EXHIBIT 10.a

                             EMPLOYMENT AGREEMENT
                             --------------------

     This  EMPLOYMENT  AGREEMENT ("Agreement") is made  as of this 12th day of
June,  1997 by and between Duck Ventures, Inc., an Arizona corporation, ("DV")
and Russell  Grisanti,  an  individual,  ("Grisanti").

                                   RECITALS

     A.     DV  is  an  Arizona  corporation  wholly  owned  by  Ugly Duckling
Corporation,  a  Delaware  corporation,  ("UDC").

     B.     DV  and  UDC  directly or indirectly own entities engaged in sales
and  financing  of  used  vehicles  ("Vehicle  Businesses").

     C.     One  or more affiliates of DV and UDC ("Affiliates") may engage in
other  businesses  from  time  to  time  ("Affiliate  Businesses").

     D.     DV and UDC seek to develop and expand their Vehicle Businesses and
Affiliate  Businesses  (collectively,  "Businesses").

     E.     Grisanti  has professional expertise and experience in the area of
the  Businesses,  including business operations, finance, consumer lending and
other  commercial  activities  and seeks to use his professional expertise and
experience as an employee of DV and UDC and an officer of  UDC for the benefit
of  the  Businesses.

     F.     DV seeks to employ Grisanti to work full-time for DV and UDC as an
employee  and officer and to utilize his professional expertise and experience
in  the  Businesses  under  the  terms  and  conditions  stated  herein.

     NOW  THEREFORE,  in  consideration  of  the mutual covenants, agreements,
representations,  and  warranties  contained  herein  and  for  other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is hereby
acknowledged,  the  parties  hereby  agree  as  follows:

     1.     Definitions. Unless otherwise defined above or herein, capitalized
terms  used  in  this  Agreement will have the meanings set forth below:

(a)     "Company"  shall  mean DV, UDC, Champion Acceptance Corporation and/or
any of its or their current, former, or future, subsidiaries or affiliates.

(b)     "Company  Client(s)"  shall mean those actual clients and customers of
Company  and those active prospective clients or customers of Company handled,
serviced, or solicited at any time during the Term (as defined in Section  2).

(c)    "Company Confidential Information" shall mean confidential, proprietary
information or  trade  secrets  of Company, including, without limitation, the
following: (1) customer lists and customer information as compiled by Company,
including pricing, sale and contract terms and conditions, contract expirations,
and other compiled customer information; (2)  Company's internal practices and
procedures;  (3)  Company's  financial  condition  and  financial  results  of
operation to the extent not generally available to the public; (4) information
relating   to  Company's  strategic  planning,  sales,  financing,  insurance,
purchasing, marketing, promotion, distribution, and selling activities, whether
now  existing, or acquired, developed, or made available anytime in the future
to or by Company; (5) all information which Company has a reasonable basis to
consider confidential or which is treated by Company  as confidential; and (6)
any  and  all information having independent economic value to Company that is
not  generally  known  to,  and  not readily ascertainable by proper means by,
persons  who  can  obtain economic value from its disclosure or use.  Grisanti
acknowledges that such information is Company Confidential Information whether
disclosed  to  or  learned  by  Grisanti  or originated by Grisanti during his
employment  by  Company.   In  the  event  that information is not clearly and
obviously  publicly  available,  all  information  about  Company and shall be
presumed to be confidential.

(d)     "Termination"  shall  mean  termination  of Grisanti's employment with
Company  pursuant to any of Sections 18 to 22 hereof.  

     2.       Term of Agreement.  This Agreement will be deemed to commence as
of  June 15, 1997 and shall continue until the date that is two (2) years from
the  date  hereof,  subject  to the other provisions hereof ("Term").  Neither
party has any obligation to extend this Agreement beyond its Term.  If a party
does  not  intend  to  extend  this Agreement beyond its Term, then said party
shall  notify  the other of its intention not to extend by delivery of written
notice  of  its intention not to extend the Term by delivery of written notice
thereof  twelve  (12) months or more prior to the expiration date.  If neither
party gives written notice of its intention not to extend this Agreement, then
this  Agreement shall automatically extended for one additional year each June
15  and  the  Term  shall  continue on a year-to-year basis but subject to the
other  provisions,  including  termination  by  either  party,  hereof.

