STOCK PLEDGE AGREEMENT


     THIS STOCK  PLEDGE  AGREEMENT  dated as of November  12, 1998 (the  "Pledge
Agreement")  among UGLY DUCKLING CAR SALES AND FINANCE  CORPORATION,  an Arizona
corporation formerly known as Duck Ventures,  Inc. ("Pledgor"),  as owner of all
of the outstanding capital stock in Ugly Duckling  Receivables Corp. ("UDRC"), a
Delaware  corporation,  and Ugly  Duckling  Receivables  Corp.  II,  a  Delaware
Corporation  ("UDRC II"),  UGLY  DUCKLING  CORPORATION,  a Delaware  corporation
("UDC") and GREENWICH CAPITAL FINANCIAL PRODUCTS,  INC., a Delaware  corporation
("Lender").

                             INTRODUCTORY STATEMENTS

     Pledgor is the sole holder of fifty (50) shares of common  stock,  $.01 par
value per share in UDRC and fifty (50)  shares of common  stock,  $.01 par value
per share, in UDRC II (collectively,  the "Pledged Shares"). UDC, as debtor, has
on the  date  hereof  entered  into a Loan  Agreement  with  Lender  (the  "Loan
Agreement") pursuant to which UDC has borrowed money from Lender. Pledgor, which
is wholly owned  subsidiary of UDC, has agreed to pledge the Pledged  Shares and
any proceeds  thereof as further security for the Obligations (as defined in the
Loan Agreement).  Accordingly,  the Pledged Shares and any proceeds thereof will
secure  Obligations  of UDC and  Pledgor  to Lender.  Terms used  herein but not
defined  herein  shall  have the  meanings  assigned  to such  terms in the Loan
Agreement.

     In  consideration of the premises and of the agreements  herein  contained,
Pledgor, Lender and UDC agree as follows:

     Section 1. Definitions.

     (a)  Capitalized  terms  used  but not  otherwise  defined  in this  Pledge
Agreement shall have the meanings specified therefor in the Loan Agreement.

     (b) As used  herein,  the term "Final  Date" shall mean the date upon which
all of the  Obligations  as defined in the Loan  Agreement  and all  obligations
under any other financing  arrangement  between UDC and Lender, or any Affiliate
of either, have been fully paid and performed to the satisfaction of Lender. The
term "Loan Documents"  shall mean the Loan Agreement,  this Pledge Agreement and
any and all documents,  instruments  and agreements  securing and/or relating to
the Obligations of UDC or Pledgor to Lender.

     Section 2. Pledge of Stock and Grant of Security Interest.  As security for
the full and complete  performance  of all of the  Obligations,  Pledgor  hereby
delivers,  pledges  and  assigns  to the  Lender and grants in favor of Lender a
security  interest in all of Pledgor's  right,  title and interest in and to the
Pledged  Shares,  together  with all of  Pledgor's  rights and  privileges  with
respect  thereto,  all  proceeds,  income and profits  thereof and all  property
received in exchange thereof or in substitution therefor (the "Collateral").



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     Section 3. Dividends, Options, or Other Adjustments.  Until the Final Date,
Pledgor shall deliver as Collateral to the Lender any and all additional  shares
of stock or any other property of any kind  distributable on or by reason of the
Collateral, whether in the form of or by way of stock dividends, warrants, total
or partial  liquidation,  conversion,  prepayments,  redemptions  or  otherwise,
including cash dividends and any cash interest payments.  If any such dividends,
interest  payments,  additional shares of capital stock,  instruments,  or other
property,  a security  interest in which can only be  perfected  by  possession,
which are  distributable  on or by reason of the Collateral  pledged  hereunder,
shall come into the  possession or control of Pledgor,  Pledgor shall  forthwith
transfer and deliver such property to Lender as Collateral hereunder.

     Section 4.  Delivery of Share  Certificates;  Stock  Powers.  Pledgor shall
promptly deliver to Lender, or cause UDRC or UDRC II or any other entity issuing
the  Collateral  to deliver  directly  to Lender,  share  certificates  or other
instruments  representing  any  Collateral  issued to,  acquired  or received by
Pledgor after the date of this Pledge  Agreement with a stock or bond power duly
executed by Pledgor.  If, at any time Lender  notifies  Pledgor that it requires
additional  stock powers  endorsed in blank,  Pledgor shall promptly  execute in
blank and deliver the requested power to Lender.

