AMENDMENT NO. 7 TO MOTOR VEHICLE INSTALLMENT CONTRACT
                          LOAN AND SECURITY AGREEMENT

This  Amendment  (the  "Amendment")  is  entered  into  by and between General
Electric  Capital  Corporation,  a  New  York  corporation ("Lender") and Ugly
Duckling  Corporation  successor  in  interest to Ugly Duckling Holdings, Inc.
("Ugly  Duckling")  a  Delaware corporation, Duck Ventures, Inc. ("Ventures"),
Champion  Acceptance  Corporation  formerly  known  as  Ugly  Duckling  Credit
Corporation  ("Credit"),  Ugly Duckling Car Sales, Inc. ("Sales"), UDRAC, Inc.
("UDRAC"),   Champion   Financial  Services,  Inc.  ("Champion")  all  Arizona
corporations, and Ugly Duckling Car Sales Florida, Inc., a Florida corporation
("UDCSF"), ("Ugly Duckling Ventures, Credit, Sales, Champion, UDRAC, and UDCSF
hereinafter  collectively  and  individually  referred  to  as  "Borrower").

                                   RECITALS

     A.  Borrower and Lender entered into a Motor Vehicle Installment Contract
Loan  and  Security  Agreement  dated  as  of  June  1, 1994, as amended ("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:

     Financial  Condition    The  second  sentence  of Section 13.6 "Financial
Condition",  is  hereby  deleted  and  replaced  with  the  following:

     "Borrower  shall  maintain  a  Net Worth of at least Seventy-Five Million
Dollars  ($75,000,000)."

     (b)    Borrowing Base.  The definition of "Borrowing Base" in Section 1.0
of  the  Amendment  is  hereby  amended  in  its  entirety to read as follows:

     "BORROWING  BASE:    the  amount equal to the lesser of (i) Fifty Million
Dollars  ($50,000,000.00),  or (ii) the sum of (a) sixty-five percent (65%) of
the  Outstanding  Principal  Balance of all Eligible Contracts during the time
they  are  included  in  the  Borrowing  Base  pursuant  to Section 3.1, which
Eligible  Contracts  are  originated  by  any Affiliate of Borrower which is a
captive  Dealer to Borrower, (b) Seventy-five percent (75%) of the Outstanding
Principal Balance of all Eligible Contracts which are contracts purchased from
Seminole  Finance Company ("Seminole Contracts") as part of a liquidating bulk
purchase   which   occurred  in  December  1996  and  January  1997,  and  (c)
ninety-eight percent (98%) of, the Outstanding Principal Balance less unearned

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discount  of  all  Eligible Contracts, not to exceed one hundred seven percent
(107%)  of  wholesale  Kelly  Blue Book for all such Eligible Contracts in the
aggregate  during the time they are included in the Borrowing Base pursuant to
Section  3.1  which  Eligible Contracts are purchased by Borrower from Dealers
who  are not Affiliates of Borrower through Champion Financial Services, Inc."
(c)          Capital  Structure.   The final sentence of Section 14.4 "Capital
Structure",  is  hereby  deleted  and  replaced  with  the  following:

     "Borrower  shall  not  allow  a  transfer  of ownership of Borrower which
results  in  less  than  fifteen percent (15%) of the voting stock of Borrower
being  owned  by  Ernest  C.  Garcia  II."

     3.    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 agreement, written or
oral,  with  respect  thereto.

     4.  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.

     5.  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.

     6.   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.

     7.    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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IN  WITNESS  WHEREOF,  the  undersigned have entered into this Amendment as of
February  10,  1997.

GENERAL  ELECTRIC  CAPITAL
CORPORATION                                  UGLY DUCKLING CAR SALES, INC.

By:     /s/ Farhan Hassan                    By:     /s/ Steven P. Johnson
        --------------------------           ---------------------------------
Title:  Account  Executive                   Title:  Secretary

UGLY  DUCKLING  CORPORATION                  UDRAC, INC.

By:     /s/ Steven P. Johnson                By:     /s/ Steven P. Johnson
        --------------------------           ---------------------------------
Title:  Secretary                            Title:  Secretary

DUCK  VENTURES,  INC.                        CHAMPION FINANCIAL SERVICES, INC.

By:     /s/ Steven P. Johnson                By:     /s/ Steven P. Johnson
        --------------------------           ---------------------------------
Title:  Secretary                            Title:  Secretary

CHAMPION  ACCEPTANCE                         UGLY DUCKLING CAR SALES FLORIDA
CORPORATION formerly known as UGLY           INC.
DUCKLING  CREDIT  CORPORATION
                                             By:     /s/ Steven P. Johnson
By:     /s/ Steven P. Johnson                ---------------------------------
        --------------------------           Title:  Secretary
Title:  Secretary




























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