GREENWICH/GECC/BNY INTERCREDITOR AGREEMENT

     This  Greenwich/GECC/BNY  Intercreditor  Agreement  (this  "Agreement")  is
entered  into on this 13th day of April  2001 by and  between  General  Electric
Capital  Corporation,  a New York corporation  ("Inventory  Lender"),  Greenwich
Capital Financial Products,  Inc., a Delaware corporation ("Receivable Lender"),
and BNY Midwest Trust  Company,  an Illinois  corporation,  as Collateral  Agent
("Collateral  Agent" and  collectively  with  Inventory  Lender  and  Receivable
Lender,  the  "Parties" and each a "Party") on behalf of the Stock Lenders under
the Stock Loan Agreement (each defined below).

                                    Recitals:

     1. Ugly Duckling  Corporation,  a Delaware  corporation  ("Ugly Duckling"),
Ugly  Duckling  Car  Sales  and  Finance  Corporation,  an  Arizona  corporation
("UDCSFC"),  Ugly Duckling Credit Corporation,  an Arizona corporation ("UDCC"),
Ugly  Duckling Car Sales,  Inc.,  an Arizona  corporation  ("Car  Sales"),  Ugly
Duckling Car Sales Florida,  Inc., a Florida  corporation  ("Car Sales Florida")
and Ugly Duckling Finance  Corporation,  an Arizona  corporation  ("UDFC") (Ugly
Duckling,  UDCSFC,  UDCC, Car Sales, Car Sales Florida and UDFC are collectively
referred to herein as the "Debtor")  have entered into that certain  Master Loan
and  Security  Agreement  of even  date  herewith,  by and  between  Debtor  and
Receivable Lender (as the same may be renewed,  extended,  modified,  amended or
replaced from time to time, the "Receivables Loan Agreement").

     2.  Debtor and  Inventory  Lender are parties to that  certain  Amended and
Restated Motor Vehicle Installment Contract Loan and Security Agreement dated as
of August 15, 1997, by and between Debtor and Inventory  Lender (as the same may
be  renewed,  extended,  modified,  amended or replaced  from time to time,  the
"Inventory Loan Agreement").

     3. UDC,  UDCSFC and  Collateral  Agent are parties to that  certain  Senior
Secured Loan Agreement dated as of January 11, 2001 among UDC, the lenders party
thereto  (each,  a "Stock  Lender"),  and  Collateral  Agent (as the same may be
renewed,  extended,  modified, amended or replaced from time to time, the "Stock
Loan  Agreement").  In connection with the Stock Loan  Agreement,  a Consent and
Subordination  Agreement  dated  as of  January  11,  2001  (as the  same may be
renewed,  extended,  modified,  amended  or  replaced  from  time to  time,  the
"GECC/SunAmerica  Subordination  Agreement")  was entered into by the parties to
the Stock Loan Agreement and the Inventory Lender.

     4. Receivable  Lender  acknowledges  that the extension of credit and other
financial  accommodations granted to Debtor by Inventory Lender and Stock Lender
are of value to Receivable Lender.

     5.  Inventory  Lender  acknowledges  that the extension of credit and other
financial accommodations granted to Debtor by Receivable Lender and Stock Lender
are of value to Inventory Lender.

     6.  Collateral  Agent and Stock Lender  acknowledge  that the  extension of
credit and other financial accommodations granted to Debtor by Receivable Lender
and Inventory Lender are of value to Stock Lender.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  Parties  hereby  agree as
follows:

     1. Definitions.  Certain  capitalized terms are used in this Agreement with
the specific  meanings  defined in this Section 1 or in other provisions of this
Agreement.  All terms  defined in this Section 1 or in other  provisions of this
Agreement in the singular  shall have the same  meanings when used in the plural
and vice versa.

     "Agreement" shall have the meaning set forth in the preamble hereto.

     "Business Day" means any day other than (i) a Saturday or Sunday, or (ii) a
day in which the New York Stock Exchange or the Federal Reserve Bank of New York
is authorized or obligated by law or executive order to be closed.

     "Collateral  Agent"  shall have the  meaning  assigned  to such term in the
preamble hereto.

     "Contract  Collateral"  shall have the meaning ascribed to such term in the
Receivables  Loan Agreement on the date of this Agreement,  except to the extent
specified  in Section  6(d)  hereof,  and  provided  that,  notwithstanding  any
contrary  provision  herein,  such term  shall  not  include  any  Stock  Pledge
Collateral.

     "Custodian" shall have the meaning ascribed to such term in the Receivables
Loan Agreement.

     "Debtor" shall have the meaning set forth in the recitals hereto.

     "GECC/SunAmerica  Subordination  Agreement" shall have the meaning assigned
to such term in the recitals hereto.

     "Inventory  Collateral"  shall have the meaning  ascribed to  "Non-Contract
Collateral" in the  Receivables  Loan  Agreement on the date of this  Agreement,
except that any proceeds of Inventory  Collateral which constitute  Contracts or
other Contract Collateral shall not constitute  Inventory Collateral or Proceeds
of Inventory Collateral unless so specified in Section 6(d) hereof, and provided
that, notwithstanding any contrary provision herein, such term shall not include
any Stock Pledge Collateral.

     "Inventory Lender" shall have the meaning set forth in the preamble hereto.

     "Inventory Lender Debt" shall mean any and all obligations, liabilities and
indebtedness of Debtor or any successor or assign of Debtor,  including  without
limitation,  a receiver,  trustee or debtor in possession  to Inventory  Lender,
arising  under,  or incurred in connection  with the Inventory  Loan  Documents,
whether now existing or hereafter arising, whether direct, indirect, contingent,
joint,  several  or  independent,   whether  created  directly  or  acquired  by
assignment or otherwise,  whether  evidenced by a written  instrument or not and
whether such  obligations,  liabilities  and  indebtedness  (including,  but not
limited to,  interest on any such  obligations,  liabilities  and  indebtedness)
arise or accrue before or after the  commencement of any bankruptcy,  insolvency
or receivership  proceeding.  The Inventory Lender Debt shall be entitled to the
benefits of this  Agreement and shall  continue to constitute  Inventory  Lender
Debt for all  purposes  of this  Agreement,  notwithstanding  the fact that such
Inventory  Lender  Debt or any claim in  respect  thereof  shall be  disallowed,
avoided or  subordinated  pursuant to the  provisions  of Title 11 of the United
Stated Code, as amended from time to time, or other applicable law.

     "Inventory Lender Payoff" shall occur upon the full and irrevocable payment
in cash of the Inventory  Lender Debt and  termination  of the Inventory  Lender
Documents.

     "Inventory Loan Agreement" shall have the meaning set forth in the recitals
hereto.

     "Inventory Loan Default Notice" means a notice delivered in accordance with
the requirements of Section 9 herein which states that an event of default under
any provision of the Inventory Loan Agreement has occurred.

     "Inventory Loan Documents"  shall mean the Inventory Loan Agreement and the
other "Loan Documents", as such term is defined in the Inventory Loan Agreement.

     "Inventory Loan Payments" shall mean payments of principal, interest, fees,
expenses,   collection  costs,   unreimbursed  obligations  and  indemnification
obligations  due and owing to the Inventory  Lender pursuant to the terms of the
Inventory Loan Documents.

