EXHIBIT 10.1


   Amendment No. 5 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 Texas, L.L.P. ("Car Sales Texas"),
an Arizona limited  liability  partnership;  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 (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,  and  Amendment  No. 4 with
effective  date of June  30,  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 amend the  Agreement on 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
amended as follows:

(a)    Deletion of Borrower,  Ugly Duckling Car Sales Texas, L.L.P.  Pursuant to
       the  execution  of that certain  Articles of Merger of Ugly  Duckling Car
       Sales Texas, L.L.P., an Arizona limited liability partnership,  into Ugly


<PAGE>


       Duckling Car Sales Inc., an Arizona  corporation,  Car Sales Texas 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 Texas. As a result of the merger and the
       assumption  of the  obligations,  Borrower and Lender agree to delete Car
       Sales Texas as a Borrower under the Agreement.


        (b) Loan Facilities.  Section 2.1 (C) of the Agreement,  Dealer Contract
        Facility,  is amended by deleting the third and fourth  sentences of the
        section and replacing them with the following:

           "The term of the Dealer  Contract  Facility shall commence on January
           15,  1999 and  shall  expire  on  February  15,  2000.  Borrower  may
           terminate the Dealer Contract  Facility at any time prior to February
           15,  2000 by  Borrower's  delivery  to  Lender of  written  notice of
           termination  of the  Dealer  Contract  Facility  and  payment  of all
           amounts outstanding under the Dealer Contract Facility."

        (c)  Loan  Facilities.  The  last  sentence  in  Section  2.1 (C) of the
        Agreement,  Dealer  Contract  Facility,  is amended by deleting the word
        "effect" and replacing it with the word "affect".

        (d) Dealer Contract  Facility Fee and Termination Fee. Section 2.2(D) of
       the  Agreement  is replaced in its  entirety  by the  following  Sections
       2.2(D) and 2.2(E):

           "(D) Borrower  shall pay to Lender the  Termination  Fee in the event
           that  Borrower  prepays  the Loan (other than as a result of Lender's
           acceleration  due to an Event of Default) in full prior to the end of
           the Initial Term.

           (E) On the  fifteenth day of each month  beginning in February,  1999
           and ending on the fifteenth day of June,  1999 Borrower  shall pay to
           Lender a Dealer  Contract  Facility  Fee of Twenty  Thousand  Dollars
           ($20,000). Borrower shall pay to Lender an Additional Dealer Contract
           Facility Fee of Two Hundred Fifty Thousand Dollars ($250,000),  which
           shall be assessed and paid in six (6) separate  installments.  On the
           date of execution of  Amendment  No. 5 to Amended and Restated  Motor
           Vehicle Loan and Security  Agreement,  Borrower  shall be assessed an
           initial installment of One Hundred Sixty Thousand Dollars ($160,000).
           On the  fifteenth  day of each month  beginning  September,  1999 and
           continuing during the term of the Dealer Contract Facility,  Borrower
           shall pay to  Lender  (or be  assessed  with) an  installment  of the
           Additional  Dealer Contract Facility Fee of Eighteen Thousand Dollars
           ($18,000)  per month.  If,  however,  on or before  October  15, 1999
           Borrower  prepays in full all  amounts  outstanding  under the Dealer
           Contract Facility,  the Additional Dealer Contract Facility Fee shall
           be reduced to a total of One Hundred Thousand Dollars ($100,000), and
           all amounts assessed as the Additional  Dealer Contract  Facility Fee
           by the Lender in excess of One Hundred  Thousand  Dollars  ($100,000)
           shall  be  applied  to  reduce  the  balance  outstanding  under  the
           Installment Contract Facility."

        (e) Payments by Borrower.  Section 4.0, Payments by Borrower, is amended
        by adding a new Section (H), as follows:

             "(H) On November 16, 1999  Borrower  shall pay to Lender the amount
             by which the Dealer Contract  Facility  exceeds Ten Million Dollars
             ($10,000,000.00).  On January 16, 2000 Borrower shall pay to Lender
             the  amount by which the  Dealer  Contract  Facility  exceeds  Five


<PAGE>

             Million  Dollars  ($5,000,000.00).  On February  15, 2000  Borrower
             shall pay to Lender  the entire  outstanding  balance of the Dealer
             Contract Facility."

       (f) Additional  Contract Facility Fee. The following  definition is added
to Section 16.0 of the Agreement:

           Additional Contract Facility Fee:the fee specified in Section 2.2(E).

