AMENDED AND RESTATED MOTOR VEHICLE INSTALLMENT CONTRACT
                            LOAN AND SECURITY AGREEMENT

     This Amended and Restated Loan and Security Agreement ("Agreement") is
entered into by and between Ugly Duckling Corporation successor in interest to
Ugly Duckling Holdings, Inc. ("Ugly Duckling") a Delaware corporation, Duck
Ventures, Inc. ("Ventures"), Champion Acceptance Corporation ("CAC")formerly
known as Ugly Duckling Credit Corporation , Ugly Duckling Car Sales, Inc.
("Sales"), and Champion Financial Services, Inc. ("Champion"), all Arizona
corporations, and Ugly Duckling Car Sales Florida, Inc. ("Car Sales Florida")
a Florida corporation and Ugly Duckling Car Sales Texas, L.L.P. ("Car Sales
Texas"), an Arizona limited liability partnership, and Ugly Duckling Car Sales
New Mexico, Inc. ("Car Sales New Mexico"), a New Mexico corporation (Ugly
Duckling, Ventures, Credit, Sales, Champion, Car Sales Florida, Car Sales
Texas, and Car Sales New Mexico, collectively called (hereinafter referred to
as "Borrower"), and General Electric Capital Corporation, a New York
corporation (hereinafter referred to as "Lender").  The obligations of
Borrower to Lender under this Agreement are the joint and several liability of
each Borrower.  The maximum Borrowing Base set forth herein is an aggregate
combined total for Borrower.  In consideration of the mutual covenants and
agreements contained herein, Borrower and Lender agree as follows:

                                   RECITALS

A.     Borrower and GE Capital are parties to that certain Motor Vehicle
Installment Contract Loan and Security Agreement dated as of June 1, 1994 as
amended (the "Original Agreement") pursuant to which GE Capital made certain
loans to Borrower which loans were secured by, among other things, Borrower's
motor vehicle installment contracts;

B.     Borrower and Lender have agreed to enter into this Agreement in order
to amend and restate the Original Agreement in its entirety; and document such
other changes in the lending relationship between the parties as have occurred
since the Original Agreement.

C.     It is the intent of Borrower and Lender that the execution and delivery
of this amendment and restatement of the Original Agreement shall not
effectuate a novation of the indebtedness outstanding under the Original
Agreement, but rather as it pertains to the indebtedness outstanding under the
Original Agreement, shall constitute a substitution of certain of the terms
governing the payment and performance of such indebtedness.

                           ARTICLE I. - DEFINITIONS.

     Section 1.0  DEFINITIONS.  Capitalized terms used in this Agreement shall
have  the  meanings given to such terms in Section 16 of this Agreement.  When
such  defined  terms are used in this Agreement in the plural, the terms shall
have the plural of such meanings.  All other terms contained in this Agreement
shall,  unless the context indicates otherwise, have the meanings provided for
by  the  UCC  to  the  extent  the  same  are  defined  therein.

                       ARTICLE II. - LOAN: GENERAL TERMS

     Section  2.0. REVOLVING CREDIT; LOAN AMOUNT.  Subject to all of the terms
and  conditions  of  this  Agreement,  Lender agrees to loan funds to Borrower
against  Eligible  Contracts  from time to time in a series of Advances during
<PAGE>43
the term of this Agreement.  Funds may be borrowed, repaid and reborrowed on a
revolving  basis  subject  to  the  terms  and  conditions  set  forth in this
Agreement,  provided  that the Loan shall not at any time exceed the Borrowing
Base.    Borrower's obligation to pay the Loan is evidenced by this Agreement.
Borrower  shall  pay  Lender  when  due all Obligations in accordance with the
terms  of  this  Agreement  whether  or not Borrower has executed a promissory
note.    The actual amount Borrower is obligated to pay Lender hereunder shall
be  determined  by this Agreement and the records of Lender, regardless of the
terms of any promissory note.  Any promissory note executed in connection with
the  Indebtedness  need  not  be  amended  to  reflect  changes  made  to this
Agreement.

     Section  2.1.  SINGLE  LOAN.    All  Advances by Lender to Borrower shall
constitute one loan and all indebtedness and obligations of Borrower to Lender
under  the  Loan  Documents shall constitute an obligation secured by Lender's
security  interest  in  all  of  the  Collateral.

     Section  2.2.  GENERAL INTEREST RATE AND FEES.  (A) Except as modified by
Sections  2.4  and  15.1,  the  average  daily  balance of the Loan shall bear
interest, calculated daily on the basis of a 365-day year, at a per annum rate
equal  to  Three  Hundred  Fifteen  (315)  basis  points  plus the LIBOR Rate.

          (B) Borrower shall pay to Lender the Line Fee on the date hereof and
each  anniversary  thereof.

          (C) Borrower shall pay to Lender the Underutilization Fee within ten
(10)  days after the end of an Accounting Period for which an Underutilization
Fee  is  due.

     Section  2.3. LOAN TERM; RIGHT TO TERMINATE.  Unless sooner terminated as
hereinafter  provided, this Agreement shall terminate on December 31, 1998 and
may  be  renewed  by  agreement  of the parties for one additional year.  Both
Lender  and  Borrower have the right to terminate this Agreement as of the end
of  the term hereof upon at least ninety (90) days prior written notice to the
other.    If an Event of Default has occurred, Lender may without prior notice
to  Borrower,  immediately  terminate this Agreement.  A prepayment in full of
the  Loan  shall  be  a  termination  of  this  Agreement.    Notwithstanding
termination of this Agreement in any manner, the Indebtedness shall be payable
in  accordance  with  this  Agreement,  and all rights and remedies granted to
Lender  hereunder  or  pursuant  to  applicable  law  shall continue until all
obligations  of  Borrower  to  Lender  have  been  fully  paid  and performed.

     Section  2.4.  MAXIMUM  LAWFUL  RATE.

          (A)    INTEREST  RATE.    Notwithstanding  any  provision  in  this
Agreement, or in any other document, if at any time before the payment in full
of  the Indebtedness, any of the rates of interest specified in this Agreement
(the  "Stated  Rates")  exceeds the highest rate of interest permissible under
any  law  which  a  court  of  competent  jurisdiction  shall,  in  a  final
determination,  deem  applicable  hereto  (the "Maximum Lawful Rate"), then in
such  event  and  so long as the Maximum Lawful Rate would be so exceeded, the
rate  of interest payable shall be equal to the Maximum Lawful Rate; provided,
however,  that  if  at any time thereafter the Stated Rates shall be less than
the  Maximum  Lawful Rate, then, subject to (B) below, Borrower shall continue
to  pay  interest  at  the  Maximum  Lawful  Rate until such time as the total
interest  received by Lender is equal to the total interest which Lender would
have received had the Stated Rates been (but for the operation of this Section
2.4(A))  the  interest  rates  payable; thereafter, the interest rates payable
shall be the Stated Rates unless and until any of the Stated Rates shall again
<PAGE>44
exceed the Maximum Lawful Rate, in which event this Section 2.4(A) shall again
apply.    In the event interest payable hereunder is calculated at the Maximum
Lawful  Rate,  such  interest shall be calculated at a daily rate equal to the
Maximum  Lawful  Rate  divided by the number of days in the year in which such
calculation  is  made.

          (B)        AMOUNT OF INTEREST.  In no event shall the total interest
contracted  for,  charged,  received  or  owed  pursuant  to the terms of this
Agreement  exceed  the amount which Lender may lawfully receive.  In the event
that a court of competent jurisdiction, notwithstanding the provisions of this
Section  2.4,  shall  make  a  final  determination  that Lender has received,
charged,  collected,  or  contracted  for  interest hereunder in excess of the
amount which Lender could lawfully have, Lender shall, to the extent permitted
by  law,  promptly  apply such excess first to any interest due (calculated at
the  Maximum  Lawful  Rate  if  applicable)  and  not  yet  paid,  then to the
prepayment  of  principal,  and  any  excess  remaining  thereafter  and after
application  to  any  other  amounts Borrower owes Lender shall be refunded to
Borrower.  In determining whether the interest exceeds the Maximum Lawful Rate
or  the  maximum  amount  which Lender could lawfully have received, the total
amount  of  interest  shall,  to the extent allowed by law, be spread over the
term  of the Loan.  Any provisions of this Agreement regarding the time during
which  interest  accrues  on  Advances  are  only  elements of the formula for
calculating  interest on the total Loan and are not intended to cause interest
to  be  applied  to  specific  Advances  for  usury  determination  purposes.

                       ARTICLE III - LOAN DISBURSEMENTS

     Section  3.0.  LOAN  - BORROWING BASE.  Provided that there does not then
exist an Event of Default or a Pre-Default Event, and provided that Lender has
not  taken  over  all  or  some of the administration of the Contracts, Lender
shall,  upon  written  request of Borrower and subject to all of the terms and
conditions  of  this  Agreement, make Advances to Borrower pursuant to Section
3.2.

     Section  3.1.  ELIGIBLE  CONTRACTS.    Borrower  shall  from time to time
deliver  to Lender Eligible Contracts which Borrower desires to be included in
the  Borrowing  Base.   Along with the Contracts Borrower shall also deliver a
List  of  Contracts.   An Eligible Contract shall be included in the Borrowing
Base only when and for so long as, in Lender's sole determination, each of the
requirements  in  the  definition  of  Eligible  Contracts  continues  to  be
satisfied.    If  a  Contract  is determined by Lender to be, or is treated by
Lender  as,  an  Eligible  Contract,  Lender  reserves the right to change its
determination  or treatment and to remove the Contract from the Borrowing Base
if  it  later  determines  that  the  Contract  is  not or was not an Eligible
Contract.    A determination by Lender that a Contract is an Eligible Contract
is  not  a waiver by Lender of, or an admission by Lender of the truth of, any
of  Borrower's  representations  and  warranties  in  this  Agreement.

     Section  3.2.  PROCEDURE FOR BORROWING.  (A)  The first Advance shall not
exceed  the  Borrowing  Base.    Subsequent  Advances  shall  not be made more
frequently  than  daily.    Each  subsequent Advance shall not exceed the Loan
Availability  determined at Lender's election either as of the end of the most
recent  Accounting  Period  for  which Lender has received the monthly reports
required  by  Section 5.1 (C), or, as of such other date thereafter designated
by Lender.  Lender is not obligated to make an Advance if the amount available
or  requested  is less than Twenty-Five Thousand Dollars ($25,000.00).  Lender
is  not  obligated  to  make  an  Advance unless Borrower provides Lender with
sufficient  information  to  calculate the Loan Availability.  Lender's use of
the  information  provided  by  Borrower to determine the amount available for
<PAGE>45
Advances  is not an admission by Lender as to the accuracy of the information,
and  Lender  reserves  the right to verify the information and redetermine the
amount  available  for  Advances.

          (B)         Lender shall disburse each Advance requested by Borrower
within  one  (1)  Business Day after receipt of Borrower's written request for
the  Advance.    Lender  shall  disburse each Advance requested by Borrower by
means  of  a  draft,  or,  upon the request of and at the expense of Borrower,
Lender  shall  wire  transfer  the  funds  to  Borrower.

                         ARTICLE IV - LOANS:  PAYMENTS

     Section  4.0.  PAYMENTS  BY  BORROWER.   (A)  All payments by Borrower to
Lender  shall be deposited in the Depository Account; or shall be sent to such
other  location  that  Lender  notifies  Borrower  to  send  payments  to.

          (B)        Upon the effective date of termination of this Agreement,
Borrower shall pay to Lender the entire Indebtedness.  If there is an Event of
Default,  Borrower  shall  pay  the  entire  Indebtedness  on  demand  if  the
Indebtedness  is  accelerated  pursuant  to  Section  15.2.

          (C)     Interest shall accrue on the Loan daily and be paid from the
Remittances as provided in Section 4.2.  If at the end of an Accounting Period
there is more than one Business Day of accrued unpaid interest, Borrower shall
pay  the more-than- one-day accrued interest to Lender within one (1) Business
Day  after  the  end  of the Accounting Period.  Accrued interest shall not be
added  to  the Loan balance and bear interest, unless the interest is past due
and  paid  with  an  Advance  requested  by  Borrower  and approved by Lender;
provided that, such an approval by Lender shall not constitute a waiver of the
Event  of  Default consisting of the failure to pay the interest except to the
extent  provided  in  Section  16.9.