     3.       Position with Company.  During the Term, Grisanti shall serve as
Executive  Vice  President  of  Operations  of  UDC  and shall hold such other
positions,  responsibilities, duties and authorities as the board of directors
or  officers  of  Company (collectively or singly, "Board") shall from time to
time  direct.   Grisanti shall devote his full time to the affairs of Company,
and  shall faithfully and diligently perform all duties commensurate with such
position,  including, without limitation, those duties reasonably requested by
the  Board.

    Grisanti shall be subject to and comply with all of Company's policies and
procedures,  and  shall  comply  with  all  applicable  laws  and  the highest
standards  of  ethics.

     4.     Salary.  Grisanti shall be entitled to receive an annual salary in
the  amount  of  $170,000,  payable  in  equal installments in accordance with
Company's  general  salary  payment  policies  in  effect  during  the  Term
("Salary").

     5.     Vehicle  Allowance.  Grisanti  shall  receive  a  monthly  vehicle
allowance  in  the  amount  of $500 per month payable in equal installments in
accordance with Company's general payment policy for allowances of this nature
for  the  period  Grisanti  is actually employed by Company (i.e., not for any
period  of  time  after  Grisanti's effective termination date of employment).

     6.     Option.  Company shall grant Grisanti a non-qualified stock option
to acquire 100,000 shares of UDC's common stock, par value $.001 per share, in
accordance with the stock option agreement attached hereto as Exhibit A.  Such
option shall be granted pursuant to UDC's Long-Term Incentive Plan ("Plan"), a
copy of which is attached hereto as Exhibit B.  The option shall be granted by
the  Compensation  Committee  of  the  Board  at  its next regularly scheduled
meeting to be held within the next 60 days and shall be granted at the closing
market  price  on  the  day  before  the  meeting.

     7.       Moving Expense.  Company shall pay for or reimburse Grisanti for
all  reasonable  and necessary actual expenses of moving the Grisanti personal
residence  from  California  to  the Phoenix, Arizona area; provided, however,
that  said  moving  expenses  shall  not  exceed  $16,000.

     8.     Purchase of California Personal Residence.  Company shall purchase
Grisanti's  existing  personal  residence located in California ("Residence"),
including  the  real  property  and  all fixtures and improvements thereon and
appurtenances incident thereto.  The full purchase price paid by Company shall
equal  Grisanti's  "Basis"  in  the  Residence.   "Basis" as used herein means
Grisanti's  original  cost  of  purchasing the Residence, plus the cost of any
capital  improvements hereto (provided any such improvement is evidenced by an
invoice or other appropriate supporting documentation).  At close of escrow on
the  Residence,  Grisanti shall be paid the full purchase price by Company and
Company  shall pay all costs of the sale, excluding any brokerage commissions.
The  close of escrow shall occur on or before August 1, 1997, or on such later
date  mutually  agreed to between the parties.  Company and Grisanti agree and
acknowledge  that Company plans to resell the Residence after it purchases the
Residence  from Grisanti.  The parties further agree and acknowledge that upon
the   purchase  of  the  Residence  by  Company,  all  rights,  interests  and
obligations  associated  with  the  Residence  shall be with Company, free and
clear  of  all  liens.    These  rights, interests and obligations of Company,
include without limitation, the right of Company to resell the Residence for a
gain  or  a  loss.    Company  and  Grisanti agree that upon the resale of the
Residence  in  no  event  shall Grisanti have any (1) right or interest in any
gain  or  (2)  obligation  as  to  any  loss.

     9.     Benefit Plans.  Except as stated in this Section 9, Grisanti shall
be  afforded  the  benefits  identified  in  the Schedule of Benefits attached
hereto  as  Exhibit  C  (which shall be a summary of benefits only, the actual
benefits  so  summarized  to  be  as  stated  in  the relevant Company benefit
handbook,  documents,  etc.) and shall be entitled to participate in the Plan.
Commencing  on  July 1, 1997, Grisanti shall be insured by and included in the
group  medical  benefit  plan,  and  the  group  life  and  accidental death &
dismemberment  benefits  policy  maintained by Company for its employees.  All
insurance  benefits shall be provided under the terms and conditions stated in
the  policies  therefor  and  all  deductibles,  co-payments and other charges
payable  by  the insured thereunder shall be paid by Grisanti.  Nothing herein
shall  restrict  Company's  ability to terminate or modify any benefit plan or
arrangement.