       (g) Dealer  Contract  Advance Value:  The following  definition of Dealer
       Contract Advance Value is amended in its entirety to read:

             "Dealer  Contract  Advance Value: the lesser of (i) Fifteen Million
             Dollars  ($15,000,000)  through  November  15,  1999,  Ten  Million
             Dollars  ($10,000,000.00),  from November 16, 1999 through  January
             15, 2000,  Five Million Dollars  ($5,000,000.00),  from January 16,
             2000 through February 15, 2000, and Zero Dollars ($0), on and after
             February 16, 2000 and (ii) fifty percent of Cygnet  Borrower's  net
             investment in Eligible  Dealer  Contracts.  For the purpose of this
             definition, (i) Cygnet Borrower's net investment in Eligible Dealer
             Contracts  is  equal  to  the  gross  finance  receivable  for  the
             underlying   installment   contracts  minus  the  sum  of  unearned
             interest,  Cygnet Borrower discounts and refundable  reserves,  and
             (ii) Cygnet  Borrower's net investment in Eligible Dealer Contracts
             shall not include the balances  outstanding under a Dealer Contract
             with respect to motor vehicle installment  contracts which are more
             than 45 days past due or which are not included by Cygnet  Borrower
             in the active outstandings under the Dealer Contract. "


      (h)  Debtor In  Possession  Loan.  The  following  definition  is added to
Section 16.0 of the Agreement:

            "DIP Loan":  An Eleven  Million  Dollar  ($11,000,000.00)  revolving
            credit facility loan which Ugly Duckling,  as lender, has with First
            Merchants  Acceptance  Corporation  ("FMAC"),  as borrower,  under a
            certain  Credit and  Security  Agreement  dated July 17,  1997,  and
            amendment 1 dated January 21, 1998, amendment 2 dated April 1, 1998,
            amendment 3 dated July 29, 1999 and any subsequent amendments."

(i) Contract  Payments.  Section 4.1 of the Agreement is amended in its entirety
to read:

            " Contract Payments.

            (A) Account  Debtor  Payments.  Borrower  shall  direct all Contract
            Debtors  for Pledged  Contracts,  and all other  Persons  (including
            Contract  Rights  Payors) who make payments to Borrower  relating to
            Pledged  Contracts,  to make,  when  paying  by mail,  all  payments
            directly to the Post Office Box. In the event Borrower  receives any
            Remittances,  Borrower  shall, as soon as possible but no later than
            two (2) Business Days following receipt,  deposit the Remittances in
            kind in the Depository  Account.  Borrower shall hold Remittances in
            trust  for  Lender  until  delivery  to  Lender  or  deposit  in the
            Depository Account.  Borrower shall pay all expenses associated with
            the Post Office Box.

            (B) DIP Loan Payments. Whenever the amount outstanding under the DIP
            Loan is less than fifty percent (50%) of the Dealer Contract Advance


<PAGE>

            Value,  then Lender may,  and  Borrower  shall at Lender's  request,
            notify FMAC to remit to Lender all  payments  due to Borrower  under
            the DIP Loan."

(j)Additional Acts:Section 6.2 of the Agreement is amended to add the following:

            "Within ten (10) Business Days from the execution of Amendment No. 5
            to Amended and Restated  Motor Vehicle Loan and Security  Agreement,
            Borrower shall provide Lender with all documents  required by Lender
            in connection with the perfection of Lender's  security  interest in
            the DIP Loan."

     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.

         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 August 16, 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,                              UGLY DUCKLING CREDIT CORPORATION

By: /S/ JON D. EHLINGER                                       By:   /S/ JON D. EHLINGER
Title:  Secretary                                             Title: Secretary

UGLY DUCKLING CAR SALES TEXAS,                                UGLY DUCKLING CAR SALES
L.L.P.                                                        CALIFORNIA, INC.
By: Ugly Duckling Car Sales, Inc.
Its:  General Partner                                         By:  /S/ JON D. EHLINGER
                                                              Title:  Secretary
By: /S/ JON D. EHLINGER
Title: Secretary                                              UGLY DUCKLING CAR SALES GEORGIA, INC.
                                                              By:  /S/ JON D. EHLINGER
                                                              Title:  Secretary

CYGNET FINANCIAL CORPORATION                                  CYGNET DEALER FINANCE, INC.
By: /S/ JUDITH A. BOYLE                                       By: /S/ JUDITH A. BOYLE
Title: Secretary                                              Title: Secretary

CYGNET FINANCE ALABAMA, INC.                                  CYGNET SUPPORT SERVICES, INC.

By: /S/ JUDITH A. BOYLE                                       By: /S/ JUDITH A. BOYLE
Title: Secretary                                              Title: Secretary

CYGNET FINANCIAL SERVICES, INC.                               CYGNET FINANCIAL PORTFOILIO, INC.

By: /S/ JUDITH A. BOYLE                                       By: /S/ JUDITH A. BOYLE
Title: Secretary                                              Title: Secretary

</TABLE>