     Section 5. Power of Attorney.  Pledgor hereby  constitutes  and irrevocably
appoints Lender as Pledgor's true and lawful  attorney-in-fact,  with the power,
after the  occurrence of an "Event of Default"  under and as defined in the Loan
Agreement, to the full extent permitted by law, to affix to any certificates and
documents  representing the Collateral,  the stock or bond powers delivered with
respect  thereto,  and to transfer or cause the transfer of  Collateral,  or any
part thereof,  on the books of UDRC or UDRC II or any other entity  issuing such
Collateral,  to the name of Lender or any nominee of either,  and  thereafter to
exercise with respect to such Collateral all the rights,  powers and remedies of
an owner.  The power of attorney  granted  pursuant to this Pledge Agreement and
all  authority  hereby  conferred  are granted and  conferred  solely to protect
Lender's interest in the Collateral and shall not impose any duty upon Lender to
exercise any power.  This power of attorney  shall be irrevocable as one coupled
with an interest until the Final Date.

     Section 6. Inducing  Representations  of Pledgor.  Pledgor  represents  and
warrants to Lender that:

     (a)  The   Pledged   Shares  are  validly   issued,   fully  paid  for  and
          non-assessable.

     (b)  The Pledged Shares represent all of the issued and outstanding capital
          stock of UDRC and UDRC II.

     (c)  Pledgor  is the sole legal and  beneficial  owner of, and has good and
          marketable  title  to,  the  Pledged  Shares,  free  and  clear of all
          pledges,  liens,  security interests and other encumbrances except the
          security  interest created by this Pledge  Agreement,  and Pledgor has
          the unqualified right and authority to execute and perform this Pledge
          Agreement.






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<PAGE>

     (d) No options, warrants or other agreements with respect to the Collateral
are outstanding.

     (e) Any consent, approval or authorization of or designation or filing with
any authority on the part of Pledgor  which is required in  connection  with the
pledge and  security  interest  granted  under this  Pledge  Agreement  has been
obtained or effected.

     (f) Neither the execution and delivery of this Pledge Agreement by Pledgor,
the consummation of the transaction  contemplated hereby nor the satisfaction of
the terms and conditions of this Pledge Agreement:

          (i)  conflicts  with or  results  in any  breach or  violation  of any
     provision of the articles of incorporation or bylaws of Pledgor or any law,
     rule, regulation, order, writ, judgment,  injunction, decree, determination
     or award currently in effect having  applicability to Pledgor or any of its
     properties,  including  regulations  issued by an administrative  agency or
     other governmental authority having supervisory powers over Pledgor;

          (ii) conflicts with, constitutes a default (or an event which with the
     giving  of notice or the  passage  of time,  or both,  would  constitute  a
     default) by Pledgor under,  or a breach of or contravenes any provision of,
     any agreement to which Pledgor or any of its  subsidiaries is a party or by
     which  it or any of  their  properties  is or may  be  bound  or  affected,
     including  without  limitation any loan agreement,  mortgage,  indenture or
     other agreement or instrument; or

          (iii)  results  in or  requires  the  creation  of any lien upon or in
     respect of any of Pledgor's  assets  except the lien created by this Pledge
     Agreement.

     (g)  With  respect  to  all  Pledged  Shares  heretofore  delivered  to and
currently  held by Lender,  and upon  delivery to Lender of any  Pledged  Shares
hereafter issued to, acquired or received by Pledgor,  Lender will have a valid,
perfected  security  interest  in and to the  Collateral,  enforceable  as  such
against all other  creditors  of Pledgor and against all persons  purporting  to
purchase any of the Collateral from Pledgor.

