Amendment No. 9 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,  and Amendment No. 8
dated  December 7, 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  Existing
Borrower on the terms and conditions set forth in the Agreement.

     B. Borrower and Lender desire to amend 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  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.


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<PAGE>

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

         Definitions.

          a.) 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) 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 DCT Eligible Contracts during the
         time the DCT  Eligible  Contracts  are included in the  Borrowing  Base
         pursuant to Section 3.1. (G) forty and one-half  percent (40.5%) of the
         Outstanding  Principal Balance of all VAM Eligible Contracts during the
         time the VAM  Eligible  Contracts  are included in the  Borrowing  Base
         pursuant  to Section  3.1.  At Lender's  sole and  absolute  discretion
         following 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.

          b.) VAM  Eligible  Contracts.  The  following  definition  is added to
     Section 16.0 of the Agreement in proper alphabetical order:

          VAM Eligible  Contracts:  an Eligible  Contract which was purchased by
     Borrower from Virginia Auto Mart on November 8, 1999.

          c.) Inventory Advance Value. The definition of Inventory Advance Value
     in Section 16.0 of the Agreement is deleted and replaced in its entirety as
     follows:

                  Inventory Advance Value: the lesser of (i) Twenty-five Million
         Dollars ($25,000,000.00);  (ii) the cumulative Eligible Vehicle Advance
         Value for all  Eligible  Vehicles  in  Borrower's  inventory;  (iii) an
         amount equal to the Borrowing Base minus the amount  outstanding  under
         the  Installment  Contract  Facility or (iv) 65% of the cumulative NADA
         average  wholesale  Black Book value for Borrower's  inventory of Motor
         Vehicles (compliance with which shall be measured by Lender's sample of
         100 or more Contracts and not on a Contract-by-Contract basis).


                                       2
<PAGE>

          d.) Eligible  Vehicle.  The definition of Eligible  Vehicle in Section
     16.0 of the Agreement is deleted and replaced in its entirety as follows:

                  "Eligible  Vehicle:  a Motor  Vehicle (i) which  Borrower  has
                  purchased  for at least $1,500 and not more than $6,000;  (ii)
                  which has been in Borrower's  possession  for no more than 120
                  days,  or 150 days if purchased in the months of October 1999,
                  November,  1999 or  December,  1999;  (iii) which has not been
                  repossessed by Borrower (unless  subsequently  re-purchased at
                  auction);  (iv) for which Borrower holds in its possession the
                  title and purchase documentation,  provided, however, that, if
                  all  other  criteria  for  Eligible  Vehicles  is  met,  Motor
                  Vehicles  may be held  in  Borrower's  possession  for 30 days
                  without  title  documentation;  and (v) is not  subject to any
                  lien,  encumbrance or security interest of any kind other than
                  the  interest  of Lender  as  granted  hereunder  or any other
                  agreement with Lender.

          e.) Application of Payments. The definition of Application of Payments
     in Section 4.2 of the  Agreement is deleted and replaced in its entirety as
     follows:

                  Application of Payments.  All  Remittances  received by Lender
         shall be applied by Lender to the Indebtedness the same Business Day if
         deposited in Lender's  account before 1:30 PM CST and the next Business
         Day if  deposited  in  the  Lender's  account  after  1:30  PM CST . No
         Remittance  other  than cash  shall be  treated  as a final  payment to
         Lender  unless  and until  such item has  actually  been  collected  by
         Lender's bank and such collection has been finally credited to Lender's
         account;  provided,  further,  that  if a  Remittance  applied  to  the
         Indebtedness is charged back to Lender's Bank, Lender can retroactively
         remove the application of the Remittance to the Indebtedness and accrue
         any interest not accrued  because of the  application of the Remittance
         to the Indebtedness.  Each Remittance shall be applied by Lender to the
         Indebtedness  (i) first to accrued  interest  and, if sufficient to pay
         accrued interest,  (ii) then to the Indebtedness,  other than Advances,
         and,  (iii)  then to the  Loan.  Lender  reserves  the  right  to use a
         different  order of  application  if there  is an Event of  Default  or
         Pre-Default Event, or Lender has given prior written notice to Borrower
         of a different order. All Remittances received by Lender may be applied
         to the  Indebtedness  even  though no  portion of the  Indebtedness  is
         otherwise  then due and even  though  Lender  has not sent  Borrower  a
         demand,  notice or request  for payment of the  Indebtedness.  Payments
         shall be deemed to be due by Borrower  when  received by Lender  unless
         they are due sooner by the terms of the Loan Documents.

          f.) Exhibit  5.1(C) of the  Agreement  is deleted and  replaced in its
     entirety as follows: Exhibit 5.1(C)

                  Report                                      Frequency

                  Cash Report                                 Daily
                  Borrowing Base                              Weekly
                  Deferment & Rewrite Report                  Monthly
                  Covenant Compliance Summary                 Monthly
                  Trial Balance of Contracts                  Monthly
                  Contract Delinquency Report                 Monthly
                  Paid Off Contract Report                    Monthly
                  Charged-Off Contract Report                 Monthly

                                       3
<PAGE>

                  Recovery Report                             Monthly
                  Repossession Report                         Monthly
                  Title Tracking Report                       Monthly
                  Insurance Tracking Report                   Monthly
                  Vehicle Inventory Report                    Monthly
                  New Contract Report                         Monthly
                  Static Pool Information                     Quarterly
                  Status of Cygnet Program                    Quarterly
                  Performance of Securitized Assets           Quarterly

                  The monthly  reports shall be provided to Lender no later than
twenty (20) Business Days after the end of the month. The daily reports shall be
provided  no later  than two (2)  Business  days  after the day  covered  by the
report;  provided  that,  the daily  reports  for the last day of an  Accounting
Period  shall be provided no later than the fifth (5th)  Business  Day after the
end of the Accounting Period.  Borrower shall deliver with the monthly reports a
certificate of the chief financial  officer of Borrower,  in the form of Exhibit
5.1(C)(1),  certifying  as to the  completeness  and  accuracy  of  the  reports
provided  pursuant to this Exhibit  5.1(C).  Borrower  shall provide Lender with
quarterly  reports no later than thirty (30)  Business Days after the end of the
quarter.  Borrower shall deliver to Lender,  no later than the twentieth  (20th)
Business Day following each Accounting Period, an up-to-date master file back-up
tape in a form usable by Lender's  computer of all Pledged Contract  information
for the  Accounting  Period  relating to Contract  files which the  Borrower has
placed on electronic  media,  including but not limited to,  payment  histories,
contract  accounting,  Outstanding  Principal  Balance,  customer service notes,
collection histories and Contract Debtor names and addresses.

         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.


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<PAGE>

         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.


<PAGE>

IN WITNESS  WHEREOF,  the  undersigned  have entered  into this  Amendment as of
December 8, 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

</TABLE>