     "Loan Documents" shall mean, collectively,  the Receivables Loan Documents,
the Inventory Loan Documents and the Stock Loan Documents.

     "Market  Value"  shall  have  the  meaning  ascribed  to  such  term in the
Receivables Loan Agreement.

     "Parties" shall have the meaning set forth in the preamble hereto.

     "Proceeding"  shall  mean  any  bankruptcy,   insolvency,  or  receivership
proceeding.

     "Proceeds"  shall  have  the  meaning  assigned  to it  under  the  Uniform
Commercial  Code,  shall also  include  "products"  (as  defined in the  Uniform
Commercial  Code), and, in any event,  shall include,  but not be limited to (a)
any and all proceeds of any insurance,  indemnity, warranty, letter of credit or
guaranty or collateral security payable to or on behalf of any grantor from time
to time with respect to any of the Contract Collateral, the Inventory Collateral
or the Stock Pledge Collateral, as applicable,  (b) any and all payments (in any
form  whatsoever)  made or due and  payable  to or on behalf of the owner of the
Contract Collateral, the Inventory Collateral or the Stock Pledge Collateral, as
applicable, from time to time in connection with any requisition,  confiscation,
condemnation,  seizure  or  forfeiture  of  all  or any  part  of  the  Contract
Collateral,  the  Inventory  Collateral  or  the  Stock  Pledge  Collateral,  as
applicable, by any governmental body, authority, bureau or agency (or any person
acting under color of governmental  authority) and (c) any and all other amounts
from  time to time  paid or  payable  under  or in  connection  with  any of the
Contract Collateral, the Inventory Collateral or the Stock Pledge Collateral, as
applicable.  Contract  Collateral  shall not  constitute  Proceeds of  Inventory
Collateral, except to the extent so provided in Section 6(d) herein.

     "Receivable  Lender"  shall  have the  meaning  set  forth in the  preamble
hereto.

     "Recievable  Lender  Payoff"  shall  occur  upon the  full and  irrevocable
payment in cash of the Receivables Obligations and termination of the Receivable
Loan Documents.

     "Receivables  Loan  Agreement"  shall  have the  meaning  set  forth in the
recitals hereto.

     "Receivables Loan Documents" shall mean the Receivables Loan Agreement, the
GECC/SunAmerica  Subordination  Agreement and the other "Loan Documents" as such
term is defined in the Receivables Loan Agreement.

     "Receivables  Obligations" shall mean any and all obligations,  liabilities
and  indebtedness  of Debtor or any  successor  or assign of  Debtor,  including
without  limitation,  a receiver,  trustee or debtor in possession to Receivable
Lender,  arising under,  or incurred in connection  with, the  Receivables  Loan
Documents,  whether now existing or hereafter arising, whether direct, indirect,
contingent, joint, several or independent,  whether created directly or acquired
by assignment or otherwise, whether evidenced by a written instrument or not and
whether such  obligations,  liabilities  and  indebtedness  (including,  but not
limited to,  interest on any such  obligations,  liabilities  and  indebtedness)
arises or accrues before or after the commencement of any bankruptcy, insolvency
or receivership proceeding. The Receivables Obligations shall be entitled to the
benefits  of  this  Agreement  and  shall  continue  to  constitute  Receivables
Obligations  for all purposes of this Agreement,  notwithstanding  the fact that
such  Receivables   Obligations  or  any  claim  in  respect  thereof  shall  be
disallowed,  avoided or  subordinated  pursuant to the provisions of Title 11 of
the United Stated Code, as amended from time to time, or other applicable law.

     "Stock Lender" shall have the meaning set forth in the recitals hereto.

     "Stock  Lender Debt" shall mean any and all  obligations,  liabilities  and
indebtedness of Debtor or any successor or assign of Debtor,  including  without
limitation, a receiver, trustee or debtor in possession to Stock Lender, arising
under,  or incurred in  connection  with the Stock Loan  Documents,  whether now
existing or hereafter  arising,  whether direct,  indirect,  contingent,  joint,
several or independent,  whether  created  directly or acquired by assignment or
otherwise,  whether  evidenced by a written  instrument  or not and whether such
obligations,  liabilities  and  indebtedness  (including,  but not  limited  to,
interest on any such obligations,  liabilities and indebtedness) arise or accrue
before or after the  commencement of any bankruptcy,  insolvency or receivership
proceeding.  The Stock  Lender Debt shall be  entitled  to the  benefits of this
Agreement and shall continue to constitute Stock Lender Debt for all purposes of
this  Agreement,  notwithstanding  the fact that such Stock  Lender  Debt or any
claim in respect thereof shall be disallowed,  avoided or subordinated  pursuant
to the provisions of Title 11 of the United Stated Code, as amended from time to
time, or other applicable law.

     "Stock Lender Payoff" shall occur upon the full and irrevocable  payment in
cash of the Stock Lender Debt and termination of the Stock Loan Documents.

     "Stock Loan  Agreement"  shall have the  meaning set forth in the  recitals
hereto.

     "Stock  Loan  Documents"   shall  mean  the  Stock  Loan   Agreement,   the
GECC/SunAmerica  Subordination Agreement and the other "Loan Documents", as such
term is defined in the Stock Loan Agreement.

     "Stock Pledge Collateral" means the capital stock owned by UDCSFC or UDC or
any of its subsidiaries,  and the right to receive thereupon dividends and other
distributions  of every  nature,  whether now owned or hereafter  acquired,  now
existing or hereafter created and wherever located, of Ugly Duckling Receivables
Corporation  II,  Ugly  Duckling  Receivables  Corporation  III,  and any  other
bankruptcy   remote  entity   created  for  the  purpose  of  a   securitization
transaction.

     2. Mutual Recognition and Consent.

     (a) Inventory Lender  acknowledges and consents to the existence of (i) the
Receivables  Loan  Documents  and the liens and  security  interests  granted in
connection  therewith  and the  transactions  contemplated  thereby and (ii) the
Stock Loan Documents and the liens and security  interests granted in connection
therewith and the transactions contemplated thereby.

     (b) Receivable Lender acknowledges and consents to the existence of (i) the
Inventory Loan Documents, the liens and security interests granted in connection
therewith  and the  transactions  contemplated  thereby  and (ii) the Stock Loan
Documents and the liens and security  interests granted in connection  therewith
and the transactions contemplated thereby.

     (c) Collateral Agent  acknowledges and consents to the existence of (i) the
Inventory Loan Documents, the liens and security interests granted in connection
therewith and the  transactions  contemplated  thereby and (ii) the  Receivables
Loan  Documents  and the liens and  security  interests  granted  in  connection
therewith and the transactions contemplated thereby.

     (d) The  provisions of this Agreement are intended by the parties hereto to
control any conflicting provisions, including, without limitation, any covenants
prohibiting  any  further  encumbrances  of the  property  of Debtor,  which are
contained in the Loan Documents.

     3. Lien Subordination. Subject to the conditions set forth herein:

     (a) Contract Collateral.

          (i)  Collateral  Agent's liens and security  interests in and upon the
               Contract  Collateral,  whether now existing or hereafter  arising
               pursuant  to   operation   of  law  or   otherwise,   are  hereby
               subordinated to Inventory Lender's and Receivable  Lender's liens
               and security interests in the Contract Collateral and each holder
               of Stock Lender Debt, whether upon original  issuance,  transfer,
               assignment or exchange,  agrees to be bound by the  provisions of
               this Agreement.