     (h) The  board  of  directors  of UDRC and UDRC II have  duly  adopted  the
resolutions  identified on Exhibits A-1 and A-2,  respectively,  attached hereto
(the "Standing  Dividend  Resolutions"),  and such  resolutions  remains in full
force and  effect  and have not been  rescinded,  amended,  altered,  revoked or
modified in any respect. Pursuant to the Standing Dividend Resolutions,  Pledgor
has  delivered  the UDRC  Dividend  Direction  Letter  and the UDRC II  Dividend
Direction Letter to the Trustee.

     Section 7. Obligations of the UDC and Pledgor.  Pledgor further represents,
warrants and covenants to Lender that:









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<PAGE>



          (a)  Pledgor  will not sell,  transfer or convey any  interest  in, or
     suffer or permit any lien or  encumbrance  to be  created  upon or to exist
     with  respect  to, any of the  Collateral  during  the term of this  Pledge
     Agreement,  other than the lien granted  hereunder  and the lien granted to
     General Electric Capital  Corporation  ("GECC") pursuant to the Amended and
     Restated  Motor Vehicle  Installment  Contract Loan and Security  Agreement
     entered into as of August 15, 1997 among GECC,  UDC,  Pledgor,  and certain
     other entities.

          (b) Pledgor will not cause or permit UDRC or UDRC II to enter into any
     securitization agreement or arrangement other than as set forth in the UDRC
     Securitization  Documents  or the  UDRC  II  Securitization  Documents,  or
     substantially  similar  agreements and arrangements in the future,  without
     the prior written consent of Lender.

          (c) Pledgor will, at Pledgor's  expense,  at any time and from time to
     time at the request of Lender do,  make,  procure,  execute and deliver all
     acts, things, writings, assurances and other documents as may be reasonably
     proposed  by Lender to  preserve,  establish,  demonstrate  or enforce  the
     rights,  interests  and  remedies of Lender as created by,  provided in, or
     emanating from this Pledge Agreement.

          (d) Pledgor will not take any action which would cause UDRC or UDRC II
     to issue any other  capital  stock  without  the prior  written  consent of
     Lender.

          (e)  Pledgor  will not  consent to any  amendment  to the  articles of
     incorporation  of UDRC or UDRC II  without  the prior  written  consent  of
     Lender.

          (f) Pledgor will not take any action  which would cause,  and will not
     consent  to,  any  transfer  by  UDRC  or  UDRC  II of  the  UDRC  Class  B
     Certificates or the UDRC II Class B Certificates.

     Section 8.  Dividends.  Pledgor has not and will not permit UDRC or UDRC II
to, rescind,  amend, alter, revoke or modify the Standing Dividend  Resolutions,
the UDRC Dividend  Direction Letter or the UDRC II Dividend Direction Letter, as
the case may be, in any respect without the prior written consent of Lender.

     Section 9. Voting Proxy.  Pledgor  hereby  grants to Lender an  irrevocable
proxy to vote the Pledged Shares with respect to any matter  permitted under the
Articles of  Incorporation  of UDRC and UDRC II, as the case may be, which proxy
shall continue until the Final Date. Pledgor represents and warrants that it has
directed  UDRC and UDRC II,  in  accordance  with  Section  217 of the  Delaware
General Corporation Law, to reflect on UDRC's and UDRC II's books, respectively,
the right of Lender to vote the  Pledged  Shares.  Upon the  request  of Lender,
Pledgor shall deliver to Lender such further evidence of such irrevocable  proxy
to vote the Collateral as Lender may request pursuant hereto.







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<PAGE>

     Section 10. Rights of Lender.  Lender may, at any time and without  notice,
discharge any taxes,  liens,  security interests or other encumbrances levied or
placed  on the  Collateral,  pay for the  maintenance  and  preservation  of the
Collateral, or pay for insurance on the Collateral; the amount of such payments,
plus any and all  reasonable  fees,  costs and  expenses  of  Lender  (including
attorneys' fees and disbursements) in connection therewith,  shall be reimbursed
by UDC within five (5) days of demand,  with interest thereon from the date paid
at the rate provided in the Loan Agreement.

