made hereon by or for the account
of MAKER.  It is contemplated  that by reason of payments or prepayments  hereon
there may be times when no indebtedness is owing hereunder;  but notwithstanding
such occurrences,  this NOTE shall remain valid and shall be in force and effect
as to loans or  advances  made  pursuant  to and  under  the  terms of this NOTE
subsequent  to each such  occurrence.  All loans or advances and all payments or
prepayments  made hereunder on account of principal or interest may be evidenced
by HOLDER,  or any subsequent  holder,  maintaining in accordance with its usual
practice an account or accounts  evidencing the  indebtedness of MAKER resulting
from all loans or advances and all payments or  prepayments  hereunder from time
to time in the amounts of principal  and interest  payable and paid from time to
time hereunder,  in which event, in any legal action or proceeding in respect of
this NOTE,  subject to Section 2.9 of the Loan  Agreement,  the entries  made in
such  account or accounts  shall be prima facie  evidence of the  existence  and
amounts of the  obligations  of MAKER  therein  recorded.  In the event that the
unpaid  principal  amount  hereof,  at any time and for any reason,  exceeds the
maximum  amount  hereinabove  specified,  MAKER  covenants and agrees to pay the
excess  principal  amount  immediately  without  notice or demand;  such  excess
principal  amount shall in all respects be deemed to be included among the loans
or  advances  made  pursuant  to the other  terms of this  NOTE and  shall  bear
interest at the rate hereinabove stated.

         4. ADVANCES. This Promissory Note is the "Note" referred to in the Loan
Agreement and the Holder is entitled to all the rights, remedies and benefits of
the Lender  thereunder.  Reference is hereby made to the Loan  Agreement for the
terms and conditions under which this Note is to be made and to be repaid.

         5. DEFAULT, REMEDIES. Upon the occurrence and during the continuance of
any one or more of the Events of Default set forth in the Loan Agreement, at the
option of the  holder of this NOTE,  the entire  unpaid  principal  balance  and
accrued and unpaid  interest hereon shall at once become due and payable without
notice or demand and the Holder may foreclose and enforce all liens and security
interests securing this NOTE.

         If  this  NOTE  is  not  paid  when  due,  whether  at  maturity  or by
acceleration,  or if it is collected  through a  bankruptcy,  probate,  or other
judicial  proceeding,  whether  before or after  maturity,  MAKER  agrees to pay
attorney's fees,  together with all actual expenses of collection and litigation
and costs of court incurred by the Holder, whether or not suit is actually filed
or not.

         6. WAIVER. MAKER and all other makers,  signers,  sureties,  guarantors
and endorsers of this NOTE waive demand, presentment, notice of dishonor, notice
of intent to demand or accelerate  payment hereof,  diligence in the collecting,
grace, notice and protest, and agree to one or more extensions for any period or
periods  of time  and  partial  payments,  before  or  after  maturity,  without
prejudice to HOLDER.

         7. SECURITY.  This NOTE is secured by certain security interests as set
forth in the Loan Agreement.

         8.  CONTROLLING  AGREEMENT.  The contracted for rate of interest of the
Loan without limitation, shall consist of the following: (i) the Stated Interest
Rate,  calculated and applied to the principal balance of the Note in accordance
with the  provisions of this Note and the Loan  Agreement;  (ii) interest  after
Event of Default or due date,  calculated  and  applied to the amounts due under
this Note in accordance  with the provisions  thereof;  and (iii) all Additional
Sums (as herein defined), if any. Borrower agrees to pay an effective contracted
for rate of interest which is the sum of the above-referenced elements.

         All fees, charges,  goods, things in action or any other sums or things
of value (other than amounts described in the immediately  previous  paragraph),
paid or payable by  Borrower  (collectively,  the  "Additional  Sums"),  whether
pursuant to this Note, the Loan Agreement or any other  documents or instruments
in any way pertaining to this lending transaction,  or otherwise with respect to
this  lending  transaction,  that under any  applicable  law may be deemed to be
interest  with  respect  to this  lending  transaction,  for the  purpose of any
applicable  law that may limit the maximum amount of interest to be charged with
respect to this lending transaction,  shall be payable by Borrower as, and shall
be deemed to be, additional interest and for such purposes only, the agreed upon
and  "contracted  for rate of  interest" of this  lending  transaction  shall be
deemed to be increased by the rate of interest  resulting  from the inclusion of
the Additional Sums.

