Amendment No. 12 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, Amendment No. 10 dated
March 6, 2000 and Amendment No. 11 dated June 30, 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 order to eliminate all Loan
Facilities other than the Inventory Facility and make certain other changes.

     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. As used herein,  "Effective Date" shall mean
          the date of the initial advance of loan funds pursuant to that certain
          Master Loan and Security  Agreement  dated as of April ___, 2001 among
          UDC,  UDCSFC,  UDCC,  Car Sales  Florida,  UDFC,  Sales and  Greenwich
          Capital Financial Products, Inc.

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

          (a)  Loan  Facilities.  Section 2.1 of the Agreement is hereby amended
               in its entirety to read as follows:

               "Section  2.1.  Loan  Facilities.  The only Loan  Facility is the
               following Inventory Facility:

               (A)  Inventory  Facility.   Subject  to  all  of  the  terms  and
                    conditions of this Agreement, Lender agrees to loan funds up
                    to Twenty Five Million Dollars  ($25,000,000.00) to Borrower
                    against Eligible  Inventory from time to time in a series of
                    Advances  during  the term of this  Agreement.  Funds may be
                    borrowed, repaid and reborrowed on a revolving basis subject
                    to the terms  and  conditions  set forth in this  Agreement,
                    provided  that the amount  outstanding  under the  Inventory
                    Facility shall not at any time exceed the Inventory  Advance
                    Value."

          (b)  General  Interest Rate and Fees.  Section 2.2(A) of the Agreement
               is hereby amended in its entirety to read as follows:

              "(A)  Except as  modified by  Sections  2.4 and 15.1,  the average
                    daily  balance of the Loan shall bear  interest,  calculated
                    daily on the basis of a 365-day  year,  at a per annum  rate
                    equal to the LIBOR Rate plus (i) Three Hundred Fifteen (315)
                    basis points  through  June 30, 2001 and (ii) Three  Hundred
                    Sixty-Five (365) basis points beginning on July 1, 2001."

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

               Section  2.3.  "Loan  Term;  Right to  Terminate.  Unless  sooner
               terminated  as  hereinafter   provided,   this  Agreement   shall
               terminate  without  prior notice on the later of June 30, 2001 or
               the end of the extension  period elected by Borrower  pursuant to
               the following  sentence.  Unless sooner terminated as hereinafter
               provided,  (i) Borrower may extend the  expiration of the term of
               this  Agreement  from  June 30,  2001 to  September  30,  2001 by
               providing  Lender before June 1, 2001 with written  notice of its
               election  to so extend  and a  payment  of  $31,250,  and (ii) if
               Borrower  so extends the  expiration  then  Borrower  may further
               extend the  expiration  from  September  30, 2001 to December 31,
               2001 by providing  Lender  before  September 1, 2001 with written
               notice of its  election  to so extend and a payment  of  $31,250;
               provided, however, that neither extension will be effective if at
               the time of the expiration elected to be extended the Borrower is
               not in full  compliance  with all of the terms and  conditions of
               this  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."

          (d)  Interest  Payments.  Section  4.0(C) of the  Agreement  is hereby
               amended in its entirety to read as follows:

              "(C)  Interest  shall  accrue on the Loan  daily  and all  accrued
                    interest  shall be due and  payable  on the last day of each
                    month, provided that if such last day is not a Business Day,
                    such accrued interest shall be payable on the next following
                    Business  Day.  Accrued  interest  shall not be added to the
                    Loan balance and bear interest,  unless the interest is past
                    due and paid  with an  Advance  requested  by  Borrower  and
                    approved  by Lender;  provided  that,  such an  approval  by
                    Lender shall not constitute a waiver of the Event of Default
                    consisting of the failure to pay the interest  except to the
                    extent provided in Section 16.9."

          (e)  Contract Payments. Section 4.1 of the Agreement is hereby amended
               in its entirety to read as follows:

               "Section  4.1.  Contract  Payments.  Borrower  shall  direct  all
               Contract  Debtors for Pledged  Contracts,  and all other  Persons
               (including  Contract Rights Payors) who make payments to Borrower
               relating to Pledged Contracts,  to make, when paying by mail, all
               payments directly to the Post Office Box."

          (f)  Security  Interest.  The description of Collateral in Section 6.0
               of the Agreement is amended to include the following:

               "Section 6.0. Stock Pledge Collateral. The capital stock owned by
               UDCSFC,  whether now owned or hereafter acquired,  and the rights
               to receive dividends and other distributions of every nature, 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."

          (g)  Remittances.   Notwithstanding   any  other   provision   of  the
               Agreement,  Lender shall no longer receive  Remittances which are
               instead  being paid as described in the  Intercreditor  Agreement
               (hereinafter  defined).  Borrower shall no longer be obligated to
               provide the notices described in Sections 7.0(A) or (B).

          (h)  Certificates  of Title.  Section 13.11 of the Agreement is hereby
               amended in its entirety to read as follows:

               "Section 13.11.  Certificates  of Title.  Borrower shall promptly
               apply  for and  obtain  Certificates  of Title  for all  Financed
               Vehicles."

          (i)  Unencumbered Inventory.  Section 13.13 of the Agreement is hereby
               deleted in its entirety.

          (j)  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) Twenty-five
               Million Dollars ($25,000,000.00) minus the Loan Availability Cap,
               or (ii) the Inventory Advance Value.

          (k)  Underutilization  Fee. The definition of Underutilization  Fee in
               Section  16.0 of the  Agreement  is deleted  and  replaced in its
               entirety as follows:

               Underutilization  Fee:  the fee equal to (i)  .000959%  (35 basis
               points  per annum)  times  (ii) the amount by which the  Advances
               outstanding  under the  Inventory  Facility are less than Fifteen
               Million Dollars ($15,000,000), for each day during the Accounting
               Period that such Advances are less than Fifteen  Million  Dollars
               ($15,000,000).

     3.   Intercreditor   Agreement.   Lender  has  entered  into  that  certain
          Greenwich/GECC/SunAmerica  Intercreditor  Agreement  dated as of April
          ___, 2001 (the "Intercreditor Agreement") pursuant to which Lender has
          agreed,  in addition to other  matters,  that certain of the liens and
          security  interests granted to Lender will be subordinate to liens and
          security   interests   granted  to  other  persons   pursuant  to  the
          Intercreditor  Agreement.  In the event of any  conflict  between  the
          Agreement and the Intercreditor Agreement, the Intercreditor Agreement
          will control.

     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.

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<PAGE>

     IN WITNESS WHEREOF,  the undersigned have entered into this Amendment as of
April , 2001.

GENERAL ELECTRIC CAPITAL
CORPORATION                                     UGLY DUCKLING CAR SALES, INC.

By:                                             By:
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Title:                                          Title:
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UGLY DUCKLING CORPORATION

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

By:                                             By:
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Title:                                          Title:
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UGLY DUCKLING CAR SALES FLORIDA,                UGLY DUCKLING CREDIT CORPORATION
INC.

By:                                             By:
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Title:                                          Title:
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CYGNET FINANCIAL CORPORATION

By:
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Title:
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CYGNET SUPPORT SERVICES, INC.

By:
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Title:
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CYGNET FINANCIAL SERVICES, INC.                 CYGNET FINANCIAL PORTFOLIO, INC.

By:                                             By:
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Title:                                          Title:
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UGLY DUCKLING PORTFOLIO                         UGLY DUCKLING FINANCE
PARTNERSHIP, L.L.P.                             CORPORATION

By:                                             By:
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Title:                                          Title:
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UGLY DUCKLING PORTFOLIO
CORPORATION

By:
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Title:
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