Amendment No. 7 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; 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.  Existing  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, and Amendment No. 6
dated August 27,  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.


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


                                       1
<PAGE>

          Definitions.

          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
         Guaranty  Liability,  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 (d/b/a Best
         Chance) during the time the DCT 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.

          DCT Eligible Contracts.  The following  definition is added to Section
     16.0 of the

Agreement in proper alphabetical order:

          DCT Eligible  Contracts:  an Eligible  Contract which was purchased by
     Borrower  from DCT of Ocala  Corporation  (d/b/a Best Chance) on August 25,
     1999.


         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.


                                       2
<PAGE>

          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.


<PAGE>

IN WITNESS  WHEREOF,  the  undersigned  have entered  into this  Amendment as of
November 30, 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/ DONALD L. ADDINK                                     By:  /S/ JON D. EHLINGER
Title: Vice President                                         Title:  Secretary

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

By:  /S/ JON D. EHLINGER                                      By:  /S/ DONALD L. ADDINK
Title:  Secretary                                             Title: Vice President

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/ DONALD L. ADDINK                                     By:  /S/ STEVEN P. JOHNSON
Title:  Vice President                                        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/ DONALD L. ADDINK
Title:  Secretary                                             Title: Vice President

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>