Amendment No. 8 to Amended and Restated Motor Vehicle Installment Contract
                           Loan and Security Agreement



        This  Amendment  No. 8 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;  Ugly  Duckling  Car Sales New
Mexico, Inc. ("Car Sales New Mexico"),  a New Mexico corporation;  Ugly Duckling
Car Sales California,  Inc. ("Car Sales California"),  a California corporation;
Ugly  Duckling  Car  Sales  Georgia,  Inc.  ("Car  Sales  Georgia"),  a  Georgia
corporation;  Cygnet Financial Corporation  ("Cygnet"),  a Delaware corporation;
Cygnet Dealer Finance, Inc. ("Dealer Finance"),  an Arizona corporation;  Cygnet
Finance Alabama, Inc. ("Cygnet Alabama"), an Arizona 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;  Ugly Duckling
Portfolio Corporation ("UDPC") an Arizona corporation formerly known as Champion
Portfolio  Corporation;  Cygnet Dealer Finance Florida, Inc. ("CDFF"), a Florida
corporation  (all of the above entities are  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 as
of August 27,  1999,  and  Amendment  No. 7 dated as of  November  30, 1999 (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.  Lender  advanced  additional  funds  to  Borrower  Ugly  Duckling  in
connection  with the December 18, 1997 purchase by Ugly Duckling of interests in
certain loans (the "FMAC Loans") held by First Merchants Acceptance  Corporation
("FMAC").  As part of the transaction,  Lender agreed to purchase the FMAC Loans
and Ugly Duckling furnished Lender with a Guaranty (the "FMAC Guaranty"),  dated
as of  December  18,  1997,  in the  principal  amount  of Ten  Million  Dollars
($10,000,000.00)  plus interest and enforcement costs.  Lender and Ugly Duckling
subsequently  agreed that the FMAC Guaranty  would operate as a reduction in the
overall  credit  facility  made  available  to  Borrower  under the terms of the
Agreement.

       C. On or about January 12, 1998,  Lender and Ugly Duckling  orally agreed
that the amount of the FMAC Guaranty used to cap the  availability of the credit
facility would be modified from a total of Ten Million Dollars  ($10,000,000.00)
to Eight Million Dollars ($8,000,000.00),  thus enabling Borrower to have access
to a higher credit amount.  The original  principal amount of the FMAC Guaranty,
however, remained unchanged at Ten Million Dollars ($10,000,000.00).



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<PAGE>

       D. Borrower has requested,  and Lender has agreed subject to the terms of
this  Amendment,  that  the  amount  of  the  FMAC  Guaranty  used  to  cap  the
availability  of the credit  facility be  modified  further  from Eight  Million
Dollars  ($8,000,000.00)  to Three  Million  Dollars  ($3,000,000.00),  allowing
Borrower potentially higher availability under the overall credit facility.  The
original  principal  amount of the FMAC  Guaranty  will remain  unchanged at Ten
Million Dollars ($10,000,000.00).


     E. Borrower and Lender desire to modify the Agreement pursuant to the terms
and conditions set forth in this Amendment.


       In   consideration   of  the   premises   and  other  good  and  valuable
consideration,  the receipt and  sufficiency 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  shallhave the same meaning given to such term(s) in the
Agreement.

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

     a. Loan  Availability  Cap. The following new definition  shall be added to
Section 16.0 in its proper alphabetical order:

     Loan  Availability  Cap: shall be a portion  (expressed in dollar terms) of
     the  Guaranty  Liability,  and shall be  applied  to the  reduce the amount
     available  under the Loan.  Effective  as of  December  1,  1999,  the Loan
     Availability Cap shall be Three Million Dollars ($3,000,000.00).

     b.  Borrowing  Base: The definition of Borrowing Base in Section 16.0 shall
be deleted in its entirety and shall be replaced with the following:

     Borrowing  Base:  the  amount  equal  to  the  lesser  of (i)  One  Hundred
     Twenty-five Million Dollars  ($125,000,000.00)  minus the Loan Availability
     Cap,  or (ii) an  amount  equal  to (A)  sixty  five  percent  (65%) of the
     Outstanding Principal Balance of all Originated Eligible Contracts (but not
     to exceed one hundred fifteen percent (115%) of the NADA average  wholesale
     Black Book value for all such Contracts in the  aggregate)  during the time
     they are included in the  Borrowing  Base pursuant to Section 3.1; plus (B)
     eighty-six  percent  (86%)  of the  Outstanding  Principal  Balance  of all
     Champion  Eligible  Contracts  (but not to exceed one hundred seven percent
     (107%)  of  wholesale  Kelly  Blue  Book  for  all  such  Contracts  in the
     aggregate) during the time they are included in the Borrowing Base pursuant
     to Section 3.1;  plus (C)  seventy-five  percent  (75%) of the  Outstanding
     Principal Balance of all Seminole  Eligible  Contracts during the time they
     are included in the  Borrowing  Base  pursuant to Section 3.1; plus (D) the
     Inventory  Advance Value;  plus (E) during the term of the Dealer  Contract
     Facility,  the Dealer Contract Advance Value;  plus (F) fifty percent (50%)
     of the Outstanding Principal Balance of all contracts purchased from DCT of
     Ocala Corporation (dba Best Chance) on August 25, 1999 during the time they
     are  included in the  Borrowing  Base  pursuant to Section 3.1. At Lender's
     sole and absolute  discretion and Borrower's  request,  Lender may agree to
     include Bulk Purchase  Contracts as part of the Borrowing  Base  hereunder.
     The amount of advance against Bulk Purchase Contracts,  if any, shall be at
     Lender's sole and absolute discretion.  With respect to section (ii) (A) of
     this definition, compliance with the parenthetical test based on Black Book
     values shall be measured by Lender's  sample of 100 or more  Contracts  and
     not on a Contract-by-Contract basis.


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<PAGE>

     c. Subordination and Dealer Contracts.  The final sentence of Section 14.3,
Subordination  and Dealer  Contracts,  of the Agreement  shall be deleted in its
entirety and replaced with the following:

     "Borrower shall not have loans or purchases of more than Three Million Five
     Hundred Thousand Dollars ($3,500,000.00) outstanding at the same time under
     any Dealer Contract, except for Texas Auto Outlet and Foothill Nissan."

         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 agreements, 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.  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.

     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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<PAGE>

IN WITNESS  WHEREOF,  the  undersigned  have entered  into this  Amendment as of
December 7, 1999.


<TABLE>
<CAPTION>
<S>                                                           <C>
GENERAL ELECTRIC CAPITAL
CORPORATION                                                   UGLY DUCKLING CAR SALES, INC.

By: /S/ JEFF BATKA                                            By:  /S/ JON D. EHLINGER
Title:  Account Executive                                     Title:  Secretary

UGLY DUCKLING CORPORATION                                     UGLY DUCKLING CAR SALES NEW MEXICO, INC.

By:  /S/ JON D. EHLINGER                                      By:  /S/ JON D. EHLINGER
Title: Secretary                                              Title:  Secretary

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

By:  /S/ JON D. EHLINGER                                      By:  /S/ JON D. EHLINGER
Title:  Secretary                                             Title: Secretary

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

By: /S/ JON D. EHLINGER                                       By:   /S/ JON D. EHLINGER
Title:  Secretary                                             Title: Secretary

UGLY DUCKLING CAR SALES GEORGIA, INC.                         UGLY DUCKLING CAR SALES CALIFORNIA, INC.
By:  /S/ JON D. EHLINGER                                      By:  /S/ JON D. EHLINGER
Title:  Secretary                                             Title:  Secretary

CYGNET FINANCIAL CORPORATION                                  CYGNET DEALER FINANCE, INC.
By:  /S/ JON D. EHLINGER                                      By:  /S/ STEVEN P. JOHNSON
Title:  Secretary                                             Title: Secretary

CYGNET FINANCE ALABAMA, INC.                                  CYGNET SUPPORT SERVICES, INC.

By:  /S/ STEVEN P. JOHNSON                                    By:  /S/ JON D. EHLINGER
Title:  Secretary                                             Title: Secretary

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

By:  /S/ JON D. EHLINGER                                      By:  /S/ JON D. EHLINGER
Title:  Secretary                                             Title:  Secretary

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

By:  /S/ JON D. EHLINGER                                      By:  /S/ JON D. EHLINGER
Title:  Secretary                                             Title:  Secretary

UGLY DUCKLING PORTFOLIO                                       CYGNET DEALER FINANCE FLORIDA,
CORPORATION                                                   INC.

By:  /S/ JON D. EHLINGER                                      By:  /S/ STEVEN P. JOHNSON
Title:  Secretary                                             Title:  Secretary

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