Amendment No. 10 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;;  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;  and Cygnet Dealer Finance  Florida,  Inc.  ("CDFF"),  a
Florida  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, and Amendment No. 9 dated  December 8, 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.  Borrower and Lender  desire to delete  certain  Borrowers  from the
Agreement and 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.  Release  and  Deletion  of  Certain  Borrowers.  Without  releasing
Borrower from liability to Lender for all obligations  existing or in the future
arising  under the  Agreement,  Lender  and  Borrower  hereby  agree to  release
obligations  of  Borrowers  Dealer  Finance,  Cygnet  Finance  Alabama  and CDFF
(collectively,  the  "Released  Parties") to Lender under the  Agreement and all
other documents and instruments  executed by the Released  Parties in connection

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<PAGE>

with the  Agreement.  By  executing  this  Amendment,  all  parties  agree that,
effective  as of December 30, 1999,  the  Released  Parties  shall be deleted as
Borrowers  under the Agreement and all  associated  rights and  obligations  are
hereby terminated as to the Released Parties.

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

               a.)  Deletion of  Borrower,  Ugly  Duckling Car Sales New Mexico,
          Inc.  Pursuant to the execution of those certain Articles of Merger of
          Ugly Duckling Car Sales New Mexico,  Inc. into Ugly Duckling Car Sales
          Inc.,  dated  December 27, 1999,  Car Sales New Mexico agreed to merge
          into Sales, with Sales to be the surviving  corporation.  Sales agreed
          to assume all of the liabilities and  obligations  (collectively,  the
          "obligations")  of Car Sales New Mexico. As a result of the merger and
          the assumption of the obligations, Borrower and Lender agree to delete
          Car Sales New Mexico as a Borrower under the Agreement.

               b.) Deletion of Borrower,  Ugly Duckling Car Sales Georgia,  Inc.
          Pursuant to the execution of those certain  Articles of Merger of Ugly
          Duckling Car Sales  Georgia,  Inc.  into Ugly Duckling Car Sales Inc.,
          dated January 19, 2000,  Car Sales Georgia agreed to merge into Sales,
          with Sales to be the surviving corporation. Sales agreed to assume all
          of the liabilities and obligations  (collectively,  the "obligations")
          of Car Sales Georgia.  As a result of the merger and the assumption of
          the obligations, Borrower and Lender agree to delete Car Sales Georgia
          as a Borrower under the Agreement.

               c.) Deletion of  Borrower,  Ugly  Duckling Car Sales  California,
          Inc.  Pursuant to the execution of those certain Articles of Merger of
          Ugly Duckling Car Sales California,  Inc. into Ugly Duckling Car Sales
          Inc.,  dated as of January 24, 2000,  Car Sales  California  agreed to
          merge into Sales,  with Sales to be the surviving  corporation.  Sales
          agreed to assume all of the liabilities and obligations (collectively,
          the "obligations") of Car Sales California.  As a result of the merger
          and the  assumption of the  obligations,  Borrower and Lender agree to
          delete Car Sales California as a Borrower under the Agreement.

               d.) Single  Loan.  The  second  sentence  in  Section  2.0 of the
          Agreement  shall be amended to insert the word  "Dollars"  between the
          word "Million" and "($125,000,000.00)".

               e.) Loan  Facility.  The first sentence in Section 2.1 (A) of the
          Agreement  shall be amended to insert the word  "Dollars"  between the
          word "Million" and "($125,000,000.00)".

               f.) Loan  Facility.  The first sentence in Section 2.1 (B) of the
          Agreement  shall be amended to substitute the word  "Twenty-five"  for
          "Twenty"   and  the   amount   "($25,000,000.00)"   for   the   amount
          "($20,000,000.00)"  and to insert the word "Dollars"  between the word
          "Million" and "($25,000,000.00)".

               g.) Financial Condition.  Section 13.6 (E) of the Agreement shall
          be amended to read as follows:

                  Borrower's   three-month  Rolling  Average  Managed  Portfolio
                  Delinquency  ratio shall not exceed ten percent  (10%)  except
                  for the periods  ending  December 31, 1999,  January 31, 2000,
                  and February 29, 2000 (respectively) for which the three-month
                  Rolling Average Managed Portfolio Delinquency shall not exceed
                  twelve  and  one-half  percent   (12.50%).   For  all  periods
                  following  February  29,  2000,  the  level  allowed  for this
                  covenant shall return to ten percent (10%).


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<PAGE>

               h.) Financial Condition.  Section 13.6 (G) of the Agreement shall
          be amended to read as follows:

                  Borrower's   Average   Charged-Off   Losses  for  all  Managed
                  Portfolio  Contracts  shall not exceed two and  three-quarters
                  percent  (2.75%)  except for the periods  ending  December 31,
                  1999,  January 31, 2000, and February 29, 2000  (respectively)
                  for which  the  Average  Charged-Off  Losses  for all  Managed
                  Portfolio  Contracts shall not exceed three and three-quarters
                  percent (3.75%).  For all periods following February 29, 2000,
                  the level  allowed for this  covenant  shall return to two and
                  three-quarters percent (2.75%).

               i.)  Seminole  Eligible  Contract.  The  definition  of "Seminole
          Eligible  Contract" in Section 16.0 of the Agreement  shall be amended
          to read as follows:

                  Seminole  Eligible  Contract:  an Eligible  Contract which was
                  originally   purchased  by  Borrower  from  Seminole  Finance;
                  provided,  however,  that any such Eligible  Contract that has
                  been sold or  securitized  by Borrower  and then  subsequently
                  repurchased  by Borrower  and that  remains  owned by Borrower
                  shall be deemed to be a Seminole Eligible Contract.

         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
March 6, 2000.


<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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