EXHIBIT 10.20

                           EIGHTH AMENDED AND RESTATED
                                 PROMISSORY NOTE


$42,500,000.00                 PHOENIX, ARIZONA                   MARCH 27, 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 Forty-Two  Million Five Hundred  Thousand Dollars
($42,500,000.00)  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 First Amended and Restated Loan and Security Agreement 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 April 15, 1998. All outstanding principal together with all
          accrued and unpaid  interest  shall be due and payable,  if not sooner
          paid on December 31, 1999. 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 Article 2.6 of 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 Eighth Amended and Restated Promissory Note
is executed in  conjunction  with that  certain  Amended and  Restated  Loan and
Security  Agreement  of even date  herewith,  by and between  HOLDER,  MAKER and
Guarantors.  This  Eighth  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)  and 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)  and 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).  This Eighth 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 Eighth Amended
and Restated Promissory Note, but are hereby renewed,  extended,  recognized and
preserved  in  full to  secure  payment  of this  Eighth  Amended  and  Restated
Promissory  Note and all sums due or to become  due and  payable  under the Loan
Documents.

     13.  TEMPORARY  OVERLINE.  The  maximum  outstanding  balance  of this Note
includes a grant by Lender to Borrower of a temporary  overline of Seven Million
Five Hundred Thousand Dollars ($7,500,000.00). The availability of the temporary
overline  expires on April 30, 1998,  and  therefore,  the maximum  availability
pursuant  to this Note shall be  Thirty-Five  Million  Dollars  ($35,000,000.00)
after April 30, 1998.

                        MAKER:


                        Florida Finance Group Inc.
                        a Florida corporation


                        By: /s/ Richard Todd
                        --------------------
                           Assistant Vice President



                       Liberty Finance Company
                       a Florida corporation

                       By: /s/ Richard Todd 
                       ---------------------
                           Assistant Vice President



                       Smart Choice Receivables
                       Holding Company,
                       a Delaware corporation


                       By: /s/ Richard Todd
                       --------------------
                           Assistant Vice President