     Section 11. Remedies Upon Event of Default under the Loan Agreement. Lender
may exercise any one or more of the following remedies:

          (a) Upon the occurrence of an "Event of Default"  pursuant to the Loan
     Agreement, Lender may without notice to Pledgor:

               (i) cause the Collateral to be transferred to Lender's name or to
          the name of a nominee of Lender,  and  thereafter  exercise as to such
          Collateral all of the rights, powers and remedies of an owner;

               (ii) collect by legal  proceedings  or otherwise  all  dividends,
          interest, principal payments, capital distributions and other sums now
          or hereafter  payable on account of the Collateral,  and hold all such
          sums as part of the  Collateral,  or apply such sums to the payment of
          the Obligations in such manner and order as Lender may decide,  in its
          sole discretion; or

               (iii) enter into any  extension,  subordination,  reorganization,
          deposit,  merger, or consolidation  agreement,  or any other agreement
          relating to or affecting the Collateral,  and in connection  therewith
          deposit or surrender control of the Collateral thereunder,  and accept
          other  property in exchange  therefor and hold and apply such property
          or money so received in accordance with the provisions hereof.

          (b) In  addition  to all the rights and  remedies  of a secured  party
     under  the  Uniform   Commercial  Code  as  in  effect  in  any  applicable
     jurisdiction,  upon the occurrence of an "Event of Default" pursuant to the
     Loan Agreement,  Lender shall have the right, without demand of performance
     or other demand,  advertisement or notice of any kind,  except as specified
     below,  to or upon  Pledgor  or any  other  person  (all  and each of which
     demands,  advertisements  and/or notices are hereby expressly waived to the
     extent  permitted  by law),  to  proceed  forthwith  to  collect,  receive,
     appropriate and realize upon the Collateral,  or any part thereof in one or
     more parcels in accordance with applicable  securities laws and in a manner
     designed to ensure that such sale will not result in a distribution  of the
     Pledged  Shares in violation of Section 5 of the Securities Act of 1933, as
     amended (the  "Securities  Act") and on such terms (including a requirement











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<PAGE>

     that any purchaser of all or any party of the Collateral  shall be required
     to  purchase  any  securities   constituting  the  Collateral   solely  for
     investment  and without any  intention to make a  distribution  thereof) as
     Lender, in its sole and absolute discretion,  deems appropriate without any
     liability for any loss due a decrease in the market value of the Collateral
     during  the  period  held.  If any  notification  to  Pledgor  of  intended
     disposition of the Collateral is required by law, such  notification  shall
     be deemed  reasonable  and  properly  given if mailed to  Pledgor,  postage
     prepaid,  at least ten (10) days before any such disposition at the address
     indicated by Pledgor's signature.  Any disposition of the Collateral or any
     part  thereof may be for cash or on credit or for future  delivery  without
     assumption of any credit risk,  with the right of Lender to purchase all or
     any part of the  Collateral  so sold at any such sale or  sales,  public or
     private, free of any equity or right of redemption in Pledgor,  which right
     of equity is, to the extent  permitted by applicable law, hereby  expressly
     waived or released by Pledgor; or

          (c) Lender may elect to sell the  Collateral on any credit terms which
     it deems  reasonable.  The  out-of-pocket  costs and  expenses of such sale
     shall be for the account of Lender.  The sale of any of the  Collateral  on
     credit terms shall not relieve Pledgor of its liability with respect to the
     Obligations. All payments received in respect of any sale of the Collateral
     by Lender shall be applied to the Obligations as and when such payments are
     received and any price received by the  Collateral  Agreement in respect of
     such sale shall be conclusive and binding upon Lender; or

          (d) Pledgor  recognizes that it may not be feasible to effect a public
     sale of all or a part of the  Collateral by reason of certain  prohibitions
     contained  in the  Securities  Act,  and that it may be  necessary  to sell
     privately to a restricted group of purchasers who will be obliged to agree,
     among other things,  to acquire the Collateral  for their own account,  for
     investment  and not with a view for the  distribution  or  resale  thereof.
     Pledgor  agrees  that  private  sales may be at prices and other terms less
     favorable  to the Seller than if the  Collateral  were sold at public sale,
     and that Lender has no obligation to delay the sale of any  Collateral  for
     the period of time necessary to permit the  registration  of the Collateral
     for public sale under the  Securities  Act.  Pledgor  agrees that a private
     sale or sales made  under the  foregoing  circumstances  shall be deemed to
     have been made in a commercially reasonable manner; or