     10.        Expenses.  Company shall pay for or reimburse Grisanti for all
ordinary  and  necessary  business  expenses  incurred  or paid by Grisanti in
furtherance  of  Company's  Businesses,  subject  to  and  in  accordance with
Company's  policies  and procedures of general application in effect from time
to  time.

     11.        Covenants  of  Employee.  Grisanti hereby covenants and agrees
that,  during  the  term of this Agreement and for a period of three (3) years
after  the  termination  of  Grisanti's employment with Company, Grisanti will
not:

     (a)         Engage, directly or indirectly, either as principal, partner,
joint  venturer,  consultant,  agent,  or  proprietor  or  in any other manner
participate  in  the  ownership  (excluding  ownership  of less than 3% of the
outstanding capital stock of any publicly-held entity), management, operation,
or  control  of  any  person,  firm,  partnership,  limited liability company,
corporation,  or  other  entity  which  engages in the business of selling any
products  or  services,  which are competitive with those products or services
offered  or sold by Company within any state in which Company does business at
the  point  and  time  of  Grisanti's  termination  from Company.  The parties
acknowledge  that  Company's  business  is  sub-prime financing and collection
activities  related  to used vehicles.  Company acknowledges that this Section
11 does not prohibit or restrict Grisanti from working in:  (1) other types of
businesses after his termination from Company (other types of businesses other
than  the  sub-prime  financing  and  collection  businesses  related  to used
vehicles, (e.g., the mortgage business, securities activities, collection work
in  the  manufacturing  industry,  etc.)); or (2) any other states that at the
time  of  Grisanti's  termination  Company  is  not  doing  business.

     (b)       Directly or indirectly solicit for employment any person who is
an  employee of Company or any successor of Company, or directly or indirectly
solicit  for  employment any person who, as of the date hereof, is an employee
of  Company  or  who thereafter becomes an employee of Company, unless Company
first  terminates the employment of such employee or Company gives its written
consent  to  such  employment  or  offer  of  employment.

     (c)      Call on or directly or indirectly solicit or divert or take away
from Company (including, without limitation, by divulging to any competitor or
potential  competitor  of  Company)  any  person,  firm, corporation, or other
entity  who  is or was a Company Client or whose identity is known to Grisanti
as  one  whom  Company  intends  to  solicit.

     12.      Confidentiality and Nondisclosure.  It is understood that in the
course  of Grisanti's employment with Company, Grisanti will become acquainted
with  Company  Confidential  Information.    Grisanti  recognizes that Company
Confidential  Information  has been developed or acquired at great expense, is
proprietary  to  Company,  and  is  and shall remain the exclusive property of
Company.   Accordingly, Grisanti hereby covenants and agrees that he will not,
without  the  express written consent of Company, during Grisanti's employment
with  Company  and  thereafter,  disclose to others, copy, make any use of, or
remove from Company's premises any Company Confidential Information, except as
Grisanti's  duties  for  Company  may  specifically  require.

     13.     Acknowledgment;  Relief  for  Violation.   Grisanti hereby agrees
that the period of time provided for in Sections 11 and 12 and the territorial
restrictions  and  other  provisions  and  restrictions  set forth therein are
reasonable  and necessary to protect Company and its successors and assigns in
the  use  and employment of the goodwill of the business conducted by Company.
Grisanti  further  agrees  that  damages cannot adequately or fully compensate
Company  in  the  event  of a violation of Section 11 or 12, and that, if such
violation   should  occur,  injunctive  relief  shall  be  essential  for  the
protection  of  Company and its successors and assigns.  Accordingly, Grisanti
hereby  covenants  and  agrees  that,  in  the  event any of the provisions of
Sections 11 and 12 shall be violated or breached, Company shall be entitled to
obtain  injunctive  relief against Grisanti, without bond but upon due notice,
in  addition  to such further or other relief as may be available at equity or
law.    Obtainment of such an injunction by Company shall not be considered an
election  of  remedies  or  a waiver of any right to assert any other remedies
which  Company  has at law or in equity.  No waiver of any breach or violation
hereof  shall be implied from forbearance or failure by Company to take action
thereon.