          (ii) Inventory  Lender's liens and security  interests in and upon the
               Contract  Collateral,  whether now existing or hereafter  arising
               pursuant  to   operation   of  law  or   otherwise,   are  hereby
               subordinated to Receivable  Lender's liens and security interests
               in the Contract  Collateral,  and each holder of Inventory Lender
               Debt, by acceptance of all or any portion of the Inventory Lender
               Debt,  whether upon original  issuance,  transfer,  assignment or
               exchange, agrees to be bound by the provisions of this Agreement.

     (b) Inventory Collateral.  Receivable Lender's liens and security interests
in the Inventory Collateral,  whether now existing or hereafter arising pursuant
to operation of law or otherwise,  shall be subordinated  to Inventory  Lender's
liens and security interests in the Inventory Collateral, and each holder of the
Receivables Obligations,  by acceptance of all or any portion of the Receivables
Obligations,  whether upon original issuance, transfer,  assignment or exchange,
agrees to be bound by the provisions of this Agreement.

     (c) Stock Pledge Collateral.

          (i)  Receivable  Lender's  liens and  security  interests in the Stock
               Pledge  Collateral,  whether now  existing or  hereafter  arising
               pursuant to operation of law or otherwise,  shall be subordinated
               to Collateral  Agent's and Inventory  Lender's liens and security
               interests in the Stock Pledge Collateral,  and each holder of the
               Receivables  Obligations,  by acceptance of all or any portion of
               the  Receivables  Obligations,  whether upon  original  issuance,
               transfer,  assignment  or  exchange,  agrees  to be  bound by the
               provisions of this Agreement.

          (ii) The  subordination  of  Inventory  Lender's  liens  and  security
               interests  in the Stock  Pledge  Collateral  and certain  related
               collateral  is set  forth  in the  GECC/SunAmerica  Subordination
               Agreement,  and nothing  contained in this Agreement is intended,
               as  between  the  parties  to  such  agreement,  to  affect  such
               subordination.

     (d) Lien  Priorities.  The lien  priorities  established  by this Section 3
shall be effective as among Receivable  Lender,  Inventory Lender and Collateral
Agent  notwithstanding  the order of filing of any  financing  statements or any
other  instruments  by any party with  respect to the Contract  Collateral,  the
Inventory  Collateral  and the Stock Pledge  Collateral or the possession by any
party of any such collateral.  The lien priorities established by this Section 3
shall also be  effective  as between  Inventory  Lender,  Receivable  Lender and
Collateral Agent notwithstanding,  and shall have precedence over, any offset or
setoff  rights  Inventory  Lender,  Receivable  Lender or  Collateral  Agent may
otherwise have under applicable law as to property of Debtor.

     4.   Agreement  Not   Conditioned   Upon  Validity  and   Perfection.   The
subordinations  and relative  priority  agreements  specified in this  Agreement
shall not be affected by the avoidability or perfection or non-perfection of the
security   interests  to  which  another  security   interest  is  subordinated;
accordingly,  if a security  interest as to which another  security  interest is
subordinated  herein is not  perfected or is voidable  for any reason,  then the
subordination  provided  for in this  Agreement  shall  remain in full force and
effect among the parties as to the particular collateral which is the subject of
the  unperfected  or  avoidable  security  interest;   provided,  however,  that
regardless of the  effectiveness of this Agreement (or any provision  hereof) or
any party's undertaking hereunder,

     (a)  Inventory  Lender  hereby agrees that it will not challenge or contest
(i) any provision, or the effect of any provision,  of this Agreement,  (ii) the
perfection,  priority,  validity or enforceability of Receivable  Lender's liens
and  security  interests  in the Contract  Collateral  (or any Proceeds  thereof
whether  or not in the  possession  of such  Party)  or  (iii)  the  perfection,
priority,  validity or enforceability  of Collateral  Agent's liens and security
interests in the Stock Pledge Collateral (or any Proceeds thereof whether or not
in the possession of such Party);

     (b)  Receivable  Lender hereby agrees that it will not challenge or contest
(i) any provision, or the effect of any provision,  of this Agreement,  (ii) the
perfection, priority, validity or enforceability of Inventory Lender's liens and
security  interests in the Inventory  Collateral or the Stock Pledge  Collateral
(or any  Proceeds  thereof  whether or not in the  possession  of such Party) or
(iii) the perfection, priority, validity or enforceability of Collateral Agent's
liens and security  interests in the Stock  Pledge  Collateral  (or any Proceeds
thereof whether or not in the possession of such Party); and

     (c)  Collateral  Agent hereby  agrees that it will not challenge or contest
(i) any provision, or the effect of any provision,  of this Agreement,  (ii) the
perfection,  priority,  validity or enforceability of Receivable  Lender's liens
and security  interests in the Contract  Collateral or (or any Proceeds  thereof
whether or not in the possession of such Party) (iii) the perfection,  priority,
validity or enforceability of Inventory Lender's liens and security interests in
the  Inventory  Collateral  (or  any  Proceeds  thereof  whether  or  not in the
possession of such Party).

     5. Priority of Indebtedness.  The  indebtedness and payment  obligations of
Debtor with  respect to the  Inventory  Loan  Agreement,  the  Receivables  Loan
Agreement and the Stock Loan  Agreement  shall be of equal  priority,  with none
having a priority of payment over or subordinate to the other.

     6. Management of Collateral.

     (a) Contract  Collateral.  Subject to Section 6(d) below,  until payment in
full of the Receivables Obligations,  Receivable Lender shall have the exclusive
right (i) to manage,  perform  and  enforce  the terms of the  Receivables  Loan
Documents with respect to the Contract Collateral,  (ii) to exercise and enforce
all  privileges  and  rights  thereunder  according  to its  discretion  and the
exercise of its business judgment  including,  but not limited to, the exclusive
right to take or retake possession of the Contract Collateral and (iii) to hold,
prepare for sale,  process,  sell, lease,  dispose of, or liquidate the Contract
Collateral, pursuant to a foreclosure or otherwise.  Notwithstanding anything to
the contrary  contained in any  document,  instrument  or agreement  evidencing,
securing  or  otherwise  executed  in  connection  with  the  incurrence  of the
Inventory  Lender  Debt or  Stock  Lender  Debt,  until  payment  in full of the
Receivables  Obligations  the  Receivable  Lender  alone shall have the right to
restrict  or permit,  or  approve or  disapprove,  the sale,  transfer  or other
disposition of Contract Collateral.  Accordingly, should Receivable Lender elect
to  exercise  its  rights  and  remedies  with  respect  to any of the  Contract
Collateral,  Receivable  Lender  may  proceed  to do so  without  regard  to any
interest of Inventory  Lender or Collateral  Agent, and each of Inventory Lender
and  Collateral  Agent  waives any claims  that it may have  against  Receivable
Lender for any disposition of the Contract  Collateral made in good faith.  Each
of Inventory  Lender and Collateral  Agent agrees,  whether or not a default has
occurred in the payment of the Inventory  Lender Debt or the  performance of any
other obligations to either of them, that any liens on and security interests in
any portion of the Contract  Collateral  transferred or otherwise disposed of by
Receivable  Lender and/or its agents that Inventory  Lender or Collateral  Agent
might have or acquire shall automatically be fully released ipso facto as to all
indebtedness and other obligations  secured thereby owing to Inventory Lender or
Collateral Agent if and when Receivable Lender releases its lien in and security
interest on such  portion of the  Contract  Collateral  that is  transferred  or
otherwise disposed of by Receivable Lender and/or its agents.

