Amendment No. 11 to Amended and Restated Motor Vehicle Installment Contract

                           Loan and Security Agreement

     This  Amendment is entered into by and between Ugly  Duckling  Corporation,
successor in interest to Ugly  Duckling  Holdings,  Inc.  ("Ugly  Duckling"),  a
Delaware   corporation;   Ugly  Duckling  Car  Sales  and  Finance   Corporation
("UDCSFC"),  an Arizona corporation formerly known as Duck Ventures,  Inc.; Ugly
Duckling  Credit  Corporation  ("UDCC")  formerly  known as Champion  Acceptance
Corporation, an Arizona corporation; Ugly Duckling Car Sales, Inc. ("Sales"); an
Arizona corporation;  Champion Financial Services, Inc. ("Champion"), an Arizona
corporation;  Ugly Duckling Car Sales  Florida,  Inc. ("Car Sales  Florida"),  a
Florida  corporation;   Cygnet  Financial  Corporation  ("Cygnet"),  a  Delaware
corporation; Cygnet Support Services, Inc. ("Services"), an Arizona corporation;
Cygnet Financial Services,  Inc. ("Cygnet  Services"),  an Arizona  corporation;
Cygnet Financial Portfolio,  Inc. ("Cygnet Portfolio"),  an Arizona corporation;
Ugly  Duckling  Portfolio  Partnership,  L.L.P.  ("UDPP"),  an  Arizona  limited
liability  partnership;  Ugly Duckling Finance Corporation  ("UDFC"), an Arizona
corporation;  and  Ugly  Duckling  Portfolio  Corporation  ("UDPC")  an  Arizona
corporation  formerly  known  as  Champion  Portfolio  Corporation  (all  of the
foregoing entities collectively  referred to herein as "Borrower");  and General
Electric Capital Corporation, a New York corporation ("Lender").

                                    RECITALS

     A. Borrower and Lender are parties to an Amended and Restated Motor Vehicle
Installment Contract Loan and Security Agreement dated as of August 15, 1997, as
amended by an  Assumption  and  Amendment  Agreement  dated  October  23,  1997,
Amendment  No. 1 dated  December 22, 1997,  Amendment  No. 2 dated  September 9,
1998,  Amendment No. 3 dated January 18, 1999,  Amendment No. 4 dated as of July
19, 1999,  Amendment  No. 5 dated August 16, 1999,  Amendment No. 6 dated August
27,  1999,  Amendment  No. 7 dated  November  30,  1999,  Amendment  No. 8 dated
December 7, 1999,  Amendment No. 9 dated  December 8, 1999, and Amendment No. 10
dated March 6, 2000 (the Amended and Restated Motor Vehicle Installment Contract
Loan  and  Security  Agreement  as so  amended  is  referred  to  herein  as the
"Agreement") pursuant to which Lender agreed to make Advances to Borrower on the
terms and conditions set forth in the Agreement.

     B. Borrower and Lender desire to amend certain  provisions of the Agreement
pursuant to the terms set forth in this Amendment.

     In consideration of the premises and other good and valuable consideration,
the receipt of which is hereby  acknowledged by each of the parties hereto,  the
parties agree as follows:

     1.   Defined Terms.  Unless  otherwise  specified  herein,  all capitalized
          terms used in this Amendment shall have the same meaning given to such
          term(s) in the Agreement.

     2.   Amendments  to  Agreement.  Effective  as  of  the  date  hereof,  the
          Agreement is hereby amended as follows.

          a.)  Loan Term:  Right to  Terminate.  Section 2.3 of the Agreement is
               hereby amended in its entirety to read as follows:

               "Loan Term;  Right to  Terminate.  Unless  sooner  terminated  as
               hereinafter provided,  this Agreement shall terminate without any
               notice requirement on June 30, 2001 if not renewed or extended by
               a mutual  written  agreement.  Upon the occurrence of an Event of
               Default,   Lender  may,   without   prior   notice  to  Borrower,
               immediately terminate this Agreement. A prepayment in full of the
               Loan shall be a termination  of this  Agreement.  Notwithstanding
               termination  of this  Agreement in any manner,  the  Indebtedness
               shall be  payable  in  accordance  with this  Agreement,  and all
               rights and  remedies  granted to Lender  hereunder or pursuant to
               applicable law shall  continue until all  obligations of Borrower
               to Lender have been fully paid and performed."

          b.)  Borrowing  Base. The definition of Borrowing Base in Section 16.0
               of the  Agreement  is deleted  and  replaced  in its  entirety as
               follows:

               Borrowing Base: the amount equal to the lesser of (i) One Hundred
               Twenty-five  Million  Dollars  ($125,000,000.00)  minus  the Loan
               Availability  Cap,  or (ii) an amount  equal to (A) the lesser of
               the Securitization Net Proceeds  Percentage or sixty five percent
               (65%) of the  Outstanding  Principal  Balance  of all  Originated
               Eligible Contracts (but not to exceed one hundred fifteen percent
               (115%) of the NADA  average  wholesale  Black  Book value for all
               such  Contracts  in the  aggregate)  during  the  time  they  are
               included in the Borrowing  Base pursuant to Section 3.1; plus (B)
               eighty-six percent (86%) of the Outstanding  Principal Balance of
               all Champion  Eligible  Contracts  (but not to exceed one hundred
               seven  percent  (107%) of wholesale  Kelly Blue Book for all such
               Contracts in the aggregate)  during the time they are included in
               the Borrowing Base pursuant to Section 3.1; plus (C) seventy-five
               percent  (75%)  of  the  Outstanding  Principal  Balance  of  all
               Seminole Eligible  Contracts during the time they are included in
               the  Borrowing  Base  pursuant  to  Section  3.1;  plus  (D)  the
               Inventory  Advance Value;  plus (E) during the term of the Dealer
               Contract  Facility,  the Dealer Contract Advance Value;  plus (F)
               fifty percent (50%) of the Outstanding  Principal  Balance of all
               DCT Eligible Contracts during the time the DCT Eligible Contracts
               are included in the  Borrowing  Base pursuant to Section 3.1. (G)
               forty and one-half  percent (40.5%) of the Outstanding  Principal
               Balance  of all VAM  Eligible  Contracts  during the time the VAM
               Eligible Contracts are included in the Borrowing Base pursuant to
               Section 3.1. At Lender's sole and absolute  discretion  following
               Borrower's  request,  Lender may agree to include  Bulk  Purchase
               Contracts as part of the Borrowing Base hereunder.  The amount of
               advance  against Bulk  Purchase  Contracts,  if any,  shall be at
               Lender's  sole and absolute  discretion.  With respect to section
               (ii) (A) of this  definition,  compliance with the  parenthetical
               test based on Black Book  values  shall be  measured  by Lender's
               sample of 100 or more Contracts and not on a Contract-by-Contract
               basis.

          c.)  Securitization Net Proceeds Percentage.  The following definition
               is added to Section 16.0 of the Agreement in proper  alphabetical
               order:

               Securitization  Net  Proceeds  Percentage:  determined  solely by
               Lender  according  to the  following  formula:  The  aggregate of
               [(Total  Securitized  Pool  less any  Securitization  Reductions)
               divided  by  Total  Securitized  Pool]  minus  [75  basis  points
               (.75%)], with the resulting number rounded to the nearest 1/100th
               of a percent.

          d.)  Securitization  Reductions.  The following definition is added to
               Section 16.0 of the Agreement in proper alphabetical order:

               Securitization Reductions:  Reductions from the Total Securitized
               Pool   including  but  not  limited  to  reductions   for  credit
               enhancement  certificates  or notes,  initial  deposits to spread
               accounts,  plus to the extent the following  "Fees" deducted from
               the closing  proceeds are greater the one percent  (1.00%) of the
               Total Securitized Pool, placement agent fees, legal fees, insurer
               fees, and accounting fees.

          e.)  Total  Securitized  Pool.  The  following  definition is added to
               Section 16.0 of the Agreement in proper alphabetical order:

               Total  Securitized  Pool:  The  total  dollar  amount of the most
               recently closed securitization by Borrower.