         It is  the  intent  of  the  parties  to  comply  with  the  usury  law
("Applicable  Usury  Law")  applicable  pursuant  to the terms of the  preceding
paragraph or such other usury law which is  applicable  if the law chosen by the
parties is not applicable.  Accordingly,  it is agreed that  notwithstanding any
provisions  to the contrary in this NOTE,  or in any of the  documents  securing
payment hereof or otherwise relating hereto, in no event shall this NOTE or such
documents  require the payment or permit the collection of interest in excess of
the maximum  contract rate permitted by the  Applicable  Usury Law. In the event
(a) any such excess of interest  otherwise would be contracted  for,  charged or
received from Maker or otherwise in connection  with the loan evidenced  hereby,
or (b) the maturity of the indebtedness evidenced by this NOTE is accelerated in
whole or in part,  or (c) all or part of the  principal or interest of this NOTE
shall be prepaid, so that under any of such circumstances the amount of interest
contracted  for,  charged or  received  in  connection  with the loan  evidenced
hereby, would exceed the maximum contract rate permitted by the Applicable Usury
Law, then in any such event (1) the  provisions of this  paragraph  shall govern
and control,  (2) neither  Maker nor any other person or entity now or hereafter
liable  for the  payment  hereof  will be  obligated  to pay the  amount of such
interest  to the  extent  that it is in  excess  of the  maximum  contract  rate
permitted by the  Applicable  Usury Law, (3) any such excess which may have been
collected shall be either applied as a credit against the then unpaid  principal
amount hereof or refunded to Maker,  at Holder's  option,  and (4) the effective
rate of interest will be automatically reduced to the maximum amount of interest
permitted by the Applicable  Usury Law. It is further agreed,  without  limiting
the generality of the foregoing,  that to the extent permitted by the Applicable
Usury Law; (x) all  calculations  of interest  which are made for the purpose of
determining  whether such rate would exceed the maximum  contract rate permitted
by the Applicable Usury Law shall be made by amortizing,  prorating,  allocating
and  spreading  during the period of the full stated term of the loan  evidenced
hereby,  all interest at any time contracted for, charged or received from Maker
or  otherwise  in  connection  with such  loan;  and (y) in the  event  that the
effective  rate of  interest  on the loan  should at any time exceed the maximum
contract rate allowed under the Applicable  Usury Law, such excess interest that
would  otherwise  have been  collected had there been no ceiling  imposed by the
Applicable  Usury Law shall be paid to Holder from time to time, if and when the
effective  interest rate on the loan  otherwise  falls below the maximum  amount
permitted by the  Applicable  Usury Law, to the extent that interest paid to the
date of calculation  does not exceed the maximum  contract rate permitted by the
Applicable  Usury Law,  until the entire  amount of  interest  which  would have
otherwise  been  collected had there been no ceiling  imposed by the  Applicable
Usury Law has been paid in full.  Maker  further  agrees that should the maximum
contract  rate  permitted by the  Applicable  Usury Law be increased at any time
hereafter  because of a change in the law, then to the extent not  prohibited by
the  Applicable  Usury  Law,  such  increases  shall  apply to all  indebtedness
evidenced  hereby  regardless  of when  incurred;  but,  again to the extent not
prohibited  by the  Applicable  Usury Law,  should  the  maximum  contract  rate
permitted by the  Applicable  Usury Law be decreased  because of a change in the
law,  such  decreases  shall  not  apply to the  indebtedness  evidenced  hereby
regardless of when incurred.

         9.  APPLICABLE LAW. This NOTE shall be construed in accordance with the
laws of the State of Arizona  and the laws of the United  States  applicable  to
transactions in the State of Arizona.

         10. NO WAIVER.  No delay on the part of the HOLDER in the  exercise  of
any power or right  under this NOTE,  or under the LOAN  AGREEMENT  or any other
instrument executed in connection  herewith,  shall operate as a waiver thereof,
nor shall a single or partial  exercise of any power or right  preclude other or
further exercise thereof or exercise of any other power or right. Enforcement by
HOLDER of any security for the payment  hereof shall not constitute any election
by it of remedies so as to preclude the  exercise of any other remedy  available
to it.

         11.  SUCCESSORS,  ASSIGNS.  The  term  "HOLDER"  shall  include  all of
HOLDER's successors and assigns to whom the benefits of this NOTE shall inure.