     (b) Inventory  Collateral.  Until  payment in full of the Inventory  Lender
Debt, Inventory Lender shall have the exclusive right (i) to manage, perform and
enforce the terms of the Inventory  Loan Documents with respect to the Inventory
Collateral,  (ii) to exercise and enforce all privileges  and rights  thereunder
with respect to the Inventory  Collateral  according to its  discretion  and the
exercise of its business judgment  including,  but not limited to, the exclusive
right to take or retake  possession  of the  Inventory  Collateral  and (iii) to
hold,  prepare for sale,  process,  sell,  lease,  dispose of, or liquidate  the
Inventory  Collateral,  pursuant to a foreclosure or otherwise.  Notwithstanding
anything to the contrary  contained  in any  document,  instrument  or agreement
evidencing,  securing or otherwise executed in connection with the incurrence of
the Receivables Obligations,  until payment in full of the Inventory Lender Debt
the  Inventory  Lender  alone  shall have the right to  restrict  or permit,  or
approve or  disapprove,  the sale,  transfer or other  disposition  of Inventory
Collateral.  Accordingly, subject to Section 6(d) below, should Inventory Lender
elect to exercise its rights and remedies  with respect to any of the  Inventory
Collateral, Inventory Lender may proceed to do so without regard to any interest
of Receivable  Lender,  and Receivable Lender waives any claims that it may have
against Inventory Lender for any disposition of the Inventory Collateral made in
good faith. Subject to Section 6(d), Receivable Lender agrees,  whether or not a
default  has  occurred  in the  payment of the  Receivables  Obligations  or the
performance  of any other  obligations  to it,  that any  liens on and  security
interests in any portion of the Inventory  Collateral  transferred  or otherwise
disposed of by Inventory  Lender and/or its agents that Receivable  Lender might
have or  acquire  shall  automatically  be fully  released  ipso facto as to all
indebtedness and other obligations secured thereby owing to Receivable Lender if
and when  Inventory  Lender  releases its lien in and security  interest on such
portion of the Inventory Collateral.

     (c) Stock  Pledge  Collateral.  Until  payment in full of the Stock  Lender
Debt, Collateral Agent shall have the exclusive right (i) to manage, perform and
enforce the terms of the Stock Loan  Documents  with respect to the Stock Pledge
Collateral,  (ii) to exercise and enforce all privileges  and rights  thereunder
with respect to the Stock Pledge Collateral  according to its discretion and the
exercise of its business judgment  including,  but not limited to, the exclusive
right to take or retake  possession of the Stock Pledge  Collateral and (iii) to
hold, prepare for sale, process, sell, lease, dispose of, or liquidate the Stock
Pledge  Collateral,  pursuant to a  foreclosure  or  otherwise.  Notwithstanding
anything to the contrary  contained  in any  document,  instrument  or agreement
evidencing,  securing or otherwise executed in connection with the incurrence of
the Receivables Obligations, until payment in full of the Stock Lender Debt, the
Collateral Agent alone shall have the right to restrict or permit, or approve or
disapprove,  the sale, transfer or other disposition of Stock Pledge Collateral.
Accordingly,  should  Collateral Agent elect to exercise its rights and remedies
with respect to any of the Stock Pledge Collateral, Collateral Agent may proceed
to do so without  regard to any interest of Receivable  Lender,  and  Receivable
Lender  waives  any claims  that it may have  against  Collateral  Agent for any
disposition of the Stock Pledge Collateral made in good faith. Receivable Lender
agrees,  whether or not a default has occurred in the payment of the Receivables
Obligations or the performance of any other obligations to it, that any liens on
and security interests in any portion of the Stock Pledge Collateral transferred
or otherwise  disposed of by Collateral  Agent and/or its agents that Receivable
Lender might have or acquire shall automatically be fully released ipso facto as
to all  indebtedness and other  obligations  secured thereby owing to Receivable
Lender if and when Collateral  Agent releases its lien in and security  interest
on such portion of the Stock Pledge Collateral.

     (d) Inventory Lender Collateral Retention Notice. At any time following the
occurrence and during the  continuance of an Event of Default (as defined in the
Inventory Loan Agreement)  pursuant to the Inventory Loan  Agreement,  Inventory
Lender shall be entitled to deliver a notice (an  "Inventory  Lender  Collateral
Retention  Notice") to  Receivable  Lender with a copy to Collateral  Agent.  If
Inventory Lender delivers an Inventory Lender Collateral  Retention Notice, then
all  proceeds of  Inventory  Collateral  which  consist of  Contracts  which are
created on or after the opening of business on the first  Business Day following
Receivable  Lender's receipt of an Inventory Lender Collateral  Retention Notice
(and all proceeds of such Contracts) shall not constitute  Contract  Collateral,
but  shall  instead  constitute  Inventory  Collateral  (including  Proceeds  of
Inventory  Collateral) for all purposes of this Agreement;  provided that if the
Receivable Lender, in Receivable Lender's sole discretion,  elects to pay to the
Inventory Lender an amount of money (the "Cash-out Amount") mutually agreed upon
by  the  Inventory  Lender,  the  Receivable  Lender  and  the  Borrower,  then,
notwithstanding  the  provisions  of this  Section  6(d),  upon  payment  of the
Cash-out  Amount to the Inventory  Lender,  such  Contracts (and all proceeds of
such Contracts) shall constitute  Contract  Collateral (and shall not constitute
Inventory Collateral or Proceeds of Inventory Collateral).

     7. Representations and Warranties Regarding Loans.

     (a) Inventory Lender  represents and warrants that (i) all of the Inventory
Lender Debt  outstanding  on the date hereof is evidenced by the Inventory  Loan
Documents, (ii) Inventory Lender has not previously assigned any interest in the
Inventory Lender Debt or granted any security interest  therein,  (iii) no other
party owns any interest in the Inventory Lender Debt other than Inventory Lender
(whether  as  joint  holders  of the  Inventory  Lender  Debt,  participants  or
otherwise),  other than any such interest  arising by operation of law, and (iv)
the entire Inventory Lender Debt is owing only to Inventory Lender.

     (b)  Receivable  Lender  represents  and  warrants  that  (i)  all  of  the
Receivable  Obligations  outstanding  on the date  hereof  is  evidenced  by the
Receivables Loan Documents,  (ii) Receivable Lender has not previously  assigned
any interest in the  Receivable  Obligations  or granted any  security  interest
therein,  (iii) no other party owns any interest in the  Receivable  Obligations
other  than  Receivable  Lender  (whether  as joint  holders  of the  Receivable
Obligations, participants or otherwise), other than any such interest arising by
operation of law, and (iv) the entire  Receivable  Obligations  is owing only to
Receivable Lender.