          (e) If any consent,  approval or authorization of any state, municipal
     or other governmental department, agency or authority shall be necessary to
     effectuate  any sale or other  disposition of the Collateral or any partial
     disposition of the Collateral,  Pledgor will execute all such  applications
     and other  instruments  as may be required in connection  with securing any
     such consent,  approval or  authorization,  and will otherwise use its best
     efforts to secure the same; or

          (f) Lender shall have the right to deliver, assign and transfer to the
     purchaser  thereof the  Collateral  so sold or  disposed  of, free from any
     other claim or right of  whatever  kind,  including  any equity or right of
     redemption of Pledgor. Pledgor specifically waives, to the extent permitted
     by applicable law, all rights of redemption, stay or appraisal which it may
     have under any rule of law or statute now existing or hereafter adopted; or



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<PAGE>

          (g)  Lender  shall  not  be  obligated  to  make  any  sale  or  other
     disposition of the Collateral permitted under this Pledge Agreement, unless
     the terms  thereof shall be  satisfactory  to Lender.  Lender may,  without
     notice or  publication,  adjourn any such private or public sale and,  upon
     five (5) days' prior notice to Pledgor, hold such sale at any time or place
     to which the same may be so  adjourned.  In case of any such sale of all or
     any part of the Collateral on credit or future delivery,  the Collateral so
     sold may be  retained  by  Lender  until the  selling  price is paid by the
     purchaser thereof,  but Lender shall not incur any liability in case of the
     failure of such  purchaser to take up and pay for the property so sold and,
     in the case of any such failure,  such property may again be sold as herein
     provided.

          (h) All of the rights and remedies  granted to Lender,  including  but
     not limited to the  foregoing,  shall be  cumulative  and not exclusive and
     shall be enforceable alternatively,  successively or concurrently as Lender
     may deem expedient.

     Section 12. Limitation on Liability.

          (a)  Neither  Lender nor any of its  respective  directors,  officers,
     employers  or agents shall be liable to Pledgor,  UDC,  UDRC or UDRC II for
     any  action  taken or omitted  to be taken by it or them  hereunder,  or in
     connection  herewith,  except that Lender shall be liable for its own gross
     negligence, bad faith or willful misconduct.

          (b) Lender  shall be  protected  and shall incur no  liability  to any
     party in relying upon the  accuracy,  acting in reliance upon the contents,
     and assuming the genuineness of any notice, demand, certificate, signature,
     instrument or other document Lender  reasonably  believes to be genuine and
     to have been duly executed by the appropriate signatory, and (absent actual
     knowledge  to the  contrary of any officer of Lender)  Lender  shall not be
     required to make any independent investigation with respect thereto. Lender
     shall at all times be free  independently  to establish  to its  reasonable
     satisfaction, but shall have no duty to independently verify, the existence
     or  nonexistence  of  facts  that  are  a  condition  to  the  exercise  or
     enforcement of any right or remedy hereunder.

          (c) Lender may consult with qualified  counsel,  financial advisors or
     accountants  and shall not be liable for any action  taken or omitted to be
     taken by it  hereunder in good faith and in  accordance  with the advice of
     such counsel, financial advisors or accountants.

     Section 13. Indemnification. UDC and Pledgor jointly and severally agree to
indemnify each of Lender,  its Affiliates  and  Subsidiaries  (as such terms are
defined  in the  Loan  Agreement)  and  their  respective  directors,  officers,
employees  and  agents,  for,  and  hold  each of  Lender,  its  Affiliates  and
Subsidiaries  and their  respective  directors,  officers,  employees and agents
harmless  against,  any loss,  liability  or  expense  (including  the costs and
expenses  of  defending  against  any claim of  liability)  arising our of or in
connection with this Pledge Agreement and the transactions  contemplated hereby,
except any such loss,  liability or expense as shall result from the  respective
gross  negligence,  bad  faith or  willful  misconduct  of each of  Lender,  its
Affiliates and Subsidiaries or their respective directors,  officers,  employees
or agents.  The  obligation  of UDC and Pledgor under this Section shall survive
the termination of this Pledge Agreement.