          (D)       Whenever Lender shall notify Borrower, with a Statement of
Borrowing  Base  or  otherwise,  that  the  Loan  exceeds  the Borrowing Base,
Borrower  shall  within  one  (1)  Business  Day after receipt of such notice,
either pay down the Loan by the amount of such excess, or, if Lender consents,
deliver  additional  Eligible  Contracts  to  Lender  which  are sufficient to
increase  the  Borrowing  Base  above  the  Loan.

          (E)      The payment of all elements of the Indebtedness not covered
by  Subsections (B), (C), or (D) shall be payable by Borrower to Lender as and
when  provided  in  the Loan Documents, and, if not specified, then on demand.

          (F)     Borrower has the right to prepay the Loan in full or in part
at  any  time  without  penalty.

          (G)          If  the  Loan  is  less  than  One  Million  Dollars
($1,000,000.00),  Borrower is not required to forward cash deposits to Lender,
unless  otherwise  directed  by  Lender.

     Section  4.1.  CONTRACT  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  the  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.
     Section 4.2. APPLICATION OF PAYMENTS.  All Remittances received by Lender
shall be applied by Lender to the Indebtedness within one two (2) Business
Days after the Remittance has been deposited in Lender's account.  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 the 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.

                      ARTICLE V - CONTRACT ADMINISTRATION

     Section  5.0. LENDER ADMINISTRATION.  (A)  Lender shall have no liability
to  Borrower  with  respect to Remittances received by Lender, the Post Office
Box,  or  the  Depository  Account,  other  than to: (i) apply the Remittances
pursuant  to  Section  4.2 of this Agreement and (ii) upon termination of this
Agreement  and  Borrower's  satisfaction  of all of its obligations under this
Agreement, to assign the Post Office Box and its contents to Borrower.  Lender
shall  have  no  liability  to  Borrower with respect to any interest or other
earnings which are earned, or could have been earned, on the Remittances while
they  are  in  the  Post  Office  Box,  the  Depository Account, or otherwise.

     Section  5.1.  BORROWER  ADMINISTRATION.  (A)  Borrower shall perform all
aspects  of  servicing, administering, collecting, liquidating, accounting for
and  managing  (collectively,  "administering",  "administer",  or
"administration")  the Pledged Contracts it customarily performs in accordance
with Borrower's current practices for contract administration, which practices
are  in accordance with applicable law and have been disclosed to Lender prior
to  the  date  hereof.    Borrower  shall  provide  such  administration  in a
reasonable and prudent way that does not, in Lender's determination, adversely
affect  the  value  of  the  Collateral  to  Lender.   If in Lender's opinion,
Borrower  fails  to  administer  the  Pledged  Contracts  in  accordance  with
Borrower's  practices  disclosed  to  Lender  prior to the date hereof, Lender
shall  notify  Borrower  of  the deficiencies in Borrower's administration and
Borrower  shall have ten (10) Business Days to cure any such deficiencies.  If
Borrower  fails  to  cure  such  deficiency  within such ten (10) Business Day
period,  Lender  may thereafter, in its sole discretion, take over all or part
of  the  administration of the Pledged Contracts.  The administration provided
by  Borrower  shall  include  but  not  be  limited to all servicing currently
provided  by  Borrower,  and  Financed  Vehicle  titling  and lien perfection,
customer  service,  insurance  claim  tracking  and  collection,  insurance
maintenance,  Contract  enforcement,  Contract  billing,  payment  processing,
portfolio  and  Contract  accounting,  portfolio  management,  delinquency
collection,  repossession,  foreclosure,  resale,  and  maintaining  current
Contract  Debtor  and Financed Vehicle location information (name, address and
phone  number).    Borrower  shall  maintain  current,  accurate, and complete
records  of  activity  and comments regarding collection, insurance, payments,
<PAGE>47
and  other  material  events.    The  records  regarding  collection  history,
payments,  Contract  accounting, customer service notes, Contract Debtor names
and  addresses  and  Outstanding  Principal  Balance  shall  be  computerized.
Borrower  shall  require Contract Debtors to maintain Required Contract Debtor
Insurance.  Borrower shall administer and otherwise deal with the Contracts in
compliance with all applicable laws.  Borrower shall conduct foreclosure sales
in  a  commercially reasonable manner and take the steps necessary to preserve
the  deficiency  liability  of  the  Contract  Debtors.

          (B)          Borrower  shall administer the Pledged Contracts at its
existing  service  centers  in  Arizona,  Florida  and  Texas or at such other
locations that Borrower provides prior notice of to Lender and Lender approves
for  Contract  administration.

          (C)       Borrower shall furnish to Lender such reports in such form
that  Lender  determines are necessary for it to track and monitor the Pledged
Contracts,  Remittances, Financed Vehicles, and insurance.  Such reports shall
be in a format and on a medium readable by Lender's computer software, or such
other  format  or  medium acceptable to Lender.  The reports shall include but
not  be  limited  to those reports set forth on Exhibit 5.1(C) attached hereto
and  made  a  part hereof, and shall be delivered to Lender in accordance with
such  Exhibit.

          (D)          Notwithstanding  anything  herein  to the contrary, (i)
Borrower  shall remain liable under all Contracts, and any other contracts and
agreements  with Contract Rights Payors or otherwise included in or related to
the  Collateral,  to the extent set forth therein to perform all of its duties
and  obligations  thereunder  to  the same extent as if this Agreement had not
been  executed, and (ii) the exercise by Lender of any rights under any of the
Loan  Documents  shall  not  release  Borrower  from  any  of  its  duties  or
obligations  under  the  Contracts, or the other contracts and agreements, and
(iii)  Lender  shall not have any obligation or liability under the Contracts,
or  the  other  contracts  and  agreements,  nor shall Lender be obligated to
perform any of the obligations or duties of Borrower thereunder or to take any
action  to  collect  or  enforce  any  rights  thereunder.

          (E)      Borrower shall administer the Contracts at its own expense.
In  the  event  that  Borrower fails to administer the Contracts in accordance
with  Section  5.1(A)  or there is an Event of Default or a Pre-Default Event,
Lender  may  in  Lender's  or  Borrower's  name  take  over all or part of the
Contract administration Borrower is required by this Agreement to perform.  If
Lender  takes  over  all or part of such administration, Borrower shall pay to
Lender on demand all out-of-pocket costs incurred by Lender in the performance
of  Borrower's  administration  obligations, and Borrower shall pay Lender for
the  administration  performed  by  Lender an administration fee (exclusive of
out-of-pocket  costs)  established  by  Lender  consistent  with  generally
prevailing  fees  charged by servicers of contracts of similar credit quality,
and  until  so  paid  such  costs  and  fee  shall  be  part  of  the  Loan.

                    ARTICLE VI - COLLATERAL: GENERAL TERMS

     Section 6.0. SECURITY INTEREST.  To secure the performance and payment of
the  Indebtedness  and  all  of  Borrowers  existing and future obligations to
Lender  whether  arising  under  or  related  to  this Agreement or otherwise,
Borrower  hereby grants to Lender a continuing security interest in and to all
of  the  following  property  of  Borrower,  whether  now owned or existing or
hereafter  arising  or  acquired  and  regardless  of  where  located:


<PAGE>48
     Contracts;  Contract  Debtor  Documents;  Contract  Rights; payments from
Contract  Debtor  bank  accounts;  chattel  paper;  leases;  installment  sale
contracts;  installment  loan contracts; payments from chattel paper obligors;
security  deposits;  Motor Vehicles (including but not limited to cars, trucks
and  motorcycles);  certificates  of  title;  contract  purchase  discounts;
accounts; general intangibles; security interests; collateral securing chattel
paper;  dealer  agreements;  dealer reserves and rate participation; rights of
Debtor  related  to  chattel paper, installment contracts, motor vehicles, and
collateral  securing  chattel paper; documents; instruments; deposit accounts;
electronic  funds  transfers;  equipment; inventory; parts and accessories for
motor  vehicles; payments from account debtor bank accounts; reserve accounts;
insurance  policies,  and  benefits and rights under insurance policies, which
Borrower  is  solely or jointly the owner of, insured under, the lienholder or
loss  payee under, or the beneficiary of; and all payments and property of any
kind,  now  or  at any time or times hereafter, in the possession or under the
control  of  Secured  Party,  or  a  bailee  of  Secured  Party;

     accessions  to,  substitutions  for  and  all  replacements, products and
proceeds  of,  any  of  the  foregoing  property;  and

     books  and  records (including, without limitation, financial statements,
accounting  records,  customer  lists,  credit  files,  computer  programs,
electronic  data,  print-outs  and  other  computer  materials and records) of
Borrower  pertaining  to  any  of  the  foregoing  property.

     Section  6.1.  DISCLOSURE  OF  SECURITY  INTEREST.    Borrower shall make
appropriate  entries  upon  its financial statements and its books and records
disclosing Lender's security interest in the Collateral.  Borrower shall stamp
all  original,  duplicates  and  reproductions  of  Pledged  Contracts with an
assignment  to  Lender.

     Section  6.2.  ADDITIONAL  ACTS.    Borrower shall perform all other acts
requested by Lender for the purpose of perfecting, protecting, maintaining and
enforcing  Lender's  security  interest  in the Collateral and the priority of
such  security  interest.    Borrower  agrees  that  a  carbon,  photographic,
photostatic,  or  other  reproduction  of  this  Agreement  or  of a financing
statement  is  sufficient as a financing statement.  Borrower, upon request of
Lender,  shall  either pay or reimburse Lender for all costs, filing fees, and
taxes  associated  with  the  perfection  of  Lender's  security  interest.

     Section 6.3. INSPECTION AND ACCESS.  Lender and its agents shall have the
right, at any time, to (i) during Borrower's usual business hours, inspect the
Collateral  and the premises upon which any of the Collateral is located; (ii)
during  Borrower's  usual  business  hours,  inspect, audit and make copies or
extracts from any of Borrower's records, computer systems, files, and books of
account;  (iii)  during  Borrower's  usual  business hours, monitor Borrower's
performance of its obligations with respect to this Agreement; and (iv) obtain
information  about  Borrower's  affairs  and finances from any Person; and (v)
verify,  in  Lender's  name  or in the name of Borrower, the validity, amount,
quality,  quantity,  value  and condition of, or any other matter relating to,
the  Collateral  including  but  not limited to verifying Contract information
with  Contract  Debtors.    Borrower shall, upon Lender's request from time to
time,  instruct  its vendors, banking and other financial institutions and its
accountants  to  make  available  to  Lender  and  discuss  with  Lender  such
information and records as Lender may request.  Borrower authorizes Lender, if
requested by a Person other than a credit reporting agency and without request
if  the  Person  is  a  credit  reporting  agency, to provide that Person with
information  about  the Indebtedness, Collateral and Borrower's performance of
this  Agreement.    If  Borrower  maintains or stores any data with respect to
<PAGE>49
Collateral  on  a  computer data system, Borrower shall upon request of Lender
provide  Lender  with  (a)  on-line access to such computer data system or (b)
deliver  to  Lender duplicate copies of the requested data in machine readable
form  acceptable  to  Lender  along with a printout or other hard copy of such
data.    Borrower  shall,  on  request  of  Lender,  provide to Lender (at the
location  designated by Lender) the Contract Debtor Documents.  If at any time
during the Agreement, Lender establishes on-line access to Borrower's computer
system,  Lender  shall  exercise such care as it exercises with respect to its
own computer systems regarding the integrity and confidentiality of Borrower's
information  therein  and  Lender  shall  observe  all  reasonable  security
requirements relating to Borrower's computer system as Lender is advised of by
Borrower,  provided  however,  that  such  observance  shall in no way prevent
Lender  from  accessing  Borrower's  information.

     Section  6.4.  RIGHT  TO NOTIFY AND ENDORSE.  Borrower hereby irrevocably
authorizes  Lender  to  notify any or all Contract Debtors and Contract Rights
Payors  that Lender has a security interest in Contracts, Contract Rights, and
other  items of Collateral at any time (i) prior to the occurrence of an Event
of Default, in the name of Borrower, and (ii) after the occurrence of an Event
of  Default,  in  Lender's  or  Borrower's  name.    Any such notice shall, at
Lender's  election,  be  signed  by  Borrower  and  may  be sent on Borrower's
stationery.

     Section  6.5.  LENDER  APPOINTED  ATTORNEY-IN-FACT.    Borrower  hereby
irrevocably  appoints  Lender  (and  all Persons designated by Lender for that
purpose)  as  Borrower's true and lawful attorney-in-fact to act in Borrower's
place  in  Borrower's  or  Lender's name (i) to endorse Borrower's name on any
Remittance; (ii) to sign Borrower's name on any assignment or termination of a
security  interest in a Financed Vehicle, on any application for a Certificate
of Title for a Financed Vehicle, or on any UCC financing statement related the
Collateral, and on any other public records regarding the Collateral; (iii) to
send  requests  for  verification  to  Contract Debtors and (iv) to execute an
assignment  to  Lender  of  any  Pledged Contract for which Lender has made an
Advance  which  was  delivered  to  Lender  without such assignment.  Borrower
ratifies  and  approves  all  acts  of  Lender as Borrower's attorney-in-fact.
Lender  shall  not, when acting as attorney-in-fact, be liable for any acts or
omissions  as  or  for any error of judgment or mistake of fact or law, except
for  actions taken in bad faith or resulting from Lender's gross negligence or
willful  misconduct.    This  power,  being  coupled  with  an  interest,  is
irrevocable  until  all  payment  and  performance  obligations of Borrower to
Lender  have  been  fully  satisfied.    Borrower shall upon request of Lender
execute powers of attorney to separately evidence the foregoing powers granted
to  Lender.   After an Event of Default or Pre-Default Event has occurred, all
costs,  fees  and  expenses thereafter incurred by Lender, or for which Lender
becomes  obligated,  in connection with exercising any of the foregoing powers
shall  be  payable  to  Lender  by Borrower on demand by Lender and until paid
shall  be  part  of  the  Loan.

     Section  6.6.  CHANGE  OF  COLLATERAL,  LOCATION,  OFFICE  OR  STRUCTURE.
Borrower  shall keep the Collateral, other than Collateral delivered to Lender
and  Financed Vehicles, at Borrower's address set forth in Section 16.1 or its
service  center(s) listed in Section 5.1.  Borrower shall not change its name,
tradename,  principal  place  of  business  and  chief executive office or the
location  of  any  service center, unless Borrower gives Lender at least sixty
(60)  days prior written notice of such change and prior thereto has taken all
action Lender requires to maintain the priority and perfection of its security
interest  in,  and  access  to,  the  Collateral.


<PAGE>50
     Section  6.7.  LENDER'S  PAYMENT  OF  CLAIMS  ASSERTED  AGAINST BORROWER.
Lender  may,  at any time, in its sole discretion and without obligation to do
so  and  without  waiving  or  releasing any obligation, liability or duty of
Borrower  under  the  Loan  Documents or any Event of Default, pay, acquire or
accept  an  assignment  of  any  security interest, lien, claim or encumbrance
asserted  by  any  Person  against  the Collateral; provided that Lender shall
first give Borrower writ-ten notice of its intent to do the same, and Borrower
does not, within five (5) days of such notice, pay such claim and/or obtain to
Lender's reasonable satisfaction the release of the security interests, liens,
claims  or encumbrances to which such notice relates.  All sums paid by Lender
in  respect  thereof  and  all  costs, fees and expenses, including reasonable
attorneys'  fees,  court  costs,  expenses and other charges relating thereto,
which  are incurred by Lender on account thereof, shall be payable by Borrower
to  Lender  on  demand  by  Lender  and  until paid shall be part of the Loan.

     Section  6.8.  TERMINATION  OF  SECURITY  INTEREST.    Lender's  security
interest  in  the  Collateral  shall continue until performance and payment in
full  of  all of Borrower's obligations to Lender in accordance with the terms
of agreements creating such obligations; and if, at any time, all or part of a
payment or transfer made by Borrower or any other Person and applied by Lender
to Borrower's obligations to Lender is rescinded or otherwise must be returned
by  Lender  for  any  reason  whatsoever  (including,  without limitation, the
insolvency,  bankruptcy  or reorganization of Borrower or such other Person),
the  security  interest granted hereunder or under any other present or future
agreement  between  Borrower  and  Lender,  and all rights of Lender, shall be
reinstated  as  to  the  obligations  which  were  satisfied by the payment or
transfer rescinded or returned, all as though such payment or transfer had not
been made, and Borrower shall take the action requested by Lender to reperfect
all  terminated security interests and to reinstate all satisfied obligations.
Lender  shall  release  its  security  interest in Contracts which are sold or
pledged  to  other  Persons  in  accordance  with  Section  14.8.

     Section  6.9. RETURN OF CONTRACT DELIVERY DOCUMENTS.  Lender shall return
to  Borrower  within  Two (2) Business Days of Borrower's request any Contract
Delivery Document originals for Contracts paid in full.  In addition, provided
that  there is no Event of Default or Pre-Default Event and the removal of the
Contract  will  not  result  in  the Loan exceeding the Borrowing Base, Lender
shall  return  Contract  Delivery  Document  originals  for  other  Contracts
requested by Borrower for the time and to the extent necessary for Borrower to
make  corrections  or  to  enforce  the  Contracts  or  the obligations of the
Contracts  Rights  Payors.    Whenever Borrower is in possession or control of
Contract  Delivery  Documents  for  Contracts not paid in full, Borrower shall
hold  them  in  trust  for  Lender.

                      ARTICLE VII - COLLATERAL: CONTRACTS

     Section  7.0.  NOTICE REGARDING CONTRACTS.  (A)  In the event any amounts
due  and  owing  in  excess  of  Five  Thousand  Dollars ($5,000) on a Pledged
Contract  become  disputed between the Contract Debtor and Borrower, or in the
event  a  Contract  Debtor  for a Pledged Contract asserts a claim, offset, or
defense,  or  in  the  event a Person other than Borrower or a Contract Debtor
makes  a  claim  of  ownership  or  other  interest  in  a Financed Vehicle or
Contract,  then  Borrower  shall  provide  Lender  with written notice thereof
within  three  (3) Business Days of learning of the same, explaining in detail
the  nature  of  the  matter  and  the  amount in controversy.  Borrower shall
promptly,  but  in  no event later than three (3) Business Days after learning
thereof,  inform  Lender  of  all material adverse information relating to the
financial  condition  of  any  Contract  Debtor,  or  the value of any Pledged
Contract  or  Financed  Vehicle.
<PAGE>51
          (B)    After an Eligible Contract is included in the Borrowing Base,
in  the  event that Borrower becomes aware that one of the requirements in the
definition  of  Eligible Contracts or one of the conditions in Section 9.0 are
no longer being satisfied with respect to the Contract, Borrower shall provide
Lender  with  written notice thereof within five (5) Business Days of Borrower
becoming  aware,  explaining  in  detail  the  timing  and  reasons  why  the
requirement  or  condition  is  not  satisfied.

          (C)  Upon request of Lender, Borrower shall to the extent authorized
by  law  obtain  current  credit  bureau  reports  on  Contract  Debtors.

             ARTICLE VIII - COLLATERAL: REMITTANCES AND INSURANCE

     Section 8.0. ASSIGNMENT OF LIEN IN FINANCED VEHICLES.  In addition to the
security  interest  granted in Section 6.0, Borrower hereby assigns absolutely
to  Lender  Borrower's  rights  of  foreclosure  as lienholder of the Financed
Vehicles for Contracts delivered to Lender.  This assignment is solely for the
purpose  of  Lender  foreclosing  on  the liens following an Event of Default.
Until  an  Event of Default, Borrower has the right to foreclose on a Financed
Vehicle.    In the event Lender exercises the right to foreclose, Lender shall
be  the  owner  of  the  foreclosure sale proceeds and shall apply them to the
Indebtedness.

     Section  8.1.  ABSOLUTE  ASSIGNMENT  OF  REMITTANCES.  In addition to the
security  interest  granted in Section 6.0, Borrower hereby absolutely assigns
to  Lender  Borrower's  interest in and right to all Remittances arising on or
after  the  date of this Agreement, and such Remittances shall be the property
solely  of  Lender.

     Section  8.2. INSURANCE.  In addition to the security interest granted in
Section  6.0, Borrower hereby assigns absolutely to Lender Borrower's right to
refunds  and  benefits  under Required Contract Debtor Insurance, and Optional
Contract Debtor Insurance for Pledged Contracts.  This assignment is evidenced
by Exhibit 8.2.  In the event Lender uses this assignment to collect insurance
benefits or refunds, Lender shall be the owner of the benefits and refunds and
shall  apply  them  to  the  Indebtedness.

                      ARTICLE IX - CONDITIONS TO ADVANCES

     Section  9.0.  CONDITIONS  TO  EACH  ADVANCE.   Notwithstanding any other
provision  of this Agreement and without affecting in any manner the rights of
Lender  hereunder,  Lender  shall  not  be  obligated  to  make  any  Advances
(including  the initial Advance) unless at the time of the Advance, all of the
following  conditions  shall,  in  Lender's  sole determination, be satisfied:

          (A)     For each Eligible Contract, Borrower shall have included the
Eligible  Contract  on  a List of Contracts delivered to Lender and shall have
delivered  to  Lender  the  Contract  Delivery  Documents;  except  that, if a
Certificate of Title has not been issued and Borrower has provided Lender with
proof  acceptable  to Lender that a Certificate of Title has been applied for,
then  the  Certificate of Title must be delivered to Lender within ninety (90)
days  of  the  Contract  date;

          (B)     All of the representations and warranties of Borrower in all
of  the Loan Documents shall be true and correct on and as of the date of such
Advance  as  though  they  were made on and as of such date and Borrower shall
have performed all of its obligations contained in the Loan Documents required
to  be  performed  as  of  such  date;

<PAGE>52
          (C)        The making of the Advance will not constitute an Event of
Default  or  Pre-Default  Event;

          (D)          There shall have been no material adverse change in the
financial  condition  of  Borrower,  the  Validity of Collateral Guarantor, or
Guarantor,  after  March  31,  1997;

          (E)          No  claim  has  been  asserted  or proceeding commenced
challenging  this  Agreement  or  Lender's rights under this Agreement, and no
claim  has  been  asserted which if true would be a breach of a representation
and  warranty  in  the  Loan  Documents;

          (F)      No Event of Default shall have occurred, and no Pre-Default
Event  shall  have  occurred  and  still  be  in  existence;

          (G)       Lender has a first priority perfected security interest in
the  Collateral  except  to  the extent otherwise allowed by this Agreement or
Lender  in  writing;

          (H)      An event has not occurred which entitles Lender pursuant to
Section  5.1  (E)  to  take  over  administration  of  the  Contracts;

          (I)          Lender's  most  recent  inspection of the Collateral or
Borrower's  records  or  operations  has  been  satisfactory  to  Lender;

          (J)     Borrower shall have provided such additional information and
documents  as  Lender  may  reasonably  request;  and

          (K)     None of the actions taken or supplemental documents executed
listed  on  Exhibit  9.0  attached  hereto  and  made  a part hereof have been
revoked,  rescinded,  terminated,  or canceled without Lender's prior consent.

            ARTICLE X - REPRESENTATIONS AND WARRANTIES OF BORROWER

     Section  10.0.  REPRESENTATIONS  OF  BORROWER.  Borrower hereby makes the
following  representations and warranties.  The representations and warranties
are  made  as  of  the  execution and delivery of the Agreement, and each time
Borrower  delivers  Contracts  to  Lender  or  requests  an  Advance  the
representations  and  warranties  are  deemed  to  be made again at that time.
Lender's  knowledge  of  any  breach  of  the  representations  and warranties
contained  herein  shall  not void any of the representations or warranties or
affect  Lender's  rights  with  respect  to  the  breach.

          (a)  ORGANIZATION, GOOD STANDING, NAME, AND LOCATION.  Borrower is a
corporation  duly  organized,  validly existing and in good standing under the
laws of the States where it conducts business, with power and authority to own
its  properties  and  to conduct its business, and, at all relevant times, has
the  power,  authority and legal right to acquire, own, and pledge the Pledged
Contracts.    Borrower  has,  is  in good standing under, and is in compliance
with,  all  governmental  approvals,  licenses,  permits,  certificates,
inspections,  consents  and  franchises  necessary to conduct its business, to
enter  into  and  perform this Agreement, and to own and operate its business.
Borrower's  principal  place  of  business  and  chief executive office is the
Borrower  address  set  forth  in Section 16.1.  During the preceding five (5)
years,  Borrower  has not, been known by or used any other corporate, trade or
fictitious  name,  except as disclosed in Exhibit 10(a).  Ugly Duckling is the
sole  shareholder  of Ventures; Ventures is the sole shareholder of CAC, Sales
CAC is the sole shareholder of Champion Financial Services, Inc.  Sales is the
sole  shareholder  of  Car  Sales  Florida and Car Sales New Mexico and is the
general  partner  of  Car  Sales  Texas.
          (b)    DUE  QUALIFICATION.    Borrower  has, and is in good standing
under,  all  licenses,  permits,  and approvals in all jurisdictions which are
required  for  Borrower's initial acquisition of the Pledged Contracts and for
Borrower's  performance  of  this  Agreement.

          (c)    POWER AND AUTHORITY.  Borrower has the power and authority to
execute  this  Agreement  and  carry  out  its  terms,  and  the execution and
performance  of  the  Agreement  have  been  duly  authorized by all necessary
corporate action.  The execution and performance of this Agreement by Borrower
does  not  require  the  consent  or  approval  of  any  Person.

          (d)    VALID  AND  BINDING OBLIGATIONS.  The Agreement constitutes a
valid  loan obligation of Borrower and a valid granting of a security interest
in  the  Collateral to Lender, enforceable against creditors of and purchasers
from  Borrower;  and  is  a  legal,  valid  and binding obligation of Borrower
enforceable  in  accordance  with its terms.  The Guaranty and the Validity of
Collateral  Guaranty  are  valid  and  binding  obligations of the Validity of
Collateral  Guarantor  and  Guarantor  enforceable  according  to their terms.
Borrower's  use of the Advances is a legal and proper corporate use.  Borrower
has  not  used  Advances  to  give any preference to any creditor or to make a
fraudulent  transfer.

          (e)    NO  VIOLATION.   Borrower's execution and performance of this
Agreement  does  not  conflict  with,  result in any breach of, nor constitute
(with or without notice or lapse of time) a default under, (i) the articles of
incorporation  or  bylaws  of  Borrower,  or  (ii)  any indenture, instrument,
agreement, or court order by which it is bound, or (iii) nor does it result in
the creation or imposition of any lien upon any of Borrower's properties other
than  that  granted  to  Lender.

          (f)    NO  PROCEEDINGS.   There are no proceedings or investigations
pending, or to the best of Borrower's knowledge, threatened, before any court,
regulatory  body, administrative agency, or other governmental instrumentality
having  jurisdiction  over  Borrower  or  its properties, which (i) assert the
invalidity  of  the Agreement, (ii) seek to prevent the consummation of any of
the  transactions  contemplated by the Agreement, (iii) seek any determination
or  ruling  that,  if  determined  adversely to Borrower, would materially and
adversely affect the Collateral, Borrower's ability to perform its obligations
under the Agreement, the validity or enforceability of the Agreement, Lender's
rights  under the Agreement, or Borrower's financial condition or business, or
(iv)  allege that Borrower is in violation of any statute, regulation, rule or
ordinance  of  any  governmental  entity,  including,  without limitation, the
United  States  of  America, any state, city, town, municipality, county or of
any  other  jurisdiction,  or  of any agency thereof except in connection with
complaints  of  Contract  Debtors  made  in  the  normal  course of Borrower's
business  and  not  of  a  material  nature.

          (g)   COLLATERAL.  Borrower has good and marketable ownership of the
Collateral,  and  the  Collateral  is  free  and  clear  of all liens, claims,
charges, defenses, counterclaims, offsets, encumbrances and security interests
of  any  kind  or  nature, except the Permitted Liens.  The security interests
granted  to  Lender  pursuant  hereto  are  perfected  first priority security
interests,  assuming  delivery  to  Lender  of  any  Collateral  as  to  which
possession  is  the only method of perfecting a security interest and assuming
the  filing  of  a  UCC financing statement with the collateral description in
Exhibit  G  with the office of Secretary of State of Arizona; Florida, Nevada,
Texas  and  New  Mexico  and  no claim of ownership or other interest has been
asserted  which  would  be  a  breach  of  this  Section  10.0(g).

<PAGE>54
          (h)    TAXES.   All required federal, state and local tax returns of
Borrower  have  been accurately prepared and duly and timely filed (within the
initial  or  extended time period allowed therefor) and all federal, state and
local  taxes  required  to be paid with respect to the periods covered by such
returns  have  been  paid.  Borrower has not been delinquent in the payment of
any  tax, assessment or other governmental charge which could adversely affect
in  any  way  the  Collateral.

          (i)    BROKERS.    Except  as  otherwise  disclosed on Exhibit 10(i)
attached  hereto,  no  person  has,  or  as  a  result  of  the  transactions
contemplated  hereby  will  have  by  reason  of  any  Borrower conduct or any
agreement  to  which Borrower is a party, any right, interest or claim against
Borrower,  Lender  or  the  Collateral  for  any  commission,  fee  or  other
compensation  as  a  finder  or  broker  or  in  any  similar  capacity.

          (j)  STATUS AND CONDITION.  Borrower is solvent, in stable financial
condition  and is able to and does pay its liabilities as they mature.  Except
as  otherwise  disclosed  on  Exhibit 10(j) attached hereto, Borrower is not a
party  to  any  labor  dispute  or  any  collective  bargaining  contract.

          (k)   DISCLOSURE.  There is no fact known to Borrower which Borrower
has  not  disclosed to Lender in writing with respect to the Collateral or the
assets,  liabilities,  financial  condition  or  activities of Borrower or its
Affiliates which would or may be likely to have a material adverse effect upon
the  Collateral  or  Borrower's  ability  to perform its obligations under the
Agreement.  All information and documents prepared by Borrower and provided to
Lender  at  any  time are true and accurate at the time of delivery.  Borrower
does  not  have  knowledge  that any information or documents, not prepared by
Borrower but delivered by Borrower to Lender were not true and accurate at the
time  of  delivery.

          (l)    ARTICLES  OF INCORPORATION AND CERTIFICATES OF GOOD STANDING.
The  Borrower's  Articles  of  Incorporation  received  by  Lender pursuant to
Section  9.0  have  not  been modified.  Borrower has not taken or allowed any
action  which would result in it not being in good standing.  Borrower has not
received  notice  of any actual or threatened action to revoke its articles of
incorporation  or  good  standing.

          (m)    FINANCIAL  STATEMENTS.  All financial statements of Borrower,
Affiliates,  Validity  of  Collateral  Guarantor,  and  Guarantor delivered to
Lender  fairly  present  the  assets,  liabilities and financial condition and
income  as  of  the  dates  thereof.  There are no material omissions from the
financial  statements  and  there  has  been  no adverse change in the assets,
liabilities  or  financial  condition  since  the  date  of  the most recently
delivered  financial  statements.    There  exists  no  equity  or  long-term
investments  in,  or  outstanding  advances  to,  or guaranties of, any Person
except  such  equity,  investment,  advances,  or  guaranties disclosed in the
financial  statements.    The  financial  statements  accurately  disclose all
transactions  with  Affiliates.

          (n)    CONDITIONS.    Each  time  Borrower  requests an Advance, the
Conditions  in  Section  9.0  have  been  met.

          (o)   CHARACTERISTICS OF CONTRACTS.  Each Pledged Contract delivered
to  Lender as an Eligible Contract meets all of the requirements listed in the
definition  of Eligible Contract, except that Borrower makes no representation
or warranty as to whether (i) the Contract meets such requirements to Lender's
satisfaction,  or  (ii)  the  Contract  presents  a  credit,  collateral,  or
documentation risk unacceptable to Lender.  No selection procedures adverse to
<PAGE>55
Lender  have  been  utilized  in selecting the Eligible Contracts delivered to
Lender.

          (p)    NO  DEFAULTS.   No event has occurred and no condition exists
which  would,  upon the execution and delivery of this Agreement or Borrower's
performance  hereunder,  constitute  an  Event of Default.  Borrower is not in
default,  and no event has occurred and no condition exists which constitutes,
or with the passage of time or the giving of notice or both, would constitute,
a  default  under  any  material  agreement  between  Borrower and any Person,
including  the  payment  of  any debt or other obligation permitted under this
Agreement  to any Person for borrowed funds, or any obligation relating to the
securitization  of  any  assets  of  Borrower  or  any  Affiliate of Borrower.

           ARTICLE XI - REPRESENTATIONS AND WARRANTIES OF THE LENDER

     Section  11.0.  REPRESENTATIONS  OF  LENDER.  The Lender hereby makes the
following  representations  and  warranties:

          (a)  DUE ORGANIZATION.  The Lender is a corporation, duly organized,
validly existing and in good standing under the laws of the State of New York,
and  has  the power to own its assets and to transact the business in which it
is  presently  engaged  with  regard  to  this  Agreement;

          (b)   REQUISITE POWER.  The Lender has the power to execute, deliver
and  perform  this  Agreement, and has taken all necessary action to authorize
the  execution,  delivery  and  performance  of  this  Agreement;  and

          (c)    BINDING AGREEMENT.  This Agreement has been duly executed and
delivered  by  the  Lender  and  constitutes  the  legal,  valid  and  binding
obligation  of  the  Lender,  enforceable  in  accordance  with  its  terms.

                           ARTICLE XII - INDEMNITIES

     Section  12.0.  INDEMNITY.    Borrower  shall  indemnify  and hold Lender
harmless  from  any  and  all  losses,  claims,  damages,  costs,  good  faith
settlements, expenses, taxes, reasonable attorneys' fees or other liabilities,
including  but  not  limited  to  costs  of investigation, litigation fees and
expenses,  and  costs  in  successfully asserting the right to indemnification
hereunder,  (collectively,  "Losses")  incurred  by  Lender  at  any  time and
pertaining  to  (i)  facts which are, or allegations which if true would be, a
breach  of  any representation, warranty, obligation, agreement or covenant of
Borrower  contained  in  the  Loan Documents, or (ii) Lender entering into the
Loan  Documents  or  making  Advances or handling Remittances or administering
Pledged  Contracts,  (iii) an Event of Default or a Pre-Default Event, or (iv)
activities,  operations  or  conduct  of  Borrower,  Validity  of  Collateral
Guarantor  or  Guarantor,  or  Affiliates.

                     ARTICLE XIII - AFFIRMATIVE COVENANTS

     The following covenants shall remain in effect until the full payment and
performance  of  all  of  Borrower's  obligations  to  Lender:

     Section  13.0.  FINANCING STATEMENTS.  At the request of Lender, Borrower
shall  execute  such financing statements as Lender determines may be required
by  law  to  perfect,  maintain  and  protect  the  interest  of Lender in the
Collateral  and  in  the  proceeds  thereof.

     Section  13.1.  BOOKS  AND RECORDS.  Borrower shall maintain accurate and
complete  books  and  records  with  respect  to  the  Collateral,  Borrower's
<PAGE>56
business,  and  Borrower's  administration  of  the  Pledged  Contracts.   All
accounting  books and records shall be maintained in accordance with generally
accepted  accounting  principles  consistently  applied.

     Section  13.2.  PAYMENT  OF  FEES  AND  EXPENSES.   Borrower shall pay to
Lender,  on demand, any and all fees, costs or expenses which Lender pays to a
bank or other similar institution arising out of or in connection with (i) the
forwarding  to  Borrower, or any other Person on behalf of Borrower, by Lender
of  Advances  pursuant  to  this  Agreement  and  (ii)  the return of payments
deposited  for  collection by Lender, including but not limited to payments by
Borrower  and  payments  by  Contract  Debtors.

     Section  13.3.  CONTINUITY  OF  BUSINESS  AND  COMPLIANCE WITH AGREEMENT.
Borrower shall continue in business in a prudent, reasonable and lawful manner
with  all necessary licenses, permits, and qualifications necessary to perform
this  Agreement.  Borrower shall regularly and properly train its employees to
comply  with  all applicable laws governing the administration and purchase of
Contracts.    Borrower  shall take the steps necessary for the representations
and  warranties  in  Article  X  to  be  true at all times.  In the event that
Borrower  learns  that a representation and warranty in Article X is no longer
true,  it  shall  notify  Lender  within  one (1) Business Days after learning
thereof.

     Section 13.4. FINANCIAL STATEMENTS AND ACCESS TO RECORDS.  Borrower shall
provide  Lender  with  quarterly  UNAUDITED  CONSOLIDATED financial statements
within  forty-five (45) days of the end of each of Borrower's fiscal quarters,
and  with  audited annual CONSOLIDATED financial statements within one hundred
and  twenty (120) days of Borrower's fiscal year-end audited by an independent
certified  public  accounting  firm  acceptable  to  Lender.   Upon request of
Lender,  Borrower  shall provide Lender with unaudited (or audited if Borrower
so  chooses)  consolidated  and  consolidating  monthly  financial statements.
Borrower  shall  deliver to Lender with each financial statement a certificate
by  Borrower's  chief financial officer in the form of Exhibit 13.4.  Borrower
shall  provide Lender with audited or unaudited annual financial statements of
the  Validity  of  Collateral  Guarantor  and Guarantor within sixty (60) days
after  the end of each calendar year, and for such other periods as Lender may
request  but  no  more  frequently  than  every  six  (6)  months.

     Section  13.5.  SUBSEQUENT  ACTIONS.   At the request of Lender, Borrower
shall  execute  and  deliver  to Lender after execution of this Agreement such
documents  or  take  such  action  as  Lender deems necessary to carry out the
Agreement.

     Section  13.6.  FINANCIAL  CONDITION.   Borrower shall not allow its Debt
Ratio  to  exceed  2.1:1.    Borrower  shall  maintain a Net Worth of at least
Seventy-Five  Million  Dollars ($75,000,000.00).  If Borrower is in default of
any  securitized  tranche/trust, the Net Worth will be reduced by the residual
value  associated  with that securitization.  Borrower shall maintain Interest
Coverage  of  at least 1.5.  Borrower shall notify Lender in writing, promptly
upon  its  learning  thereof  of  any material adverse change in the financial
condition  of  Borrower,  Validity  of  Collateral  Guarantor,  or  Guarantor.
Borrower's  Rolling  Average  Delinquency  shall  not exceed 8.5%.  Borrower's
Average  Charged-Off  Losses  shall not exceed 1.75%.  Lender may, in its sole
discretion,  amend  the  Rolling  Average  Delinquency  on  an  annual  basis.

     Section  13.7.  LITIGATION  MATTERS.    Borrower  shall  notify Lender in
writing, promptly upon its learning thereof, of any litigation, arbitration or
administrative  proceeding  which  may  materially  and  adversely  affect the
operations,  financial condition or business of Borrower or Borrower's ability
<PAGE>57
to  perform  this  Agreement  or  which  in  any way involve Lender's security
interest  in  the  Collateral  or  other  rights  under  the  Loan  Documents.

     Section  13.8.  VALUE  OF  COLLATERAL.    If  in  Lender's  judgment  the
Collateral  has  materially  decreased  in  value,  other  than  the  ordinary
depreciation  of  Financed  Vehicles,  Borrower  shall  either  provide enough
additional  Collateral  to  satisfy  Lender  or  reduce the Loan by an amount
sufficient  to  satisfy  Lender.

     Section  13.9 PAYMENT OF OBLIGATIONS.  Borrower shall pay and perform, as
and  when  due,  all of its obligations, including, without limitation, all of
its  obligations  to  Lender.

     Section  13.10.  BORROWER  INSURANCE.   Borrower shall maintain customary
amounts  of  insurance  covering,  without  limitation, fire, theft, burglary,
public  liability,  property damage, product liability, workers' compensation,
and  liability  arising  from  Borrower's  collection of Contracts and sale of
motor  vehicles.    Borrower shall pay all insurance premiums payable for such
coverage  and  shall  upon request of Lender deliver a copy of the policies of
such  insurance  to  Lender, together with evidence of payment of all premiums
therefor.

     Section  13.11. CERTIFICATES OF TITLE.  Borrower shall promptly apply for
and  obtain  Certificates  of Title for all Financed Vehicles.  Borrower shall
promptly  deliver to Lender all Certificates of Title it receives for Financed
Vehicles  for  Pledged  Contracts.

     Section  13.12.  INTEREST  RATE CAP.  Borrower shall purchase an Interest
Rate Cap issued by a financial institution acceptable to Lender, if payment to
Borrower  of  an  interest  rate differential equal to the amount by which the
average  annual  percentage rate of the Pledged Contracts is less than (i) the
applicable interest rate under this Agreement plus (ii) fourteen percent (14%)

          Section  13.13.  UNENCUMBERED  INVENTORY.   Sales shall at all times
maintain an inventory of Motor Vehicles held for sale which are free and clear
of  all liens, security interests and encumbrances and valued at not less than
Five  Million Seven Hundred Thousand Dollars ($5,700,000.00) in the aggregate.

          Section 13.14. LOSS RESERVE.  Borrower shall at all times maintain a
funded  loss  reserve  equal  to  not  less  than  such  percentage of the net
Outstanding  Principal  Balance  of each Pledged Contract owned by Borrower as
Borrower's  independent  certified  public  accountants  require  to  issue
unqualified  financial  statements for Borrower at any time from and after the
date  hereof.

          Section  13.15.  CYGNET  FINANCE, INC.  Borrower pledges to Lender a
security  interest  in  the  stock and all proceeds thereof in Cygnet Finance,
Inc.    Borrower  shall  not  invest  more  than  Twenty  Million  Dollars
($20,000,000.00)  in Cygnet Finance, Inc.  Cygnet Finance, Inc. shall guaranty
the  obligations  of  Borrower  and  shall execute a guaranty that conforms to
Exhibit  9.0(B),  attached  hereto  (the  "Guaranty").

                       ARTICLE XIV - NEGATIVE COVENANTS

     Borrower  covenants  and  agrees  that  hereafter, without Lender's prior
written  consent,  which  Lender  may or may not give, in its sole discretion,
until  all  of Borrower's obligations to Lender with respect to this Agreement
are  performed  and  paid  in  full:

<PAGE>58
     Section  14.0.  MERGERS, ETC.  Borrower shall not merge with, consolidate
with,  acquire  or otherwise combine with any Person, transfer any division or
segment  of  its  operations  to  any  Person  or  form  any  subsidiary.

     Section 14.1. INVESTMENTS.  Borrower shall not make any investment in any
Person  through  the  direct  or  indirect holding of securities or otherwise.

     Section  14.2.  DIVIDENDS.    Borrower shall not declare or pay dividends
except  in  accordance  with all applicable laws and any dividends declared or
paid  shall not exceed, in the aggregate, fifteen percent (15%) of each year's
net  income  available  for  distribution.

     Section  14.3.  LOANS  AND  ADVANCES.    Except for routine and customary
salary advances, Borrower shall not make any unsecured loans or other advances
of  money  to  officers,  directors,  employees, stockholders or Affiliates in
excess  of Twenty-Five Thousand Dollars ($25,000.00) in total.  Borrower shall
not  incur any long term or working capital debt (other than the Indebtedness)
secured  by  Contracts, and shall not create, incur, assume or suffer to exist
any  short  term  indebtedness  which  is  not  Subordinated  Debt.

     Section  14.4. CAPITAL STRUCTURE.  Borrower shall not (i) redeem, retire,
purchase  or  otherwise  acquire,  directly  or  indirectly, any of Borrower's
stock,  or (ii) make any change in Borrower's capital structure, or (iii) make
any  change  in  any of its business objectives, purposes and operations which
might in any way adversely affect the payment or performance of, or Borrower's
ability  to  pay  and  perform, its obligations to Lender with respect to this
Agreement.  Borrower shall not allow a transfer of ownership of Borrower which
results  in  less  than  fifteen percent (15%) of the voting stock of Borrower
being  owned by Ernest C. Garcia, II.  Notwithstanding the foregoing, Borrower
may issue up to 2,000,000 shares of common stock in connection with Borrower's
acquisition  of businesses or assets in one or more transactions, In addition,
Borrower  may issue up to $200,000,000 in debt securities that are subordinate
to  the  Loan in one or more transactions provided such subordination shall be
in  a  form  and  substance  approved  by  Lender.

     Section  14.5.  TRANSACTIONS  WITH  AFFILIATE.   Borrower shall not enter
into,  or be a party to, any transaction with any Affiliate, or stockholder of
Borrower,  except,  consistent  with  Borrower's practice before entering into
this  Agreement,  in  the  ordinary  course of, and pursuant to the reasonable
requirements  of, Borrower's business and upon fair and reasonable terms which
are  fully  disclosed to Lender and are no less favorable to Lender than would
obtain in a comparable arm's length transaction with a Person not an Affiliate
or  stockholder  of  Borrower.

     Section  14.6.  ADVERSE  TRANSACTIONS.  Borrower shall not enter into any
transaction  which  adversely  affects the Collateral or Borrower's ability to
perform  this Agreement or Lender's rights under the Loan Documents; or permit
or  agree  to  any  extension,  compromise or settlement or make any change or
modification  of  any  kind  or  nature  with respect to any Pledged Contract,
including  any  of  the terms thereof or the amounts due thereunder except for
customary  payment  extensions  of  Pledged Contracts done, in accordance with
Borrower's  policies  and  routines  in existence on the Closing Date, no more
frequently  than  once  every  twelve  (12)  months  but not to exceed two (2)
extensions  over the life of the Contract, for a period of no more than thirty
(30) days for each extension.  In the event a Contract exceeds two extensions,
Borrower  must  notify  Lender  and  provide  a  list  of  such Contracts  for
exclusion  from  Eligible  Contracts.

     Section  14.7.  GUARANTIES.   Borrower shall not guaranty or otherwise in
<PAGE>59
any  way,  become liable with respect to the obligations or liabilities of any
other  Person  except  (i)  the Affiliates' obligations to Lender, and (ii) by
customary  endorsement  of  instruments or items of payment for deposit to the
general  account  of  Borrower  or  for  delivery  to  Lender.

     Section 14.8. COLLATERAL.  Except as otherwise expressly permitted in the
Loan Documents, Borrower shall not convey or allow any ownership, security, or
other, interest in the Collateral other than Borrower's ownership interest and
Lender's  security interest.  Borrower shall not interfere with or countermand
Lender's  instructions  to  any  Person to send Remittances to the Post Office
Box,  the  Depository Account or Lender. Borrower can sell or pledge Contracts
which  are  not Eligible Contracts provided that the sale or loan proceeds are
delivered  to  Lender  for application to the Indebtedness  Borrower can grant
purchase  money  security  interests  in  its  equipment to Persons other than
Lender.    Borrower  can  lease,  as  lessee,  equipment  it  uses.

                        ARTICLE XV - EVENTS OF DEFAULT

     Section  15.0.  EVENTS  OF  DEFAULT.    An  Event  of  Default  means the
occurrence  or  existence of one or more of the following events or conditions
(whatever  the  reason  for  the  Event  of  Default  and  whether  voluntary,
involuntary  or  caused by operation of law) which is not waived in writing by
Lender  or  cured  to  the  extent  a  cure  is  applicable:

          (A)    A  breach  by  Borrower  of  any  representation, warranty or
obligation  contained  herein  or  in the other Loan Documents or in any other
agreement  with  Lender.

          (B)    A breach by a Validity of Collateral Guarantor, Guarantor, or
an  Affiliate  of  any  representation, warranty, or obligation contained in a
Guaranty  or  a  Validity  of Collateral Guaranty, or any other agreement with
Lender.

          (C)  Any default by Borrower or any Affiliate of Borrower (including
but not limited to a default due to non-payment, or a default relating to the
securitization of any assets of Borrower or any Affiliate of Borrower) under
any material agreement, document or instrument to which it is a party or by
which any of its property is bound, creating or relating to any debt or other
obligation (other than the Loan hereunder), if the payment or maturity of such
debt or obligation is accelerated as a consequence of such default or demand
for payment thereof is made.

          (D)       The Collateral or any other of Borrower's or a Validity of
Collateral  Guarantor's  or Guarantor's or an Affiliate's assets are attached,
seized, levied upon or subjected to a writ or distress warrant, or come within
the possession of any receiver, trustee, custodian or assignee for the benefit
of creditors and the same is not dissolved within thirty (30) days thereafter;
an  application  is made by any Person other than Borrower for the appointment
of  a  receiver,  trustee,  or  custodian  for  the Collateral or any other of
Borrower's  or    Validity  of  Collateral  Guarantor's  or  Guarantor's or an
Affiliate's assets and the same is not dismissed within thirty (30) days after
the application therefor; or Borrower or a Validity of Collateral Guarantor or
Guarantor  or  an  Affiliate  shall have concealed, removed or permitted to be
concealed  or  removed, any part of its property, with intent to hinder, delay
or defraud its creditors or made or suffered a transfer of any of its property
which  may  be fraudulent under any bankruptcy, fraudulent conveyance or other
similar  law.


<PAGE>60
          (E)          An  application  is  made  by Borrower or a Validity of
Collateral  Guarantor  or  Guarantor  or an Affiliate for the appointment of a
receiver,  trustee  or custodian for the Collateral or any other of Borrower's
or  a  Validity  of  Collateral  Guarantor's  or Guarantor's or an Affiliate's
assets;  a petition under any section or chapter of the Bankruptcy Code or any
similar  federal  or  state  law or regulation shall be filed by Borrower or a
Validity  of  Collateral  Guarantor  or  Guarantor  or an Affiliate; Borrower,
Validity  of  Collateral Guarantor, or Guarantor or an Affiliate shall make an
assignment for the benefit of its creditors or any case or proceeding is filed
by  Borrower,  or  a  Validity  of  Collateral  Guarantor  or  Guarantor or an
Affiliate for its dissolution, liquidation, or termination; Borrower ceases to
conduct  its  Contract  purchase  and  servicing  business.

          (F)      Borrower is enjoined, restrained or in any way prevented by
court  order from conducting all or any material part of its business affairs,
or  a  petition  under  any  section  or chapter of the Bankruptcy Code or any
similar  federal  or  state  law  or regulation is filed against Borrower or a
Validity  of Collateral Guarantor or Guarantor or an Affiliate, or any case or
proceeding  is filed against Borrower or a Validity of Collateral Guarantor or
Guarantor  or  an  Affiliate  for  its  dissolution  or  liquidation, and such
injunction,  restraint,  petition,  case or proceeding is not dismissed within
thirty  (30)  days  after  the  entry  or  filing  thereof.

          (G)     A notice of lien, levy or assessment is filed of record with
respect to all or any of Borrower's or a Validity of Collateral Guarantor's or
Guarantor's  or an Affiliate's assets by the United States, or any department,
agency or instrumentality thereof, or by any state, county, municipal or other
governmental  agency  and it is not released within thirty (30) days after the
filing;  or  if  any  taxes  or  debts  become  a lien or encumbrance upon the
Collateral  or any other of Borrower's or a Validity of Collateral Guarantor's
or  Guarantor's  or an Affiliate's assets, and the same is not released within
thirty  (30)  days  after  the  same  becomes  a  lien  or  encumbrance.

          (H)      Borrower or a Validity of Collateral Guarantor or Guarantor
or an Affiliate becomes insolvent or admits in writing to its inability to pay
its  debts  as  they  mature.

          (I)  An event has occurred which entitles Lender pursuant to Section
5.1(E)  to  take  over  administration  of  the  Contracts.

          (J)       There occurs or exists any situation which leads Lender to
believe, in good faith, that Borrower may not, or may be unable to, pay in the
normal  course one or more payment obligations to Lender, and Lender has given
Borrower  at  least  ten  (10)  days'  notice  thereof.

          (K)          A  financial statement of Borrower or an Affiliate or a
Validity  of  Collateral  Guarantor  or  Guarantor  reveals that its financial
condition  has  materially  adversely deteriorated after the execution of this
Agreement.

          (L)          An  audited  financial  statement  of  Borrower  is not
unqualified.

          (M)        Any other event occurs which will, in Lender's reasonable
opinion,  have  a  material  adverse effect on the Collateral, Lender's rights
under  the  Loan Agreements, or on Borrower's financial or business condition,
operations  or prospects, including, without limitation, any change in the due
diligence  procedures  used  by  Borrower  to  qualify  Contract  Debtors  for
Contracts,  and  Lender  has  given  Borrower  at  least ten (10) days' notice
thereof.
          (N)     Validity of Collateral Guarantor or Guarantor fails to make
payment pursuant to the terms of the Validity of Collateral Guaranty or
Guaranty.

          (O)     Any Validity of Collateral Guarantor or Guarantor shall
revoke or attempt to revoke its Validity of Collateral Guaranty or Guaranty,
or shall repudiate its liability thereunder or be in default of the terms of
such Validity of Collateral Guaranty or Guaranty.

     Section  15.1.  DEFAULT  RATE  OF  INTEREST.   Upon and after an Event of
Default  and  subject  to  Section 2.5, Borrower's obligations to Lender shall
continue  to bear interest, calculated daily on the basis of a 365-day year at
the  per  annum  rate  set  forth in Section 2.3, plus additional post-default
interest  of  two  percent  (2%)  per  annum  until  paid  in  full.

     Section  15.2.  LENDER'S  REMEDIES.    Whenever a Pre-Default Event or an
Event  of  Default  has  occurred and whenever Lender is entitled to take over
Contract  administration,  Lender may without prior notice immediately suspend
making  Advances.    Upon and after an Event of Default, Lender shall have the
following  rights  and remedies.  The rights and remedies shall be cumulative,
and  none  exclusive, except to the extent required by law.  Lender's exercise
of  any  right,  remedy,  or  attorney-in-fact  appointment  shall not relieve
Borrower  of  any  of  its  obligations  to  Lender.

          (A)     The right, at Lender's discretion and without notice, (i) to
immediately  cease  further Advances and/or terminate this Agreement, and (ii)
to  declare  Borrower's  obligations  to  Lender  immediately due and payable,
whereupon  Borrower's obligations shall become and be due and payable, without
presentment,  demand, protest or further notice or process of any kind, all of
which  are  expressly  waived  by  Borrower.  Borrower's obligations to Lender
shall  be  immediately  due  and  payable without declaration by Lender if the
Event of Default consists of a petition filed under the Bankruptcy Code or any
similar  federal  or  state  law.

          (B)      All of the rights and remedies of a secured party under the
UCC  and  other  applicable  laws,  including the right to appoint a receiver.

          (C)         The right at any time to (i) enter through self-help and
without  judicial  process,  upon  the  premises  of  Borrower,  without  any
obligation  to  pay  rent  to  Borrower, or to enter any other place or places
where  the Collateral is located and kept, and remove the Collateral or remain
on  and  use  the  premises  for the purpose of collecting or disposing of the
Collateral,  and  (ii) require Borrower to assemble the Collateral and make it
available  to  Lender  at  a  place  to  be  designated  by  Lender.

          (D)      The right to sell or otherwise dispose of all or any of the
Collateral  at  public  or  private sale, as Lender in its sole discretion may
deem advisable, with such notice as may be required by law; and such sales may
be  adjourned from time to time with or without notice.  Lender shall have the
right  to  conduct  such  sales on Borrower's premises without charge for such
time and Collateral as Lender may see fit.  Lender is hereby granted a license
or  other applicable right to use, without charge, Borrower's labels, patents,
copyrights,  rights of use of any name, trade secrets, trade names, trademarks
and advertising matter, or any property of a similar nature, as it pertains to
the  Collateral,  in  advertising  for  sale  and  selling  any Collateral and
Borrower's  rights under all licenses and all franchise agreements shall inure
to  Lender's  benefit  for this purpose.  Lender shall have the right to sell,
lease  or  otherwise dispose of the Collateral, or any part thereof, for cash,
credit  or any combination thereof, and Lender may purchase all or any part of
<PAGE>62
the Collateral at public or, if permitted by law, private sale and, in lieu of
actual  payment  of  such purchase price, may set off the amount of such price
against  Borrower's obligations to Lender.  Without excluding other methods of
disposition  which  may be commercially reasonable, it shall be a commercially
reasonable disposition of the Pledged Contracts and Contract Rights for Lender
to  collect  and  enforce the Contracts and Contract Rights in the same manner
that  it  collects  and enforces similar Contracts and Contract Rights for its
own  account  or  for  the  account of other Persons.  If any deficiency shall
arise  from  the  disposition  of  Collateral, Borrower shall remain liable to
Lender  therefor.

          (E)       The right at any time and from time to time thereafter, at
Lender's  sole  discretion  and  without  notice  to  Borrower, (i) to enforce
payment  of the Contract Debtor's and Contract Rights Payor's obligations, and
to collect and foreclose, by legal proceedings or otherwise, the Collateral in
the name of Lender or Borrower and (ii) to take control, in any manner, of any
item of payment for or proceeds of the Collateral.  Lender is not obligated to
pursue the Collateral or the Guarantor or the Validity of Collateral Guarantor
or  any  other  Person  in  order to enforce Borrower's obligations to Lender.

          (F)     The right to take over in Lender's or Borrower's name all or
part  of  the  administration  of  the  Contracts.

          (G)          The  right to carry out the actions within the scope of
Borrower's  appointment  of  Lender  as  attorney-in-fact.

          (H)         The right to offset or apply the funds in the Depository
Account.

     Section 15.3. INJUNCTIVE RELIEF.  Borrower recognizes that if there is an
Event of Default then, depending on the nature of the Event of Default, it may
be  that  no remedy at law will provide complete or adequate relief to Lender,
and  Lender  shall be entitled to temporary and permanent injunctive relief in
any such case without the necessity of proving actual damages.  The injunctive
relief  shall not be a waiver of Lender's rights to other relief and remedies.

     Section  15.4.  NOTICE.    Any notice required to be given by Lender of a
sale, lease, or other disposition of the Collateral which is given pursuant to
Section  16.1  at  least  five  (5)  days prior to such proposed action, shall
constitute  commercially  reasonable  and  fair  notice  thereof  to Borrower.
Notice  of less duration shall not be presumed to be commercially unreasonable
or  unfair.

     Section  15.5.  APPOINTMENT  OF  LENDER  AS  BORROWER'S  LAWFUL ATTORNEY.
Borrower irrevocably appoints Lender (and all persons designated by Lender) as
Borrower's  true  and  lawful  attorney-in- fact to act in Borrower's place in
Borrower's  or Lender's name to:  (i) demand payment of the Pledged Contracts,
other  Collateral  consisting of payment obligations and Contract Rights; (ii)
enforce  payment  of  the  Pledged  Contracts,  other Collateral consisting of
payment  obligations  and  Contract Rights, by legal proceedings or otherwise;
(iii)  exercise  all  of  Borrower's  rights  and remedies with respect to the
collection  and  enforcement  of  the  Pledged  Contracts,  other  Collateral
consisting  of  payment obligations, and Contract Rights; (iv) settle, adjust,
compromise,  discharge,  release, extend or renew the Pledged Contracts, other
Collateral  consisting  of  payment  obligations,  and Contract Rights; (v) if
permitted  by  applicable  law, sell or assign the Collateral upon such terms,
for  such  amounts  and  at such time or times as Lender deems advisable; (vi)
take  control,  in any manner, of any item of payment or proceeds with respect
to  the  Collateral; (vii) prepare, file and sign Borrower's name on any proof
<PAGE>63
of  claim  in  Bankruptcy  or  similar document against any Contract Debtor or
Contract  Rights  Payor;  (ix)  prepare,  file and sign Borrower's name on any
notice  of  lien,  assignment  or  satisfaction of lien or similar document in
connection  with  the  Collateral;  (x)  do  all acts and things necessary, in
Lender's  sole  discretion, to exercise Lender's rights granted in or referred
to  in  Section 15.2 of this Agreement; (xi) endorse the name of Borrower upon
any  item  of  payment or proceeds consisting of or relating to the Collateral
and  deposit  the  same  to  the  account  of  Lender  for  application to the
Indebtedness;  (xii) use the information recorded on or contained in any data
processing  equipment  and  computer  hardware  and  software  relating to the
Collateral  to  which  Borrower  has  access;  (xiii)  open Borrower's mail to
collect Collateral and direct the Post Office to deliver Borrower's mail to an
address  designated  by Lender; and (xiv) do all things necessary to carry out
and enforce this Agreement which Borrower has failed to do.  Borrower ratifies
and  approves all acts of Lender as Borrower's attorney-in-fact.  Lender shall
not,  when  acting as attorney-in-fact, be liable for any acts or omissions as
or  for  any  error  of judgment or mistake of fact or law, except for actions
taken  in  bad  faith  or  resulting from Lender's gross negligence or willful
misconduct.   This power, being coupled with an interest, is irrevocable until
all  payment and performance obligations of Borrower to Lender have been fully
satisfied.    Borrower shall upon request of Lender execute powers of attorney
to  separately  evidence  the  foregoing powers granted to Lender.  All costs,
fees  and  expenses incurred by Lender, or for which Lender becomes obligated,
in  connection with exercising any of the foregoing powers shall be payable to
Lender  by  Borrower  on  demand by Lender and until paid shall be part of the
Loan.

     Section  15.6. LENDER'S DEFAULT.  In the event of any default of the Loan
Documents  by  Lender  or any claim by Borrower related to the Loan Documents,
Borrower's sole and exclusive remedy against Lender shall be a cause of action
sounding  in  contract  with  damages  limited  to  actual  and direct damages
incurred.    Lender shall in no event be liable for ordinary negligence, delay
in performance or any consequential, special, punitive, incidental or indirect
damages,  including  without  limitation,  loss of profit or goodwill.  Lender
shall  in  no  event  be  liable for any loss or damage directly or indirectly
resulting  from  the  furnishing  of services or reports under this Agreement.
With  respect  to  any  goods and services provided by Lender, LENDER MAKES NO
warranties,  whether  expressed  or  implied,  including,  without limitation,
implied  WARRANTIES  OF  MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Borrower  shall  have  no  cause of action against Lender for a default of the
Loan  Documents unless Borrower first notices Lender of the default and allows
Lender  a  reasonable  time  of at least thirty (30) Business Days to cure the
default  and  Lender  fails  to  cure  the  default.

     Section 15.7. BORROWER'S RIGHT TO CURE.  In the event of an unintentional
Pre-Default  Event  by  Borrower  with  respect  to payment obligations or the
delivery  of  Contract  Delivery Documents or Remittances, Borrower shall have
three  (3) Business Days to cure the Pre-Default Event before Lender exercises
its  right  to  sue Borrower or repossess the Collateral.  In the event of any
other  type  of  unintentional default by Borrower, Borrower shall have thirty
(30)  calendar  days  to cure the default before Lender exercises its right to
sue  Borrower  or  repossess  the  Collateral.  Regardless of whether Borrower
cures  a  default,  Lender  shall  be  entitled to indemnification pursuant to
Article  XII  with  respect to any Losses arising from claims asserted against
Lender.




<PAGE>64
                           ARTICLE XVI - DEFINITIONS


     Section  16.0  DEFINED  TERMS.  Whenever used in this Agreement with such
upper  case  letters  as  are  shown below, the following terms shall have the
respective  meanings  set forth below.  When the terms are used in the plural,
the  plural  forms  of  the  meanings  shall  apply.

     ACCOUNTING  DATE:    the  last  day  of  an  Accounting  Period.

     ACCOUNTING  PERIOD:    a  calendar month, beginning with the month during
which  this  Agreement  is  executed and ending with the calendar month during
which  the  Indebtedness  has  been paid in full following termination of this
Agreement.

     ADVANCE:    each  of  the  Loan advances described in Article III of this
Agreement.

     AFFILIATE:  Guarantors, and any Person, now or in the future (i) directly
or  indirectly  owned  or  controlled  in  whole  or  in part by Borrower or a
Guarantor,  or  (ii) under common ownership or control with Borrower.  For the
purpose  of  this  definition,  "control"  shall mean the power to direct, or
cause  the direction of, management or policies, whether through the ownership
of  voting  securities,  by  contract  or  otherwise.  For the purpose of this
definition,  "owned"  shall  mean  at  least  10%  ownership.

     AVERAGE  CHARGED-OFF  LOSSES:    the  Accounting  Period  average  of the
Charged-Off  Losses for any six consecutive Accounting Periods; provided that,
until  the  first six Accounting Periods have expired, the Average Charged-Off
Losses  shall  be  the Accounting Period average of the Charged-Off Losses for
the  Accounting  Periods  which  have  expired.

     BORROWING BASE:  the amount equal to the lesser of (i) One Hundred
Million Dollars ($100,000,000.00), or (ii) (A) sixty five percent (65%) of the
Outstanding Principal Balance of all Eligible Contracts during the time they
are included in the Borrowing Base pursuant to Section 3.1, which Eligible
Contracts are originated by any Affiliate of Borrower which is a captive
Dealer to Borrower, or (B) eighty-six percent (86%) of the Outstanding
Principal Balance of all Eligible Contracts not to exceed one hundred seven
percent (107%) of wholesale Kelly Blue Book for all such Eligible Contracts in
the aggregate during the time they are included in the Borrowing Base pursuant
to Section 3.1 which Eligible Contracts are purchased by Borrower from Dealers
who are not Affiliates of Borrower through Champion Financial Services, Inc.,
(C) seventy-five percent (75%) of the Outstanding Principal Balance of all
Eligible Contracts during the time they are included in the Borrowing Base
pursuant to Section 3.1, which Eligible Contracts were purchased from Seminole
Finance, or (D) a percentage, as determined by Lender in its sole discretion
and not to exceed ninety-eight percent (98%) of Borrower's Net Investment of
Bulk Purchase Contracts, excluding any premium or goodwill paid by Borrower.

     BULK PURCHASE CONTRACT:  a Contract acquired on a group basis through
purchase of a Dealer's portfolio of existing installment sales contracts.

     BUSINESS DAY:  any day other than (i) a Saturday or Sunday, or (ii) a day
on  which banking institutions in the States of Arizona, Florida and Texas are
required  by  law  to  be  closed.

     CERTIFICATE  OF  TITLE:    with  respect  to  each  Financed Vehicle, the
certificate of title (or other evidence of ownership) issued by the department
<PAGE>65
of  motor  vehicles,  or  other appropriate governmental body, of the state in
which  the Financed Vehicle is to be registered showing the Contract Debtor as
owner,  with either notation of the Borrower's first lien or such other status
indicated  thereon  which is necessary to perfect Borrower's security interest
in  the  Financed  Vehicle  as a first priority interest, and showing no other
actual  or  possible  lien  interest  in  the  Financed  Vehicle.

     CHARGED-OFF  CONTRACT:    a Pledged Contract (i) for which all or part of
the Scheduled Payments are due and unpaid, ninety (90) days after the due date
for  such  Scheduled  Payments,  (ii)  for which the Financed Vehicle has been
surrendered,  repossessed,  or  unable  to be located, or (iii) which has been
settled  for  less  than  the  Outstanding  Principal  Balance.

     CHARGED-OFF  LOSSES:    as  of  the  end  of  an  Accounting  Period, the
Outstanding  Principal  Balance  of  Charged-Off  Contracts  which  become
Charged-Off  Contracts  during the Accounting Period minus amounts received by
Borrower  during  the  Accounting  Period and applied to Charged-Off Contracts
which  became  Charged-Off  Contracts  during  a  previous  Accounting Period,
divided  by  the  Outstanding  Principal  Balance  of  all  Contracts owned by
Borrower  which  are  not  Charged-Off  Contracts;  expressed as a percentage.

     CLOSING  DATE:    the  date  of  execution  of  this  Agreement.

     COLLATERAL:    any  and  all  real and personal, tangible and intangible,
property  in  which Lender is granted a security interest now or hereafter, in
this  Agreement  or  otherwise,  to  secure  Borrower's obligations to Lender.

     CONTRACT:    an  installment  or  conditional  sale  contract,  with  any
amendments,  owned or acquired by Borrower pursuant to which a Contract Debtor
has:  (i)  purchased  a  new  or  used  Motor Vehicle, (ii) granted a security
interest  in  the  Motor  Vehicle  to  secure  the  Contract  Debtor's payment
obligations,  and  (iii) agreed to pay the unpaid purchase price and a finance
charge  in  periodic  installments  no  less  frequently  than  monthly.

     CONTRACT DEBTOR:  the Person that has executed a Contract as a purchaser,
and  any guarantor, co-signer or other Person obligated to make payments under
the  Contract.

     CONTRACT  DEBTOR  DOCUMENTS:    those  documents as are identified on the
attached  Exhibit  6.3  attached  hereto  and  made  apart  hereof.

     CONTRACT  DELIVERY DOCUMENTS:  the original Certificate of Title, and the
original executed Contract with original Contract Debtor and Dealer signatures
and  bearing  on  its  front  or  back  surface  an  assignment  to  Lender.

     CONTRACT  RIGHTS:    with  respect  to  Pledged Contracts, (i) Borrower's
interest  in  the  Financed Vehicle; (ii) all rights of Borrower regarding the
Contract  and  Financed  Vehicle,  including  but  not  limited  to  rights to
electronic funds transfers and rights under all dealer agreements and purchase
agreements  pursuant to which the Contract was acquired by Borrower; (iii) all
rights  of  Borrower  with  respect  to  Optional  Contract  Debtor Insurance,
Required  Contract  Debtor Insurance, and any other policies of fire, theft or
comprehensive  insurance,  collision  insurance, public liability insurance or
property damage insurance maintained with respect to the Financed Vehicle, the
Contract,  or  the  Contract  Debtor;  (iv) all rights of Borrower, if any, to
prepaid  dealer  rate  participation  in  connection  with  the  Contract; (v)
Remittances,  and  (vi)  all rights of Borrower to the originals of all books,
records (including electronic data), reports, files, and documents relating to
the  Contracts,  including,  but  not  limited  to, Contract Debtor Documents,
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financial  statements  of Contract Debtors, and all payment reports or records
relating  to  the  Contracts.

     CONTRACT  RIGHTS  PAYORS:   Persons, other than Contract Debtors, against
whom  Contract  Rights  can  be  asserted.

     CREDIT  LINE:    the dollar component in the definition of Borrowing Base
which  is  One  Hundred  Million  Dollars  ($100,000,000.00)

     DEALER:    the  seller  of  the  Financed Vehicle to the Contract Debtor.

     DEALER INVOICE:  as to new Financed Vehicles, the invoice prepared by the
manufacturer  showing  the  net  cost;  and, as to used Financed Vehicles, the
Kelly  Blue  Book  value.

     DEBT  RATIO:    the  debt-to-equity  ratio  of  Borrower,  calculated  in
accordance  with  generally accepted accounting principles, by comparing total
liabilities,  other  than  Subordinated  Debt,  to  Net  Worth.

     DELINQUENCY  MEASUREMENT:  as of the end of an Accounting Period, the sum
of the Outstanding Principal Balances of all Delinquency Measurement Contracts
which have Scheduled Payments which are due and partially or completely unpaid
more  than  thirty  (30)  days  from  the due date of such Scheduled Payments,
divided  by  the  sum of the Outstanding Principal Balances of all Delinquency
Measurement  Contracts;  expressed  as  a  percentage.

     DELINQUENCY  MEASUREMENT  CONTRACTS:   all Pledged Contracts which do not
constitute  Charged-Off  Losses.

     DEPOSITORY  ACCOUNT:  a bank account owned by Lender at a bank designated
by  Lender  for  the  purpose  of  receiving Remittances made payable to it or
Borrower.

     ELIGIBLE  CONTRACT:   each Contract delivered by Borrower to Lender which
is  listed  on  a  List of Contracts delivered to Lender at the same time, and
which  in  Lender's  sole determination satisfies each of the requirements set
forth  on  Exhibit  3.1  at  the time of delivery and thereafter except to the
extent  expressly  stated  in  Exhibit  3.1  to apply only at delivery or only
thereafter.

     EVENT  OF DEFAULT:  this term has the meaning provided in Section 15.0 of
this  Agreement.

     FINANCED  VEHICLE:  the new or used Motor Vehicle purchased by a Contract
Debtor  pursuant  to  a Contract, or any substituted vehicle which is properly
documented  and  approved  by  Lender.

     GUARANTOR:    Cygnet  Finance,  Inc.

     INDEBTEDNESS:   the Loan and all other amounts, including but not limited
to  interest,  that  Borrower  owes  Lender in connection with this Agreement.