     (c)  Collateral  Agent  represents  and warrants  that (i) all of the Stock
Lender  Debt  outstanding  on the date  hereof is  evidenced  by the Stock  Loan
Documents, (ii) neither the Collateral Agent nor any Stock Lender has previously
assigned any interest in the Stock Lender Debt or granted any security  interest
therein,  (iii) no other party owns any  interest in the Stock Lender Debt other
than  Collateral  Agent and the Stock  Lenders  (whether as joint holders of the
Stock Lender Debt,  participants  or  otherwise),  other than any such  interest
arising by operation of law,  (iv) the entire Stock Lender Debt is owing only to
the Stock  Lenders,  and (v)  Collateral  Agent has full authority to act as the
Stock Lenders' agent in connection with the execution,  delivery and performance
of this  Agreement,  and that upon  execution and delivery of this  Agreement by
Collateral Agent this Agreement will constitute a valid and binding agreement of
the Stock Lenders, enforceable according to its terms.

     8. Notice of Default.

     (a) Debtor agrees to promptly, but in any event within one (1) Business Day
after receipt of (i) any Inventory  Loan default  notice sent to Debtor and (ii)
any notice sent by Inventory  Lender to Debtor in the exercise any of its rights
and remedies under the Inventory  Loan Documents in connection  with an event of
default,  send to  Receivable  Lender and  Collateral  Agent a copy of each such
notice.

     (b) Debtor agrees to promptly, but in any event within one (1) Business Day
after receipt of (i) any Receivable  Loan default notice sent to Debtor and (ii)
any notice sent by Receivable Lender to Debtor in the exercise any of its rights
and remedies under the Receivable  Loan Documents in connection with an event of
default,  send to  Inventory  Lender  and  Collateral  Agent a copy of each such
notice.

     (c) Debtor agrees to promptly, but in any event within one (1) Business Day
after  receipt of (i) any Stock Loan default  notice sent to Debtor and (ii) any
notice sent by Collateral  Agent to Debtor in the exercise any of its rights and
remedies under the Stock Loan Documents in connection  with an event of default,
send to Inventory Lender and Receivable Lender a copy of each such notice.

     9. Standstill.

     (a) Inventory Lender Standstill.  Inventory Lender agrees that it shall not
take any enforcement action against the Contract  Collateral  available upon the
occurrence of a default or an event of default or otherwise  under the Inventory
Loan Documents  until the Receivables  Obligations  shall have been paid in full
and all of the commitments of Receivable  Lender to Debtor under the Receivables
Loan Documents shall have expired or terminated.

     (b) Receivable Lender Standstill.

          (i)  Receivable  Lender agrees that it shall not take any  enforcement
               action  against  the  Inventory  Collateral  available  upon  the
               occurrence of a default or an event of default or otherwise under
               the Receivables  Loan Documents  until the Inventory  Lender Debt
               shall  have  been  paid in full  and  all of the  commitments  of
               Inventory  Lender to Debtor under the  Inventory  Loan  Documents
               shall have expired or terminated.

          (ii) Receivable  Lender agrees that it shall not take any  enforcement
               action  against the Stock Pledge  Collateral  available  upon the
               occurrence of a default or an event of default or otherwise under
               the  Receivables  Loan Documents  until the Stock Lender Debt and
               the Inventory Lender Debt shall have been paid in full and all of
               the  commitments  of  Collateral  Agent to Debtor under the Stock
               Loan  Documents and of the  Inventory  Lender to Debtor under the
               Inventory Loan Documents shall have expired or terminated.

     (c) Collateral Agent Standstill.  Collateral Agent agrees that it shall not
take any enforcement action against the Contract  Collateral  available upon the
occurrence of a default or an event of default or otherwise under the Stock Loan
Documents until the Receivables  Obligations and the Inventory Lender Debt shall
have been paid in full and all of the commitments of Receivable Lender to Debtor
under the Receivable Loan Documents and of the Inventory  Lender to Debtor under
the Inventory Loan Documents shall have expired or terminated.

     10. Turnover Obligations.

     (a) Payments Received by Inventory Lender.

          (i)  Contract Collateral.

               (A)  If any Proceeds of the Contract  Collateral  are received by
                    Inventory   Lender  prior  its  receipt  of  notice  of  the
                    Receivable Lender Payoff, Inventory Lender shall receive and
                    hold the same for the benefit of Receivable Lender and shall
                    forthwith deliver the same to Receivable Lender in precisely
                    the form received  (except for the endorsement or assignment
                    of Inventory Lender, without recourse, where necessary), for
                    application on the Receivables Obligations,  due or not due,
                    and, until so delivered, the same shall be held by Inventory
                    Lender as the property of Receivable Lender. In the event of
                    the failure of Inventory Lender to make any such endorsement
                    or assignment to Receivable  Lender,  Receivable  Lender, or
                    any of its  officers  or  employees,  is hereby  irrevocably
                    authorized to make the same.

               (B)  If any  Proceeds  or  payment  in  respect  of the  Contract
                    Collateral  is  received  by  Inventory   Lender  after  the
                    Inventory  Lender  Payoff and after its receipt of notice of
                    the Receivable Lender Payoff, Inventory Lender shall receive
                    and hold the same for the  benefit of  Collateral  Agent and
                    shall  forthwith  deliver  the same to  Collateral  Agent in
                    precisely the form received  (except for the  endorsement or
                    assignment  of Inventory  Lender,  without  recourse,  where
                    necessary), for application on the Stock Lender Debt, due or
                    not due, and, until so delivered,  the same shall be held by
                    Inventory  Lender as the property of  Collateral  Agent.  In
                    event of the  failure of  Inventory  Lender to make any such
                    endorsement  or assignment to Collateral  Agent,  Collateral
                    Agent,  or any of  its  officers  or  employees,  is  hereby
                    irrevocably authorized to make the same.

          (ii) Inventory  Collateral.  If any  Proceeds or payment in respect of
               the Inventory  Collateral  is received by Inventory  Lender after
               the Inventory  Lender Payoff,  Inventory Lender shall receive and
               hold the same for the  benefit  of  Receivable  Lender  and shall
               forthwith  deliver the same to Receivable Lender in precisely the
               form  received  (except  for the  endorsement  or  assignment  of
               Inventory  Lender,  without  recourse,   where  necessary),   for
               application on the Receivable  Obligations,  due or not due, and,
               until so delivered, the same shall be held by Inventory Lender as
               the  property of  Receivable  Lender.  In event of the failure of
               Inventory  Lender to make any such  endorsement  or assignment to
               Receivable  Lender,  Receivable Lender, or any of its officers or
               employees, is hereby irrevocably authorized to make the same.

          (iii) Stock Pledge Collateral.

               (A)  If any Proceeds of the Stock Pledge  Collateral are received
                    by Inventory Lender prior its receipt of notice of the Stock
                    Lender Payoff,  Inventory  Lender shall receive and hold the
                    same for the benefit of Collateral Agent and shall forthwith
                    deliver the same to  Collateral  Agent in precisely the form
                    received  (except  for  the  endorsement  or  assignment  of
                    Inventory Lender,  without recourse,  where necessary),  for
                    application  on the Stock Lender Debt,  due or not due, and,
                    until  so  delivered,  the same  shall be held by  Inventory
                    Lender as the property of Collateral  Agent. In the event of
                    the failure of Inventory Lender to make any such endorsement
                    or assignment to Collateral Agent,  Collateral Agent, or any
                    of  its  officers  or  employees,   is  hereby   irrevocably
                    authorized to make the same.