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<PAGE>

     Section 14. Termination. This Pledge Agreement shall continue in full force
and effect until the Final Date. Subject to any sale or other disposition of the
Collateral  pursuant  to and in  accordance  with  this  Pledge  Agreement,  the
Collateral  shall be returned to Pledgor on the Final Date.  The  obligation  of
Pledgor under Section 16 of this Pledge  Agreement shall survive the termination
of this Pledge Agreement.

     Section 15.  Compensation and Reimbursement.  UDC agrees for the benefit of
Lender and as part of the  Obligations to reimburse  Lender upon its request for
all reasonable  expenses,  disbursements and advances incurred or made by Lender
in accordance  with any provision of, or carrying out its duties and obligations
under, this Pledge Agreement (including the reasonable compensation and fees and
the expenses and disbursements of its agents,  any independent  certified public
accounts and independent counsel), except any expense,  disbursement or advances
as may be  attributable  to negligence,  bad faith or willful  misconduct on the
part of Lender.

     Section  16.  Foreclosure  Expenses  of  Lender.  All  expenses  (including
reasonable fees and  disbursements of counsel)  incurred in compliance with this
Pledge  Agreement by Lender in  connection  with any actual or  attempted  sale,
exchange of, or any enforcement, collection, compromise or settlement respecting
this Pledge Agreement or the Collateral, or any other action taken in compliance
with  this  Pledge  Agreement  by  Lender  hereunder,  whether  directly  or  as
attorney-in-fact  pursuant to a power of attorney or other authorization  herein
conferred,  for the purpose of satisfaction of the Obligation shall be deemed an
Obligation  for all purposes of this Pledge  Agreement  and Lender may apply the
Collateral to payment of or reimbursement of itself for such liability.

     Section 17.  Notices.  Any notice or other  communication  given  hereunder
shall be in  writing  and shall be sent by  registered  mail,  postage  prepaid,
overnight  courier or  personally  delivered or  facsimiles  to the recipient as
follows:

                  To Pledgor:

                           UGLY DUCKLING CAR SALES
                           AND FINANCE CORPORATION
                           2525 East Camelback Road
                           Suite 500
                           Phoenix, Arizona  85016
                           Attn: Jon D. Ehlinger
                           Facsimile:  (602) 852-6637















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<PAGE>

                           with a copy to:

                           SNELL & WILMER, L.L.P.
                           One Arizona Center
                           Phoenix, Arizona  85004-0001
                           Attention:  Timothy W. Moser
                           Facsimile:  (602) 382-6070


                  To Lender:

                           GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                           600 Steamboat Road
                           Greenwich, Connecticut  06830
                           Attention:  Ira J. Platt
                           Telephone: (203) 622-3882
                           Facsimile:   (203) 622-2090

                           with a copy to:

                           OFFICE OF THE GENERAL COUNSEL
                           GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                           600 Steamboat Road
                           Greenwich, Connecticut  06830
                           Telephone:  (203) 625-6065
                           Facsimile:    (203) 629-4640

                           with a copy to:

                           KIRKLAND & ELLIS
                           200 East Randolph
                           Chicago, Illinois 60201
                           Attention:  Kenneth P. Morrison
                           Facsimile:  (312) 861-2200























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<PAGE>

                  To UDC:

                           UGLY DUCKLING CORPORATION
                           2525 East Camelback Road
                           Suite 500
                           Phoenix, Arizona  85016
                           Attn:  Steven P. Johnson
                           Facsimile:  (602) 852-6696

                           with a copy to:

                           SNELL & WILMER, L.L.P.
                           One Arizona Center
                           Phoenix, Arizona  85004-0001
                           Attention:  Timothy W. Moser
                           Facsimile:  (602) 382-6070


     Section 18. General Provisions.