         12. RENEWAL AND EXTENSION.  This Tenth Amended and Restated  Promissory
Note is executed in conjunction with that certain Schedule to Second Amended and
Restated  Loan and  Security  Agreement  of even date  herewith,  by and between
HOLDER, MAKER and Guarantors. This Tenth Amended and Restated Promissory Note is
given  in  renewal,   extension  and   rearrangement  of  and  not  in  payment,
satisfaction or extinguishment  of that certain  Promissory Note in the original
principal  amount of Two Million  Dollars  ($2,000,000.00),  dated  February 24,
1994,  (the  "Prior  Note")  executed by MAKER in favor of  Greyhound  Financial
Corporation,  the  same  being  amendments,  renewals  and  extensions  of prior
instruments as referenced in the Prior Note,  that certain  Amended and Restated
Promissory  Note  in the  original  principal  amount  of Four  Million  Dollars
($4,000,000.00), dated June 8, 1995, ("Amended Note") executed by Maker in favor
of  FINOVA  Capital  Corporation,  that  certain  Second  Amended  and  Restated
Promissory  Note,  dated May 13,  1996  ("Second  Amended  Note") in the  stated
principal amount of Five Million Dollars  ($5,000,000.00),  executed by Maker in
favor of FINOVA  Capital  Corporation,  that certain  Third Amended and Restated
Promissory  Note,  dated October 15, 1996 ("Third  Amended  Note") in the stated
principal  amount of Five Million Dollars  ($5,000,000.00),  that certain Fourth
Amended and Restated  Promissory  Note,  dated February 4, 1997 ("Fourth Amended
Note")   in  the   stated   principal   amount   of   Twenty   Million   Dollars
($20,000,000.00), that certain Fifth Amended and Restated Promissory Note, dated
April 22, 1997 ("Fifth Amended Note") in the stated  principal  amount of Thirty
Five Million Dollars  ($35,000,000.00).  that certain Sixth Amended and Restated
Promissory  Note,  dated  May 7,  1997  ("Sixth  Amended  Note")  in the  stated
principal amount of Thirty-Five Million Dollars  ($35,000,000.00),  that certain
Seventh Amended and Restated  Promissory  Note,  dated December 30, 1997, in the
stated principal amount of Thirty-Five  Million Dollars  ($35,000,000.00),  that
certain  Eighth  Amended  and  Restated  Promissory  Note,  dated March 27, 1998
("Eighth Amended Note"),  in the stated  principal  amount of Forty-Two  Million
Five Hundred  Thousand Dollars  ($42,500,000.00)  and that certain Ninth Amended
and  Restated  Promissory  Note in the stated  principal  amount of Seventy Five
Million  Dollars  ($75,000,000.00),  dated May 11, 1998 ("Ninth  Amended Note").
This Tenth Amended and Restated  Promissory  Note is secured by liens granted to
HOLDER on certain  collateral  and is a continuation  of MAKER'S  obligations to
HOLDER and such  obligations  and liens,  mortgages,  deeds of trust or security
interests are not  extinguished  by this Tenth  Amended and Restated  Promissory
Note,  but are hereby  renewed,  extended,  recognized  and preserved in full to
secure payment of this Tenth Amended and Restated  Promissory  Note and all sums
due or to become due and payable under the Loan Documents.


                                    MAKER:

                                    FLORIDA FINANCE GROUP, INC.
                                    A FLORIDA CORPORATION


                                    BY: /s/ Charles D. Bonanno  
                                    ---------------------------
                                    CHARLES D. BONANNO, EXECUTIVE VICE PRESIDENT


                                    LIBERTY FINANCE COMPANY
                                    A FLORIDA CORPORATION


                                    BY: /s/ Charles D. Bonanno 
                                    ---------------------------
                                    CHARLES D. BONANNO, EXECUTIVE VICE PRESIDENT

    
                                    SMART CHOICE RECEIVABLES
                                    HOLDING COMPANY,
                                    A DELAWARE CORPORATION


                                    BY: /s/ Charles D. Bonanno  
                                    ---------------------------
                                    CHARLES D. BONANNO, EXECUTIVE VICE PRESIDENT

     
                                    FIRST CHOICE AUTO FINANCE, INC.
                                    A FLORIDA CORPORATION


                                    BY: /s/ Charles D. Bonanno  
                                    ---------------------------
                                    CHARLES D. BONANNO, EXECUTIVE VICE PRESIDENT