               (B)  If any  Proceeds  or payment in respect of the Stock  Pledge
                    Collateral  is  received  by  Inventory   Lender  after  the
                    Inventory  Lender  Payoff and after its receipt of notice of
                    the Stock Lender Payoff,  Inventory Lender shall receive and
                    hold the same for the benefit of Receivable Lender and shall
                    forthwith deliver the same to Receivable Lender in precisely
                    the form received  (except for the endorsement or assignment
                    of Inventory Lender, without recourse, where necessary), for
                    application on the Receivable  Obligations,  due or not due,
                    and, until so delivered, the same shall be held by Inventory
                    Lender as the property of Receivable Lender. In event of the
                    failure of Inventory  Lender to make any such endorsement or
                    assignment to Receivable  Lender,  Receivable Lender, or any
                    of  its  officers  or  employees,   is  hereby   irrevocably
                    authorized to make the same.

     (b) Payments Received by Receivable Lender.

          (i)  Contract Collateral.

               (A)  If any  Proceeds  or  payment  in  respect  of the  Contract
                    Collateral  is  received  by  Receivable  Lender  after  the
                    Receivable  Lender Payoff and prior to its receipt of notice
                    of the  Inventory  Lender  Payoff,  Receivable  Lender shall
                    receive  and  hold the same  for the  benefit  of  Inventory
                    Lender and shall  forthwith  deliver  the same to  Inventory
                    Lender  in  precisely  the  form  received  (except  for the
                    endorsement  or  assignment of  Receivable  Lender,  without
                    recourse, where necessary), for application on the Inventory
                    Lender Debt,  due or not due, and,  until so delivered,  the
                    same shall be held by  Receivable  Lender as the property of
                    Inventory  Lender.  In event of the  failure  of  Receivable
                    Lender  to  make  any  such  endorsement  or  assignment  to
                    Inventory  Lender,  Inventory Lender, or any of its officers
                    or employees,  is hereby irrevocably  authorized to make the
                    same.

               (B)  If any  Proceeds  or  payment  in  respect  of the  Contract
                    Collateral  is  received  by  Receivable  Lender  after  the
                    Receivable  Lender Payoff and after its receipt of notice of
                    the Inventory Lender Payoff, Receivable Lender shall receive
                    and hold the same for the  benefit of  Collateral  Agent and
                    shall  forthwith  deliver  the same to  Collateral  Agent in
                    precisely the form received  (except for the  endorsement or
                    assignment of Receivable  Lender,  without  recourse,  where
                    necessary), for application on the Stock Lender Debt, due or
                    not due, and, until so delivered,  the same shall be held by
                    Receivable  Lender as the property of Collateral  Agent.  In
                    event of the failure of  Receivable  Lender to make any such
                    endorsement  or assignment to Collateral  Agent,  Collateral
                    Agent,  or any of  its  officers  or  employees,  is  hereby
                    irrevocably authorized to make the same.

          (ii) Inventory  Collateral.  If any  Proceeds or payment in respect of
               the Inventory  Collateral are received by Receivable Lender prior
               to  its  receipt  of  notice  of  the  Inventory  Lender  Payoff,
               Receivable Lender shall receive and hold the same for the benefit
               of  Inventory  Lender  and shall  forthwith  deliver  the same to
               Inventory  Lender in precisely the form received  (except for the
               endorsement or assignment of Receivable Lender, without recourse,
               where  necessary),  for application on the Inventory Lender Debt,
               due or not due, and,  until so delivered,  the same shall be held
               by Receivable  Lender as the property of Inventory Lender. In the
               event  of the  failure  of  Receivable  Lender  to make  any such
               endorsement or assignment to Inventory Lender,  Inventory Lender,
               or  any of its  officers  or  employees,  is  hereby  irrevocably
               authorized to make the same.

          (iii)Stock Pledge Collateral.

               (A)  If any Proceeds of the Stock Pledge  Collateral are received
                    by  Receivable  Lender  prior its  receipt  of notice of the
                    Stock Lender  Payoff,  Receivable  Lender shall  receive and
                    hold the same for the benefit of Collateral  Agent and shall
                    forthwith  deliver the same to Collateral Agent in precisely
                    the form received  (except for the endorsement or assignment
                    of Receivable  Lender,  without recourse,  where necessary),
                    for  application  on the Stock Lender Debt,  due or not due,
                    and,  until  so  delivered,   the  same  shall  be  held  by
                    Receivable  Lender as the property of Collateral  Agent.  In
                    the event of the  failure of  Receivable  Lender to make any
                    such   endorsement   or  assignment  to  Collateral   Agent,
                    Collateral  Agent,  or any of its officers or employees,  is
                    hereby irrevocably authorized to make the same.

               (B)  If any Proceeds of the Stock Pledge  Collateral are received
                    by  Receivable  Lender  after its  receipt  of notice of the
                    Stock Lender Payoff and prior to is receipt of notice of the
                    Inventory Lender Payoff, Receivable Lender shall receive and
                    hold the same for the benefit of Inventory  Lender and shall
                    forthwith  deliver the same to Inventory Lender in precisely
                    the form received  (except for the endorsement or assignment
                    of Receivable  Lender,  without recourse,  where necessary),
                    for  application  on the Inventory  Lender Debt,  due or not
                    due,  and,  until so  delivered,  the same  shall be held by
                    Receivable  Lender as the property of Inventory  Lender.  In
                    the event of the  failure of  Receivable  Lender to make any
                    such   endorsement   or  assignment  to  Inventory   Lender,
                    Inventory  Lender,  or any of its officers or employees,  is
                    hereby irrevocably authorized to make the same.

     (c) Payments Received by Collateral Agent.

          (i)  Contract Collateral.

               (A)  If any Proceeds of the Contract  Collateral  are received by
                    Collateral   Agent  prior  its  receipt  of  notice  of  the
                    Receivable Lender Payoff, Collateral Agent shall receive and
                    hold the same for the benefit of Receivable Lender and shall
                    forthwith deliver the same to Receivable Lender in precisely
                    the form received  (except for the endorsement or assignment
                    of Collateral Agent, without recourse, where necessary), for
                    application on the Receivable  Obligations,  due or not due,
                    and,  until  so  delivered,   the  same  shall  be  held  by
                    Collateral  Agent as the property of Receivable  Lender.  In
                    the event of the  failure  of  Collateral  Agent to make any
                    such   endorsement  or  assignment  to  Receivable   Lender,
                    Receivable  Lender, or any of its officers or employees,  is
                    hereby irrevocably authorized to make the same.