          (a) The  failure  of Lender to  exercise  or delay in  exercising  any
     right,  power or remedy  hereunder,  shall not operate as a waiver thereof,
     nor shall any single or partial  exercise by Lender of any right,  power or
     remedy  hereunder  preclude any other or future  exercise  thereof,  or the
     exercise of any other right,  power or remedy. The remedies herein provided
     are cumulative and are not exclusive of any remedies provided by law or any
     other agreement.

          (b) The  representations,  covenants and  agreements of Pledgor herein
     contained  shall  survive the date  hereof;  provided,  however,  that only
     Section 13 shall survive after the Final Date.

          (c) Neither this Pledge  Agreement  nor the  provisions  hereof can be
     changed, waived or terminated unless any such change, waiver or termination
     shall be in writing,  signed by the parties hereto.  This Pledge  Agreement
     shall be binding upon and inure to the benefit of the parties  hereto,  and
     their respective  successors,  legal  representatives  and assigns.  If any
     provision of this Pledge Agreement shall be invalid or unenforceable in any
     respect or in any  jurisdiction,  the remaining  provisions shall remain in
     full  force and  effect  and shall be  enforceable  to the  maximum  extent
     permitted by law.

          (d) This Pledge  Agreement  may be executed in  counterparts,  each of
     which shall  constitute an original but all of which,  when taken together,
     shall constitute one instrument.

          (e)  THE  VALIDITY  OF  THIS  PLEDGE  AGREEMENT  AND  THE  OTHER  LOAN
     DOCUMENTS,  THE CONSTRUCTION,  INTERPRETATION,  AND ENFORCEMENT  HEREOF AND
     THEREOF,  AND THE RIGHTS OF THE PARTIES  HERETO AND THERETO WITH RESPECT TO
     ALL MATTERS  ARISING  HEREUNDER OR  THEREUNDER  OR RELATED  HERETO SHALL BE
     DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
     NEW YORK.





                                   Page - 10
<PAGE>

          THE  PARTIES  AGREE  THAT  ALL  ACTIONS  OR  PROCEEDINGS   ARISING  IN
     CONNECTION  WITH THIS PLEDGE  AGREEMENT  MAY BE TRIED AND  LITIGATED IN THE
     UNITED  STATES  DISTRICT  COURT  FOR THE  SOUTHERN  DISTRICT  OF NEW  YORK.
     PLEDGOR,  COLLATERAL  AGENT AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER
     APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
     CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
     ACCORDANCE WITH THIS SECTION.

          THE PARTIES  HEREBY WAIVE THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF
     ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING  OUT OF ANY OF THE LOAN
     AGREEMENT  OR ANY  OF  THE  TRANSACTIONS  CONTEMPLATED  THEREIN,  INCLUDING
     CONTRACT CLAIMS,  TORT CLAIMS,  BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON
     LAW OR  STATUTORY  CLAIMS.  BORROWER  AND  LENDER  REPRESENT  THAT EACH HAS
     REVIEWED  THIS WAIVER AND EACH  KNOWINGLY AND  VOLUNTARILY  WAIVES ITS JURY
     TRIAL RIGHTS  FOLLOWING  CONSULTATION  WITH LEGAL COUNSEL.  IN THE EVENT OF
     LITIGATION,  A COPY OF THIS  PLEDGE  AGREEMENT  MAY BE FILED  AS A  WRITTEN
     CONSENT TO A TRIAL BY THE COURT.








































                                   Page - 11
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Pledge Agreement on the date first above written.


                             UGLY DUCKLING CAR SALES AND FINANCE
                             CORPORATION, an Arizona corporation

                             By:               /s/  JON EHLINGER
                                               ------------------
                             Name:                  Jon Ehlinger
                             Title:                 Secretary



                             UGLY DUCKLING CORPORATION,
                             a Delaware corporation

                             By:               /s/  STEVEN P. JOHNSON
                                               ----------------------
                             Name:                 Steven P. Johnson
                             Title:            Senior Vice President




                             GREENWICH CAPITAL FINANCIAL PRODUCTS,
                             INC., a Delaware corporation


                              By:               /s/  IRA PLATT
                              ---------------------------------
                              Name:                  Ira Platt
                              Title:            Vice President