AMENDMENT TO
                          PLEDGE AND SECURITY AGREEMENT


     THIS AMENDMENT TO PLEDGE AND SECURITY AGREEMENT, made and entered into this
23rd day of January, 1998, by and between Smart Choice Automotive Group, Inc., a
Florida  corporation  ("Pledgor"),  and Stephens  Inc., an Arkansas  corporation
("Creditor"),

                                   WITNESSETH:

     WHEREAS,  Pledgor and  Creditor  have  entered  into a Pledge and  Security
Agreement dated as of September 30, 1997 (the "Pledge and Security Agreement");

     WHEREAS,  the  Creditor  is  funding  a loan  to  Eckler  Industries,  Inc.
("Eckler"),  a subsidiary of the Pledgor,  in the principal amount of $3 million
which  will  be  evidenced  by a  Promissory  Note of even  date  herewith  (the
"$3,000,000 Note");

     WHEREAS,  the  Pledgor and the  Creditor  intend for the Note to be secured
under the Pledge and Security Agreement;

     NOW  THEREFORE,  in  consideration  of the premises and the  agreements set
forth herein, the parties hereto agree as follows:

     1. Obligations.  Section 1.4 of the Pledge and Security Agreement is hereby
amended to provide in its entirety as follows:

                  1.4  "Obligations" - all present and future  indebtedness  and
         other  obligations  owing to  Creditor,  pursuant  to (a) that  certain
         Promissory  Note (the  "Note")  dated  October 3, 1997 by Eckler to the
         order of Creditor  in the face  principal  amount of One  Million  Five
         Hundred Thousand Dollars ($1,500,000), (b) that certain Promissory Note
         (the "$3,000,000  Note") by Eckler to the order of Creditor in the face
         principal  amount  of  Three  Million  Dollars  ($3,000,000),  (c) this
         Agreement, (d) that certain Guaranty Agreement dated September 30, 1997
         from Pledgor to Creditor (the  "Guaranty"),  as amended by that certain
         Amendment to Guaranty  Agreement  from  Pledgor to  Creditor,  (e) that
         certain  Security  Agreement  dated  September  30, 1997 from Eckler to
         Creditor,  as amended by that certain  Amendment to Security  Agreement
         from Eckler to Creditor (the "Eckler  Security  Agreement"),  or (f) or
         any of  them,  and  all  present  and  future  indebtedness  and  other
         obligations  owing by Pledgor to Creditor or  guaranteed to Creditor by
         Pledgor in connection with the Note or the $3,000,000 Note,  whether or
         not for the payment of money,  whether or not  evidenced by any note or
         other instrument,  whether direct or indirect,  absolute or contingent,
         due  or  to  become  due,  joint  or  several,  primary  or  secondary,
         liquidated  or  unliquidated,  secured or  unsecured,  whether  arising
         before,  during,  or after the commencement of any case with respect to
         Borrower  or Pledgor  under the United  States  Bankruptcy  Code of any
         similar statute,  including  interest,  fees,  charges,  expenses,  and
         attorneys'  fees  chargeable  to Pledgor or  incurred  by  Creditor  in
         connection  with  this  Agreement  and/or  the  transaction(s)  related
         thereto.

The  term  "Note"  in the  Pledge  and  Security  Agreement  shall  include  the
$3,000,000 Note.

     2.  Representations and Warranties.  The representations and warranties set
forth in the Pledge and Security  Agreement  are true and correct as of the date
hereof as if made on the date hereof.

     3. Effect of Amendment.  Except as amended hereby,  the Pledge and Security
Agreement shall remain in full force and effect in accordance with its terms.


     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first above written.

                                    PLEDGOR:

                                    SMART CHOICE AUTOMOTIVE GROUP, INC.



                                    By: /s/ James Neal Hutchinson, Jr.
                                    ----------------------------------
                                    Title: Vice President

                                    CREDITOR:

                                    STEPHENS INC.



                                    By: /s/ Curt Bradbury
                                    ---------------------
                                    Title:  Chief Operating Officer