               (B)  If any Proceeds of the Contract  Collateral  are received by
                    Collateral   Agent  after  its  receipt  of  notice  of  the
                    Receivable  Lender Payoff and prior to its receipt of notice
                    of the  Inventory  Lender  Payoff,  Collateral  Agent  shall
                    receive  and  hold the same  for the  benefit  of  Inventory
                    Lender and shall  forthwith  deliver  the same to  Inventory
                    Lender  in  precisely  the  form  received  (except  for the
                    endorsement  or  assignment  of  Collateral  Agent,  without
                    recourse, where necessary), for application on the Inventory
                    Lender Debt,  due or not due, and,  until so delivered,  the
                    same shall be held by  Collateral  Agent as the  property of
                    Inventory  Lender. In the event of the failure of Collateral
                    Agent  to  make  any  such   endorsement  or  assignment  to
                    Inventory  Lender,  Inventory Lender, or any of its officers
                    or employees,  is hereby irrevocably  authorized to make the
                    same.

          (ii) Stock Pledge Collateral.

               (A)  If any  Proceeds  or payment in respect of the Stock  Pledge
                    Collateral is received by  Collateral  Agent after the Stock
                    Lender  Payoff  and  prior to its  receipt  of notice of the
                    Inventory Lender Payoff,  Collateral Agent shall receive and
                    hold the same for the benefit of Inventory  Lender and shall
                    forthwith  deliver the same to Inventory Lender in precisely
                    the form received  (except for the endorsement or assignment
                    of Collateral Agent, without recourse, where necessary), for
                    application  on the Inventory  Lender Debt,  due or not due,
                    and,  until  so  delivered,   the  same  shall  be  held  by
                    Collateral  Agent as the  property of Inventory  Lender.  In
                    event of the  failure of  Collateral  Agent to make any such
                    endorsement  or  assignment to Inventory  Lender,  Inventory
                    Lender,  or any of its  officers  or  employees,  is  hereby
                    irrevocably authorized to make the same.

               (B)  If any  Proceeds  or payment in respect of the Stock  Pledge
                    Collateral is received by  Collateral  Agent after the Stock
                    Lender  Payoff  and  after  its  receipt  of  notice  of the
                    Inventory Lender Payoff,  Collateral Agent shall receive and
                    hold the same for the benefit of Receivable Lender and shall
                    forthwith deliver the same to Receivable Lender in precisely
                    the form received  (except for the endorsement or assignment
                    of Collateral Agent, without recourse, where necessary), for
                    application on the Receivable  Obligations,  due or not due,
                    and,  until  so  delivered,   the  same  shall  be  held  by
                    Collateral  Agent as the property of Receivable  Lender.  In
                    event of the  failure of  Collateral  Agent to make any such
                    endorsement or assignment to Receivable  Lender,  Receivable
                    Lender,  or any of its  officers  or  employees,  is  hereby
                    irrevocably authorized to make the same.

     11. Provisions to Apply After Bankruptcy.  The provisions of this Agreement
shall continue in full force and effect,  notwithstanding  the commencement of a
Proceeding by or against Debtor or any of its property.

     12.  Waivers.  No waiver  shall be deemed to be made by any Party of any of
its respective rights  hereunder,  unless the same shall be in writing signed on
their behalf,  and each waiver,  if any,  shall be a waiver only with respect to
the specific  instance involved and shall in no way impair their rights or their
obligations to the other in any other respect at any other time.

     13. Information Concerning Financial Condition of Debtor. Each Party hereby
assumes responsibility for keeping itself informed of the financial condition of
Debtor and of all other circumstances bearing upon the risk of nonpayment of the
Receivables Obligations,  the Inventory Lender Debt or the Stock Lender Debt, as
applicable,  and each Party hereby  agrees that each Party shall have no duty to
advise  the  other  Party of  information  known to such  Party  regarding  such
condition  or any  such  circumstances.  In the  event  any  Party,  in its sole
discretion,  provides any such information to the other Party,  such Party shall
be under no obligation (i) to provide any such information to the other Party on
any subsequent occasion or (ii) to update or correct such information.

     14. Notice.  Any notice or request  required or permitted to be given under
or in  connection  with this  Agreement  (except as may  otherwise  be expressly
required  herein)  shall be in  writing  and shall be  mailed by first  class or
express  mail or  overnight  messenger,  postage  prepaid,  or  sent  by  telex,
telegram,  facsimile or other similar form of rapid  transmission,  confirmed by
mailing (by first class or express mail,  postage prepaid) written  confirmation
at  substantially  the  same  time as such  rapid  transmission,  or  personally
delivered to an officer of the receiving party. All such communications shall be
mailed,  sent or delivered to the parties hereto at their  respective  addresses
set forth below:


Inventory Lender:       General Electric Capital Corporation
                        540 NW Highway
                        Barrington, IL 60010
                        Attention: Manager - Commercial
                        Facsimile: (847) 277-5978

                        With a copy to:
                        --------------
                        General Counsel
                        540 NW Highway
                        Barrington, IL 60010
                        Facsimile: (847) 277-5983


Receivable Lender:      Greenwich Capital Financial Products, Inc.
                        600 Steamboat Road
                        Greenwich, Connecticut 06830
                        Attention: Ira J. Platt
                        Facsimile: (203) 618-2135

                        With a copy to:
                        --------------
                        General Counsel
                        600 Steamboat Road
                        Greenwich, Connecticut 06830
                        Facsimile: (203) 618-2132


Collateral Agent:       BNY Midwest Trust Company
                        2 North LaSalle, Lower Level
                        Chicago, Illinois 60602
                        Attention: Diane Moser
                        Facsimile: (312) 827-8588


Debtor:                 Ugly Duckling Corporation
                        2525 East Camelback Road, Suite 500
                        Phoenix, Arizona 85016
                        Attention: Treasurer
                        Facsimile: (602) 852-6696

                        With a copy to:
                        --------------
                        General Counsel
                        2525 East Camelback Road, Suite 500
                        Phoenix, Arizona 85016
                        Facsimile: (602) 852-6686

or at such other addresses or to such individual's or department's  attention as
any party may have furnished the other party in writing.  Any  communication  so
addressed  and mailed by first  class mail shall be deemed to have been given on
the third business day following the day it is mailed, any communication sent by
rapid transmission shall be deemed to be given when receipt of such transmission
is confirmed,  and any  communication  delivered in person shall be deemed to be
given  when  receipted  for by,  or  actually  received  by, an  officer  of the
receiving party.

     15.  Further  Assurances.  From time to time, as and when  requested by any
party in writing  hereto and at such  party's  expense,  any other  party  shall
execute and deliver,  or cause to be executed and delivered,  all such documents
and instruments and shall take, or cause to be taken,  all such further or other
actions as such other  party may  reasonably  deem  necessary  or  desirable  to
evidence and effectuate the transactions contemplated by this Agreement.

     16.  Governing Law. This Agreement shall be deemed to have been made in New
York, New York and shall be  interpreted,  and the rights and obligations of the
parties  hereto  determined,  in  accordance  with the laws and decisions of the
State of New York without reference to choice of law doctrine.