     14.     Extension  During  Breach.   Grisanti agrees that the time period
described  in  Sections  11 and 12 shall be extended for a period equal to the
duration  of  any  breach  of  this  Agreement  by  Grisanti.

     15.     No  Conflicts  of  Interest.

     (a)     During the period of Grisanti's employment with Company, Grisanti
will  not  engage  in  the  same  or a similar line of business as Company, or
directly or indirectly, serve, advise, or be employed by any individual, firm,
partnership,  association, corporation, or other entity engaged in the same or
similar  line  of  business.

     (b)  Grisanti  is  not  a promoter, director, employee, or officer of, or
consultant  to,  nor  will  Grisanti become a promoter, director, employee, or
officer  of, or consultant to, another company or other type of entity engaged
in  the  same  business  while employed by Company without first obtaining the
prior  written  approval of Company.  Grisanti disclaims any such relationship
or  position  with  any  such  business.  Should  Grisanti  become a promoter,
director,  employee,  or  officer of, or a consultant to, a business organized
for  profit  upon  obtaining such prior written approval, Grisanti understands
that  Grisanti  has  a continuing obligation to advise Company at such time of
any  activity  of Company or such other business that presents Grisanti with a
conflict  of  interest  as  an  employee  of  Company.

     (c)    Should  any  matter  of  dealing in which Grisanti is involved, or
hereafter  becomes  involved,  on his own behalf or as an employee of Company,
appear  to  present  a  possible conflict of interest under any Company policy
then  in  effect, Grisanti will promptly disclose the facts to Company's Chief
Executive  Officer  or  President  so  that  a determination can be made as to
whether a conflict of interest does exist.  Grisanti will take whatever action
is  requested of Grisanti by Company to resolve any conflict which it finds to
exist.

     16.     Return of Company Materials and Company Confidential Information.
Upon Termination, Grisanti shall promptly deliver to Company the originals and
all  copies  of  any  and  all  materials, documents, notes, manuals, or lists
(whether  in  hard  copy  or electronic or other form) containing or embodying
Company  Confidential  Information  or  relating directly or indirectly to the
business  of  Company  in  the  possession  or  control  of  Grisanti.

     17.     No  Agreement  With  Others.   Grisanti represents, warrants, and
agrees  that Grisanti is not a party to any agreement with any other person or
business  entity,  including  former  employers,  that  in  any  way  affects
Grisanti's employment by Company or relates to the same subject matter of this
Agreement or conflicts with his obligations under this Agreement, or restricts
Grisanti's  services  to  Company.

     18.     Termination  for Cause.  Either Company's Chief Executive Officer
or  President shall have the right to terminate Grisanti for "Cause."  "Cause"
as  used  herein  means  the  occurrence  of  any  of the following events, as
determined  by the Board or Company's Chief Executive Officer or President, in
its  or  his  reasonable  discretion:

     (a)     Grisanti  engages  in  gross  misconduct  or  otherwise materially
breaches  this  Agreement;

     (b)     Grisanti fails to perform his duties, fails to follow any lawful
direction  of the Board, or Company's Chief Executive Officer or President, or
violates  any  lawful  rule  or regulation established by Company from time to
time  regarding  the  conduct  of  its  business;

     (c)     Grisanti   knowingly   violates   any   law,   rule or regulation
applicable  to  the  business  of  Company;

     (d)     Grisanti is charged with or convicted of committing any felony or
any  crime  involving  moral turpitude, or engages in conduct involving fraud,
dishonesty,  embezzlement,  theft,  or  engages  in  other  conduct  that  is
detrimental to Company or that could reasonably be expected to have an adverse
impact  on  the standing or reputation of Grisanti, Company or the Businesses;
or

     (e)     Grisanti   breached   any   material   representation,  warranty,
covenant,  or  agreement  in  this  Agreement.

     Upon  a termination for Cause, Grisanti shall be entitled to receive only
such  compensation  and  benefits  as  are  due Grisanti through the effective
date of such  termination.

     19.     Termination  Upon  Voluntary  Resignation.  In the event Grisanti
voluntarily resigns his employment with Company, Grisanti shall be entitled to
receive  only  such  compensation and benefits as are due Grisanti through the
effective  date  of  such  resignation.

