EXHIBIT 10.65

                           AMENDMENT TO DEALER CAPITAL
                           LOAN AND SECURITY AGREEMENT


     This Amendment to Dealer Capital 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
Capital  Loan  and  Security  Agreement,  dated  October  12,  1995  (the  "Loan
Agreement"),  whereby  NMAC  agreed to advance to B & B the  maximum  sum of ONE
MILLION  TWO  HUNDRED  THOUSAND  AND  NO/100   ($1,200,000.00)   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 EIGHT  HUNDRED  THOUSAND  AND NO/100  ($800,000.00)
DOLLARS, less any principal payments (if any) made subsequent to July 8, 1997.

     4. The second sentence of Article I of the Loan Agreement is hereby deleted
in its entirety and the following is substituted therefore:

                  "From  the  Effective  Date of this  Dealer  Capital  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 under
                  this Agreement.  Commencing with the first month following the
                  expiration  of the Interest  Only Period and  continuing  each
                  month thereafter,  successive  monthly  installments of TWENTY
                  THOUSAND AND NO/100  ($20,000.00)  DOLLARS each  together with
                  all accrued and unpaid interest and all other fees,  costs and
                  charges  shall be paid under this  Agreement,  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.  Article  III of the Loan  Agreement  is  hereby  modified  by  deleting
subparagraph (b) thereof and substituting the following in its place:

                  "So long as any  portion of the Loan is  outstanding,  each of
                  the person(s) named below ("Dealer Principals"), respectively,
                  shall  participate  in the active  management and operation of
                  the Dealer as follows:


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

                  Gary Smith                          Dealer Principal

                  Should  Thomas  DeRita,  Jr. no longer have the  position of
                  Executive Manger of the Dealer, this position will be filled
                  by a person acceptable to NMAC, which such approval will not
                  be unreasonably withheld or delayed."

     6. Article I (B) of Schedule A 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."

    7.  Article  III,  Section A of Schedule A to the Loan  Agreement is hereby
modified by adding the following:

                  "7.   Tangible  Net  Worth,   Working  Capital  and  Net  Cash
                  Requirements.  The Borrower shall at all times during the term
                  of this Loan maintain Tangible Net Worth,  Working Capital and
                  Net Cash  Requirements  as  established  from  time to time by
                  NMAC.  Effective July 1, 1997, the  Capitalization  Guidelines
                  are as follows:

                                Required Minimum Amount      

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

                  The Capitalization  Guidelines are only minimum guidelines and
                  may change in the sole and absolute  discretion of NMAC and/or
                  NMC upon notice to the Borrower."

     8.  Article IV of Schedule A to the Loan  Agreement  is hereby  modified by
adding the following:

                  "7. Other Events of Default. In addition to the other Events
                  of  Default  set  forth  above,  the  following  shall  also
                  constitute and Event of Default:

                    (a)  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");

                    (b)  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;

                    (c)  Failure to allow NMAC to audit the financial records of
                         the Borrower or any Guarantor;

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

                    (e)  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;

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


                    (g)  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.

                  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."

     9. Article V(F) of Schedule A to the Loan  Agreement is hereby  modified by
providing that all notices to the Dealer shall be sent to the following:

                  5200 South Washington Avenue
                  Titusville, Florida  32780
                  Attention:

     10.  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  herein  contained  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.

     11. 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.

     12. 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.

     13. 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.

     14. 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.

     15. 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.

     16. 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.

     17. 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.

     18. 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.

     19. 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 NISSAN MOTOR ACCEPTANCE CORPORATION the presence
of:

/s/ Christine Daba                  By:  /s/ Mark Doi
Witness                             Print Name:  Mark Doi
Print Name:  Christine Daba         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