     4.   Incorporation  of Amendment.  The parties  acknowledge  and agree that
          this Amendment is incorporated  into and made a part of the Agreement,
          the terms and provisions of which,  unless expressly  modified herein,
          or unless no longer applicable by their terms, are hereby affirmed and
          ratified  and remain in full force and effect.  To the extent that any
          term or  provision  of this  Amendment  is or may be deemed  expressly
          inconsistent  with any term or provision of the  Agreement,  the terms
          and provisions of this Amendment shall control.  Each reference to the
          Agreement  shall be a reference  to the  Agreement  as amended by this
          Amendment.   This   Amendment,   taken  together  with  the  unamended
          provisions  of the  Agreement  which  are  affirmed  and  ratified  by
          Borrower,  contains the entire  agreement among the parties  regarding
          the transactions described herein and supersedes all prior agreements,
          written or oral, with respect thereto.

     5.   Borrower  Remains Liable.  Borrower hereby confirms that the Agreement
          and  each  document  executed  by  Borrower  in  connection  therewith
          continue  unimpaired  and in full force and effect and shall cover and
          secure all of Borrower's  existing and future  obligations  to Lender.
          Nothing contained herein is intended, nor shall be construed,  to be a
          novation or an accord and satisfaction of the outstanding  liabilities
          or any of Borrower's other obligations to Lender.

     6.   Headings.  The paragraph  headings contained in this Amendment are for
          convenience  of reference  only and shall not be considered a part of
          this Amendment in any respect.

     7.   Governing  Law. This  Amendment  shall be governed by and construed in
          accordance  with  the  laws of the  State  of  Arizona.  -------------
          Nothing  herein shall  preclude  Lender from  bringing  suit or taking
          other legal action in any jurisdiction.

     8.   Execution  in  Counterparts.  This  Amendment  may be  executed in any
          number of  counterparts  and by different  parties  hereto in separate
          counterparts,  each of which when so executed and  delivered  shall be
          deemed  to be an  original  and  all of  which  taken  together  shall
          constitute one and the same instrument.

<PAGE>

     IN WITNESS WHEREOF,  the undersigned have entered into this Amendment as of
June 30, 2000.

GENERAL ELECTRIC CAPITAL
CORPORATION                                 UGLY DUCKLING CAR SALES, INC.

By: ________________________________        By:  ______________________________
Title:  ____________________________        Title:  ___________________________

UGLY DUCKLING CORPORATION
By:  _______________________________
Title: _____________________________





UGLY DUCKLING CAR SALES AND                 CHAMPION FINANCIAL SERVICES, INC.
FINANCE CORPORATION

By:     ____________________________        By: ________________________________

Title:  ____________________________        Title: _____________________________


UGLY DUCKLING CAR SALES FLORIDA,                     UGLY     DUCKLING CREDIT
INC.                                                 CORPORATION

By:    _____________________________        By:    _____________________________
Title:  ____________________________        Title: _____________________________


CYGNET FINANCIAL CORPORATION

By: ________________________________
Title: _____________________________


CYGNET SUPPORT SERVICES, INC.

By: ________________________________
Title: _____________________________


CYGNET FINANCIAL SERVICES, INC.             CYGNET FINANCIAL PORTFOILIO, INC.

By: ________________________________        By: ________________________________
Title: _____________________________        Title: _____________________________


UGLY DUCKLING PORTFOLIO                     UGLY DUCKLING FINANCE CORPORATION
PARTNERSHIP, L.L.P.

By: ________________________________        By: ________________________________
Title: _____________________________        Title: _____________________________


UGLY DUCKLING PORTFOLIO
CORPORATION

By: ________________________________
Title: _____________________________