     20.     Termination  Upon  Death of Grisanti.  If during the term of this
Agreement Grisanti dies, then this Agreement shall terminate and Company shall
pay  to  the  estate of Grisanti only the compensation and benefits (including
any  life  insurance  benefits  provided  to Grisanti's estate under Company's
standard  policies  as  in effect) due Grisanti through the date of his death.

     21.     Termination  Upon  Disability of Grisanti.  If during the term of
this Agreement Grisanti is unable to perform the services required of Grisanti
pursuant  to  this  Agreement, with or without reasonable accommodation, for a
continuous  period of thirty (30) days due to "Disability" (as defined below),
then  Company  shall  have the right to terminate this Agreement at the end of
such thirty (30) day period by giving at least ten (10) days written notice to
Grisanti.    Grisanti  shall be entitled to receive only such compensation and
benefits  as  are due Grisanti through the effective date of such termination.
Grisanti shall be deemed to have a "Disability" for purposes of this Agreement
if  Grisanti  has  any  illness  or  other  physical or mental condition which
renders  him  incapable  of  performing  his  customary  and  usual duties for
Company,  or  any  medically  determinable illness or other physical or mental
condition  resulting from a bodily injury, disease or mental disorder which in
the  judgment  of  the Board is permanent and continuous in nature.  The Board
may  require such medical or other evidence as it deems necessary to judge the
nature  and  permanency  of  Grisanti's  condition.

     22.     Termination  by  Company Other than for Cause, Death, Disability,
or  Voluntary Resignation.  At any time after one (1) year Company, shall have
the  right  to  terminate  Grisanti's  employment other than for Cause, death,
disability,  or  voluntary  resignation  upon  thirty  (30) days prior written
notice to Grisanti.  In the event Company elects to terminate Grisanti for any
reason  other  than  for Cause, death, disability, or voluntary resignation of
Grisanti, Grisanti shall be entitled to receive, as severance, an amount equal
to  Grisanti's  Salary  for  twelve (12) months after termination of Grisanti,
payable  in  equal  installments  in  accordance with Company's general salary
payment  policies,  plus  medical insurance/coverage under COBRA or otherwise.
The  continuation of the Salary plus medical coverage for a limited time after
termination  of Grisanti pursuant to this Section shall constitute a severance
or  termination  fee  ("Termination Fee") and shall be the exclusive remedy of
Grisanti  in  connection  with his termination of employment with Company.  In
the  event  of  termination of Grisanti under this Section, Grisanti shall not
receive  nor  be entitled to any additional compensation, bonus, or other form
of  employee  benefits  from  and  after  Grisanti's  termination  date.

     23.     Arbitration. Other than a breach or threatened breach of Sections
11 or 12 hereof, any dispute, controversy, or claim, whether contractual or non-
contractual,  between the parties hereto arising directly or indirectly out of
or connected with Grisanti's employment by Company, this Agreement, or relating
to the breach or alleged breach of any representation, warranty, agreement, or
covenant  under this Agreement, unless mutually settled by the parties hereto,
shall  be  resolved  by  binding arbitration in accordance with the Commercial
Arbitration  Rules  of  the  American  Arbitration  Association  ("AAA").  Any
arbitration shall be conducted by arbitrators approved by the AAA and mutually
acceptable to Company and Grisanti. All such disputes, controversies, or claims
shall  be  conducted  by a single arbitrator, unless the dispute involves more
than $50,000 in the aggregate in which case the arbitration shall be conducted
by  a panel of three arbitrators. If the parties hereto are unable to agree on
the arbitrator(s), then the AAA shall select the arbitrator(s). The resolution
of  the  dispute  by the arbitrator(s) shall be final, binding, nonappealable,
and  fully  enforceable by a court of competent jurisdiction under the Federal
Arbitration  Act.   The  arbitrator(s) shall award compensatory damages to the
prevailing party. Except as otherwise required by law, the arbitrator(s) shall
have no authority to award consequential or punitive or statutory damages, and
the  parties  hereby  waive  any  claim to those damages to the fullest extent
allowed  by  law.  The arbitration award shall be in writing and shall include
a  statement  of  the reasons for the award.  The arbitration shall be held in
Phoenix, Arizona.   The  arbitrator(s)  shall award reasonable attorneys' fees
and costs to the prevailing  party.