     17.  Binding  Obligations;   Successors  and  Assigns.  At  the  time  that
Receivable  Lender  makes  a  Receivable  Advance  to  Debtor  pursuant  to  the
Receivables  Loan Agreement,  this Agreement  shall be immediately  binding upon
Inventory  Lender,  Receivable  Lender,  Collateral  Agent and their  respective
successors and assigns.  Inventory Lender will not assign or transfer all or any
part of the Inventory  Lender Debt unless it first  advises any such  transferee
that the  Inventory  Lender Debt is subject in all respects to the terms of this
Agreement. This Agreement may be assigned by Inventory Lender in connection with
any assignment or transfer of the Inventory Lender Debt.  Receivable Lender will
not assign or transfer  its  commitment  under the  Receivables  Loan  Agreement
unless it first advises any such transferee that the Receivables Obligations are
subject in all respects to the terms of this  Agreement.  This  Agreement may be
assigned by Receivable  Lender in connection  with any assignment or transfer of
the Receivables Obligations. Collateral Agent will not assign or transfer all or
any part of the Stock  Lender Debt unless it first  advises any such  transferee
that the Stock  Lender  Debt is  subject  in all  respects  to the terms of this
Agreement. This Agreement may be assigned by Collateral Agent in connection with
any  assignment,  transfer or  refinancing  of the Stock Lender  Debt,  and each
assignee and refinancing lender shall be subject to all obligations and entitled
to  all  benefits  accruing  to the  Collateral  Agent  and  the  Stock  Lenders
hereunder.

     18. No Prejudice or Impairment. The provisions of this Agreement are solely
for the purposes of defining the relative  rights of each of Receivable  Lender,
Inventory  Lender and  Collateral  Agent.  The  Receivable  Lender  shall not be
prejudiced in its right to enforce  subordination  of the Inventory  Lender's or
the Collateral  Agent's security interest in the Contract  Collateral by any act
or failure to act by Debtor or anyone in custody of its assets or property.  The
Inventory  Lender shall not be prejudiced in its right to enforce  subordination
of the Receivable Lender's security interest in the Inventory  Collateral by any
act or failure to act by Debtor or anyone in custody of its assets or  property.
The  Collateral   Agent  shall  not  be  prejudiced  in  its  right  to  enforce
subordination of the Receivable  Lender's  security interest in the Stock Pledge
Collateral  by any act or  failure  to act by Debtor or anyone in custody of its
assets or property.  Nothing  herein  shall  impair,  as between  Debtor and the
Inventory Lender, the obligation of Debtor, which is unconditional and absolute,
to pay to the  Inventory  Lender the  principal of and interest on the Inventory
Lender  Debt as and when the same  shall  become  due in  accordance  with their
terms,  nor shall anything  herein prevent the Inventory  Lender from exercising
all remedies  otherwise  permitted  by  applicable  law upon  default  under the
Inventory Loan Documents,  subject, however, to the provisions of this Agreement
and the rights of the Receivable Lender in the Contract Collateral to the extent
provided  herein.  Nothing herein shall impair,  as between Debtor and the Stock
Lenders, the obligation of Debtor,  which is unconditional and absolute,  to pay
to the Stock  Lenders the  principal of and interest on the Stock Lender Debt as
and when the same shall become due in  accordance  with their  terms,  nor shall
anything  herein  prevent the  Collateral  Agent from  exercising  all  remedies
otherwise  permitted  by  applicable  law upon  default  under  the  Stock  Loan
Documents,  subject, however, to the provisions of this Agreement and the rights
of the  Receivable  Lender in the  Contract  Collateral  to the extent  provided
herein.

     19.  No  Third  Party  Beneficiaries,  This  Agreement  and the  terms  and
provisions  hereof  are  solely for the  benefit  of the  Parties  and shall not
benefit  in any way any  person  not  specifically  a party  to this  Agreement,
including,  but not  limited to, the Debtor or any  guarantors.  Nothing in this
Agreement  is intended to affect,  limit,  or in any way  diminish  the security
interest  which the  Parties  claim in the  collateral  insofar as the rights of
Debtor and third parties are concerned.  The parties hereto specifically reserve
any and all of their respective  rights,  security  interest and right to assert
security  interests  against  the  Debtor  and  any  third  parties,   including
guarantors.

     20. Section Titles.  The section titles contained in this Agreement are and
shall be without  substantive  meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.

     21. Entire Agreement.  This Agreement embodies the entire agreement between
the  parties  and  supersedes  any and all prior  agreements,  arrangements  and
understandings  relating to the matters  provided  for  herein.  No  alteration,
waiver,  amendment, or change or supplement hereto shall be binding or effective
unless the same is set forth in writing by a duly authorized  representative  of
each party hereto.

     22.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute one and the same  instrument.  This Agreement may be
signed and delivered  through  facsimile  signatures which shall operate as true
and  effective   signatures  of  the  person  signing  the  original   signature
transmitted by such facsimile transmission.

                                    * * * * *
<PAGE>

     IN WITNESS  WHEREOF,  the Receivable  Lender,  the Inventory Lender and the
Collateral   Agent  have   caused   their  names  to  be  duly  signed  to  this
Greenwich/GECC/BNY   Intercreditor   Agreement  by  their  respective   officers
thereunto duly authorized, all as of the date first above written.

                                GENERAL ELECTRIC CAPITAL CORPORATION

                                By:
                                Name:
                                Title:


                                GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                By:
                                Name:
                                Title:


                                BNY MIDWEST TRUST COMPANY

                                By:
                                Name:
                                Title:



                      [Consent of Debtor Follows this Page]


<PAGE>

                                CONSENT OF DEBTOR

     Debtor   hereby   acknowledges   receipt   of  a  copy  of  the   foregoing
Greenwich/GECC/BNY   Intercreditor  Agreement.  Debtor  confirms  that  (i)  the
Inventory Loan Agreement  comprises all of Debtor's  existing  indebtedness  and
obligations to Inventory Lender,  (ii) the Receivables Loan Agreement  comprises
all of Debtor's existing  indebtedness and obligations to the Receivable Lender.
Debtor  consents to the  Greenwich/GECC/BNY  Intercreditor  Agreement and agrees
that  it  will  observe  and  comply  with  the  terms  and  provisions  of  the
Greenwich/GECC/BNY  Intercreditor Agreement.  Debtor hereby agrees to deliver to
(a) Receivable Lender copies of any notices received by it from Inventory Lender
or the  Collateral  Agent  claiming  that any  default or event of  default  has
occurred   under  the  Inventory   Loan   Documents  or  Stock  Loan   Documents
respectively,  (b) Inventory  Lender  copies of any notices  received by it from
Receivable  Lender or Collateral  Agent claiming any default or event of default
has occurred  under the  Receivable  Loan  Documents or the Stock Loan Documents
respectively,  (c)  Collateral  Agent copies of any notices  received by it from
Receivable  Lender or  Inventory  Lender  claiming  that any default or event of
default has occurred under the  Receivable  Loan Documents or the Inventory Loan
Documents  respectively,  and (d) each of the Parties  notice of any  amendment,
modification,  refinancing,  or other change with respect the Receivable  Lender
Debt, the Inventory Lender Debt and/or the Stock Lender Debt.

                                UGLY DUCKLING CORPORATION

                                By:
                                Name:
                                Title:


                                UGLY DUCKLING CAR SALES & FINANCE CORPORATION

                                By:
                                Name:
                                Title:


                                UGLY DUCKLING CREDIT CORPORATION

                                By:
                                Name:
                                Title:


                                UGLY DUCKLING CAR SALES, INC.

                                By:
                                Name:
                                Title:



                                UGLY DUCKLING CAR SALES FLORIDA, INC.

                                By:
                                Name:
                                Title:


                                UGLY DUCKLING FINANCE CORPORATION

                                By:
                                Name:
                                Title: