EXHIBIT 1
XXXX OF SALE
THIS XXXX OF SALE is dated on or as of the 11th day of March, 2002, by
and between XXXXX X. XXXXX ("Buyer") and CROWN GROUP, INC. ("Seller").
W I T N E S S E T H:
WHEREAS, Seller desires to sell, and Buyer desires to purchase,
6,857,907 shares of Common Stock, $0.01 par value, of SMART CHOICE AUTOMOTIVE
GROUP, INC., a Florida corporation, evidenced by Certificate Number SC1264 (the
"Stock"), for and in consideration of the payment by Buyer of the aggregate sale
price of $100.00, such aggregate sale price to be paid in cash.
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Seller hereby grants, sells, assigns, and transfers to Buyer
the Stock, and in consideration thereof, Buyer has paid to Seller $100.00 by
check.
2. Seller represents and warrants to Buyer that:
a. Seller is the record and beneficial owner and holder
of the Stock, all of which is duly authorized, validly issued, fully
paid and nonassessable, and Seller holds the Stock free and clear of
all liens, encumbrances, options, charges and assessments, except for
the Smart Choice Stock Option, as such term is defined in the
Settlement Agreement dated as of the 8th day of November, 2001, by and
between Seller and Finova Capital Corporation;
b. Seller has full lawful power, authority and right to
sell, assign, transfer and deliver the Stock as provided herein; and
c. Seller will at all times execute or cause to be
executed all lawful instruments necessary and proper to establish and
perfect the ownership of Buyer in and to the Stock.
IN WITNESS WHEREOF, the parties have executed this Xxxx of Sale on or
as of the day and year first written above.
BUYER:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
SELLER:
CROWN GROUP, INC., a Texas corporation
By: /s/ X.X. Xxxxxxx, III
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X.X. Xxxxxxx, III, Executive Vice
President and General Counsel