     24.      Severability;  Reformation.   In  the event any court or arbiter
determines  that  any  of  the restrictive covenants in this Agreement, or any
part  thereof,  is  or  are  invalid  or  unenforceable,  the remainder of the
restrictive  covenants  shall  not thereby be affected and shall be given full
effect,  without regard to invalid portions.  If any of the provisions of this
Agreement  should  ever  be  deemed  to  exceed  the  temporal, geographic, or
occupational  limitations permitted by applicable laws, those provisions shall
be   and   are  hereby  reformed  to  the  maximum  temporal,  geographic,  or
occupational  limitations permitted by law.  In the event any court or arbiter
refuses  to  reform this Agreement as provided above, the parties hereto agree
to  modify  the  provisions  held to be unenforceable to preserve each party's
anticipated  benefits  thereunder.

     25.     Notices.  All notices and other communications hereunder shall be
in  writing  and  shall  be  sufficiently  given  if made by hand delivery, by
telecopier,  or  by  registered  or certified mail (postage prepaid and return
receipt requested) to the parties at the following addresses (or at such other
address  for  a  party  as  shall  be  specified  by  it  by  like  notice):

<TABLE><CAPTION>
<S>              <C>
If to Company:   Duck Ventures, Inc.
                 c/o -- Ugly Duckling Corporation
                 2525 East Camelback Road, Suite 1150
                 Phoenix, Arizona 85016
                 Phone: (602) 852-6600
                 FAX: (602) 852-6656
                 Attn: Steven P. Johnson, Esq.

With a copy to:  Snell & Wilmer L.L.P.
                 One Arizona Center
                 Phoenix, Arizona 85004-0001
                 Phone: (602) 382-6252
                 FAX:  (602) 382-6070
                 Attn:  Steven D. Pidgeon, Esq.

<PAGE>
If to Grisanti:  Mr. Russell Grisanti
                 28931 Glen Ridge
                 Mission Viejo, CA 92692
                 Phone:  (714) 588-7470
                 FAX:  (714) 837-9844
</TABLE>


     All  such  notices  and other communications shall be deemed to have been
duly  given:   when delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if delivered by mail;
and  when  receipt  is  acknowledged,  if  telecopied.

     26.     Counterparts.  This  Agreement  may  be executed in any number of
counterparts,  and  each  counterpart shall constitute an original instrument,
but  all  such  separate  counterparts  shall  constitute  one  and  the  same
agreement.

     27.     Governing Law.  The validity, construction, and enforceability of
this  Agreement  shall be governed in all respects by the laws of the State of
Arizona,  without  regard to its conflict of laws rules.  All judicial actions
relating  to  this  Agreement  shall  be  prosecuted in the Superior Courts of
Arizona  as  the  court  of  exclusive  jurisdiction and venue and the parties
hereby  submit  themselves  to  the  personal  jurisdiction  of  said  court.

     28.     Assignment.  This Agreement shall not be assigned by operation of
law  or  otherwise,  except  that Company may assign all or any portion of its
rights  under  this  Agreement  to  any  wholly-owned  subsidiary  or  other
wholly-owned  entity,  but  no  such  assignment  shall relieve Company of its
obligations hereunder, and that this Agreement may be assigned by operation of
law  to  any corporation or entity with or into which Company may be merged or
consolidated  or  to  which  Company transfers all or substantially all of its
assets,  if  such  corporation  or  entity  assumes  this  Agreement  and  all
obligations  and  undertakings  of  Company  hereunder.

     29.     Further Assurances.  At any time on or after the date hereof, the
parties  hereto  shall  each  perform  such  acts,  execute  and  deliver such
instruments,  assignments,  endorsements  and  other documents and do all such
other  things consistent with the terms of this Agreement as may be reasonably
necessary  to  accomplish  the  transaction  contemplated in this Agreement or
otherwise  carry  out  the  purpose  of  this  Agreement.

     30.      Gender, Number and Headings.  The masculine, feminine, or neuter
pronouns  used  herein  shall be interpreted without regard to gender, and the
use  of  the  singular or plural shall be deemed to include the other whenever
the  context  so  requires.

     31.      Waiver  of  Provisions.  The  terms, covenants, representations,
warranties,  and  conditions of this Agreement may be waived only by a written
instrument executed by the party waiving compliance.  The failure of any party
at  any  time  to  require  performance  of any provisions hereof shall, in no
manner,  affect  the  right at a later date to enforce the same.  No waiver by
any  party  of  any  condition,  or  breach  of any provision, term, covenant,
representation, or warranty contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or construed as
a  further  or continuing waiver of any such condition or of the breach of any
other  provision,  term,  covenant,  representation,  or  warranty  of  this
Agreement.


     32.     Attorneys' Fees and Costs. If any legal action or any arbitration
or  other  proceeding  is  brought  for  the enforcement of this Agreement, or
because  of  an  alleged  dispute,  breach,  default,  or misrepresentation in
connection  with  any  of  the provisions of this Agreement, the successful or
prevailing party or parties shall be entitled to recover reasonable attorneys'
fees,  accounting fees, and other costs incurred in that action or proceeding,
in addition to any other relief to which it or they may be entitled.

     33.     Section and Paragraph Headings.  The Article and Section headings
in  this Agreement are for reference purposes only and shall not affect in any
way  the  meaning  or  interpretation  of  this  Agreement.

     34.     Amendment.  This Agreement may be amended only by an instrument
in  writing  executed  by  all  parties  hereto.

     35.     Expenses.  Except  as  otherwise  expressly provided herein, each
party  shall  bear  its  own  expenses  incident  to  this  Agreement  and the
transactions  contemplated  hereby,  including without limitation, all fees of
counsel,  consultants,  and  accountants.

     36.      Entire Agreement.  This  Agreement  constitutes and embodies the
full  and  complete  understanding  and  agreement  of the parties hereto with
respect  to the subject matter hereof, and supersedes all prior understandings
or  agreements,  whether  oral  or  in  writing.

     37.     Withholding.  Grisanti acknowledges and agrees that payments made
to  Grisanti by Company pursuant to the terms of this Agreement may be subject
to tax withholding and that Company may withhold against payments due Grisanti
any  such amounts as well as any other amounts payable by Grisanti to Company.

     38.    Release. Receipt of any of the benefits to be provided to Grisanti
under  this Agreement following termination of Grisanti's employment hereunder
shall  be  subject  to  Grisanti's  compliance  with any reasonable and lawful
policies or procedures of Company relating to employee severance including the
execution  and  delivery  by  Grisanti of a release reasonably satisfactory to
Company  of  any  and all claims that Grisanti may have against Company or any
related  person, except for the continuing obligations provided herein, and an
agreement  that  Grisanti  shall  not  disparage  Company.

     39.    Negotiations  and  Integration.   The terms and provisions of this
Agreement  represent  the results of negotiations between the parties, neither
of  which  have  acted  under duress or compulsion, whether legal, economic or
otherwise.    This Agreement is entered into after full investigation, neither
party  relying  upon  any  statements or representations made by the other not
embodied  in  this  Agreement.    Except  for  the specific terms, conditions,
covenants  and agreements found herein, the terms and conditions of Grisanti's
employment  and  related  relationship with Company shall be the same as those
generally  applicable  to  all  employees  of Company who do not have separate
employment  agreements  with  Company.

     40.     Indemnification.   Grisanti  shall  indemnify  and  hold harmless
Company  and  its  officers,  directors  and  shareholders for and against any
liability,  loss  or  damage incurred by Company or its officers, directors or
shareholders  as  a  result  of  Grisanti's  breach  of  or default under this
Agreement.  Company shall indemnify and hold harmless Grisanti for and against
any  liability,  loss or damage incurred by Grisanti as a result of Company's,
breach  of  or  default  under  this  Agreement.


<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement or
caused this Agreement to be duly executed on their respective behalf, by their
respective  officers  thereunto  duly  authorized,  all as of the day and year
first  above  written.

<TABLE>
<CAPTION>
<S>    <C>
EMPLOYEE

By:    /s/ Russell Grisanti
Name:      Russell Grisanti 
Its:       Employee




DUCK VENTURES, INC.

By:   /s/Ernest Garcia II
Name:    Ernest Garcia II
Its:     Director




UGLY DUCKLING CORPORATION
(In approval of Sections 3 and 6, only)

By:   /s/Ernest Garcia II
Name:    Ernest Garcia II
Its:     CEO
</TABLE>

                      [Exhibits to this Agreement not included]






















[dv.pm.grisanti.doc]