     INTEREST  COVERAGE:    the  sum of Borrower's year-to-date pre-tax income
plus  Borrower's  year  to  date  interest  expense,  compared  to  Borrower's
year-to-date  interest  expense.

     LIBOR  RATE:    the  average  of the "one month" London Interbank Offered
Rates ("LIBOR") published in the Money Rates column of the Wall Street Journal
during  the  calendar month immediately preceding the calendar month for which
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interest is being calculated, or published in such other publication as Lender
may  designate.

     LINE  FEE:    the fee payable annually by Borrower to Lender equal to one
quarter  of  one  percent  (.25%)  times  the  Credit  Line.

     LIST  OF  CONTRACTS:   the list delivered to Lender by Borrower with each
Contract  or  group  of  Contracts  which:  (i) identifies each Contract being
delivered  by account number, the name of the Contract Debtor, the Outstanding
Principal Balance, and the year, make, model, and VIN of the Financed Vehicle,
and  (ii) shows the total number of Contracts and the total of the Outstanding
Principal  Balances.

     LOAN:    the outstanding principal amount of the Advances, plus all other
amounts advanced, expended or applied by Lender under this Agreement to or for
the  benefit of Borrower or to perform or enforce Borrower's covenants in this
Agreement.

     LOAN  AVAILABILITY:    the amount by which the Borrowing Base exceeds the
Loan.

     LOAN  DOCUMENTS:   this Agreement, the Note, the guaranties signed by the
Guarantors,  and  the  Supplemental  Documentation.

     MOTOR VEHICLE:  A passenger motor vehicle, van, or light duty truck which
is  not  manufactured  for  a  particular  commercial purpose and which can be
registered  for  use  on  public  highways and is not a "grey market" vehicle.

     NET  INVESTMENT:  The gross finance receivable from a Contract owned by a
Borrower  minus unearned interest income minus unamortized discounts and minus
any  refundable  reserves.

     NET  WORTH:   the total of shareholders' equity (including capital stock,
additional  paid-in  capital,  and  retained earnings) plus Subordinated Debt,
less  (i)  the  total  amount  of  loans  and  debts  due  from  Affiliates,
shareholders,  officers,  or  employees,  and  (ii)  the  total  amount of any
intangible  assets,  including  without  limitation  unamortized  discounts,
deferred  charges,  and  goodwill.

     OPTIONAL  CONTRACT  DEBTOR INSURANCE:  any insurance, other than Required
Contract  Debtor  Insurance  which  insures  a  Financed Vehicle or a Contract
Debtor's  obligations  under  a  Contract, including but not limited to credit
life,  credit  health,  credit  disability,  unemployment  insurance;  and any
service  contract,  mechanical  breakdown  coverage,  warranty,  or  extended
warranty  for  a  Financed  Vehicle.

     OUTSTANDING  PRINCIPAL  BALANCE:   the outstanding principal balance of a
Contract  calculated by subtracting the unearned finance charge (determined by
the  finance charged refund method applicable to the Contract) from the sum of
the  unpaid  Scheduled  Payments.

     PERMITTED LIEN:  (i) any security interest or lien at any time granted in
favor  of  Lender;  (ii)  liens  securing  claims  of  materialmen, mechanics,
carriers,  warehousemen,  landlords  and  other  similar  Persons  for  labor,
materials,  supplies  or rentals incurred in the ordinary course of Borrower's
business;  and (iii) liens resulting from deposits made in the ordinary course
of  business  in connection with workers compensation, unemployment insurance,
social  security  and  other  similar  laws.

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     PERSON:  any individual, sole proprietorship, partnership, joint venture,
trust,  unincorporated  organization,  association,  corporation, institution,
entity,  party,  or  government  (including,  any instrumentality or division
thereof).

     POST OFFICE BOX:  the post office box owned by Lender into which Borrower
shall  receive  all  Remittances.

     PLEDGED  CONTRACT:  a Contract owned on the Closing Date or in the future
by  Borrower.

     PRE-DEFAULT  EVENT:   an event which with the passage of time, the giving
of  notice,  or  both, would constitute an Event of Default if Lender gave any
notice  required by this Agreement for the event to be an Event of Default, or
if the event continued past the end of any period specifically allowed by this
Agreement  for  the  event  to continue before it becomes an Event of Default.

     REMITTANCES:    all  payments  made  with  respect  to Pledged Contracts,
including,  but  not  limited  to,  Scheduled  Payments,  full  and  partial
prepayments,  liquidation  proceeds,  insurance  proceeds  and  refunds,  late
charges,  fees (including but not limited to NSF fees and extension fees), and
payments  from  Contract  Rights  Payors.

     REQUIRED CONTRACT DEBTOR INSURANCE:  (i) the liability insurance coverage
required by law and (ii) at such time as Borrower experiences losses at any
time equal to or in excess of one percent (l.0%) of the Loan which are
attributable to a lack of insurance covering physical damage to, and theft or
loss of a Financed Vehicle, insurance for physical damage to, and theft or
loss of, the Financed Vehicle, having a deductible no higher than $500 and
providing coverage at least equal to the actual cash value of the Financed
Vehicle for all Vehicles with an actual cost to Borrower of $3500.00 or more.

     ROLLING AVERAGE DELINQUENCY:  the average of the Delinquency Measurements
for any six (6) consecutive Accounting Periods; provided that, until the first
six (6) Accounting Periods have expired, the Rolling Average Delinquency shall
be  the  average  of  the  Delinquency Measurements for the Accounting Periods
which  have  expired.

     SCHEDULE  OF PAYMENTS:  the schedule of payments disclosed on a Contract.

     SCHEDULED  PAYMENT:  the periodic installment payment amount disclosed in
the  Schedule  of  Payments  for  the  Contract.

     SKIP  LOSS  INVESTIGATION:  an investigation initiated by Borrower of the
whereabouts  of  a  Financed  Vehicle  or  a  Contract  Debtor.

     STATEMENT OF BORROWING BASE:  a statement issued by Lender which contains
the  amount of the Borrowing Base, the amount of the Loan or Indebtedness, and
either  the  amount  available for Advances or the amount by which the Loan or
Indebtedness  exceeds  the  Borrowing  Base.

     SUBORDINATED DEBT: a debt obligation of Borrower which is subordinated to
Lender  pursuant  to a subordination agreement which is in the form of Exhibit
16  or  pursuant  to  some  other  agreement  approved  in  writing by Lender.

     SUPPLEMENTAL  DOCUMENTATION:    all  agreements,  instruments, documents,
certificates  of  title, financing statements, notices of assignment, Lists of
Contracts,  chattel  mortgages,  powers of attorney, subordination agreements,
and  other  written  matter  necessary  or  reasonably  requested by Lender to
<PAGE>69
perfect and maintain perfected Lender's security interest in the Collateral or
to  consummate  the  transactions  contemplated  by  this  Agreement.
     UCC:    Uniform  Commercial  Code.

      UNDERUTILIZATION  FEE:    the fee payable by Borrower to Lender equal to
thirty-five  basis points (0.35%) on an annualized basis or .000959% times the
unused  portion  of  the  Credit  Line  below  Forty  Million  Dollars
($40,000,000.00),  with  the  unused  portion  being  equal  to the difference
between Forty Million Dollars ($40,000,000.00) and the actual daily balance of
the  outstanding Advance.  This fee will be due monthly for the previous month
and  will  be  billed  immediately  following  the  month  end.

     VALIDITY  OF  COLLATERAL  GUARANTOR:    Ernest  C.  Garcia,  II

     Section  16.1   OTHER TERMS:  All other terms contained in this Agreement
shall,  unless  the context indicates otherwise, have the meanings provided in
the  UCC  to  the  extent  the  same  are  defined  therein.

     Section  16.2    ACCOUNTING  TERMS.    Any  accounting terms used in this
Agreement  which  are  not  specifically  defined  shall  have  the  meanings
customarily  given  them  in  accordance  with  generally  accepted accounting
principles.

                  ARTICLE XVII - GENERAL TERMS AND CONDITIONS

     Section  17.0.  APPLICABLE  LAW.    This  Agreement shall be governed and
construed  in  accordance  with  the  laws  of  the  State  of  Arizona.

     Section 17.1. NOTICES.  Any notice, request, demand, instruction or other
communication  to be given any party hereto in writing shall be effective upon
delivery  during  regular business hours at the offices of Borrower and Lender
hereinafter  set forth or at such other offices that either party notifies the
other  of  in writing.  The failure to deliver a copy as set forth below shall
not  affect  the  validity  of  the  notice  to  the Borrower or Lender.  Such
communications  shall  be  given  by telecopy, commercial delivery service, or
sent  by  certified  mail,  postage  prepaid and  return receipt requested, as
follows:

     If to Borrower:          Ugly Duckling Corporation
                    2525 East Camelback Road, Suite 1150
                    Phoenix, Arizona  85016
                    Electronic FAX (602) 852-6696
                    ATTN:   Steven P. Johnson

     If to Lender:          General Electric Capital Corporation
                    1000 Hart Road
                    Barrington, IL 60010
                    Electronic FAX (847) 304-3456
                    Attention:  Manager, Asset Based Financing

     with a copy to:          General Electric Capital Corporation
                    600 Hart Road
                    Barrington, IL 60010
                    Electronic FAX (847) 304-3444
                    Attention:  Counsel -Auto Financial Services

     Section  17.2.  HEADINGS.   Paragraph headings have been inserted in this
Agreement  as  a  matter  of  convenience  for  reference only.  The paragraph
headings  shall  not  be  used  in  the  interpretation  of  this  Agreement.
<PAGE>70
     Section 17.3. SEVERABILITY.  If any one or more of the provisions of this
Agreement  are held to be invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision or
provision  in  every  other  respect  and  of the remaining provisions of this
Agreement  shall  not  be  in  any  way  impaired.

     Section  17.4.  OFFSET.  Lender has the right to offset, apply, or recoup
any  obligation  of  Borrower  to  Lender, arising under the Loan Documents or
otherwise,  against  any  obligations  or  payments  Lender  owes to Borrower,
arising  under  the  Loan  Documents  or otherwise, or against any property of
Borrower  held  by  Lender.    Borrower  waives any right to offset, apply, or
recoup  against  any obligation it owes to Lender.  Lender is not obligated to
collect  any  of the Contracts or pursue any of the other Collateral or any of
Lender's  rights  at  any  time  as  a condition to payment and performance by
Borrower.

     Section  17.5.  INDEPENDENT  CONTRACTOR.    Borrower  is  an  independent
contractor in all matters relating to this Agreement and the Collateral and is
not an agent or representative of Lender.  Borrower has no authority to act on
behalf  of  or  bind  Lender.

     Section  17.6.  EXPENSES.   Each party shall bear the expenses of its own
performance  of  this  Agreement.

     Section  17.7.  MODIFICATION  OF  LOAN DOCUMENTS; SALE OF INTEREST.  This
Agreement  may  not be modified, altered or amended, except by an agreement in
writing  signed  by  Borrower  and Lender.  The rights of Lender granted in or
referred to in this Agreement shall apply to any modification of or supplement
to  the  Loan  Documents.    Borrower  may  not without Lender's prior written
permission  sell, assign or transfer any of the Loan Documents, or any portion
thereof,  including,  without limitation, Borrower's rights, title, interests,
remedies,  powers and duties thereunder.  Any sale, assignment, or transfer by
Borrower without Lender's permission shall be void ab initio.  Borrower hereby
consents  to  Lender's  participation,  sale,  assignment,  transfer  or other
disposition,  at any time or times hereafter, of any of the Loan Documents, or
of any portion thereof, including, without limitation, Lender's rights, title,
interests,  remedies,  powers and duties thereunder.  The Loan Documents shall
be  binding  upon  and  inure  to  the benefit of the permitted successors and
assigns  of  Borrower  and  Lender.

     Section  17.8.  ATTORNEYS'  FEES AND LENDER'S EXPENSES.  If, following an
Event  of  Default,  Lender  shall  in good faith employ counsel for advice or
other  representation  or  shall  incur other costs and expenses in connection
with (A) any litigation, contest, dispute, suit, proceeding or action (whether
instituted by Lender, Borrower or any other Person) in any way relating to the
Collateral,  any  of  the  Loan  Documents or any other agreements executed or
delivered  in  connection herewith, (B) any attempt to enforce, or enforcement
of,  any  rights  of  Lender  against Borrower or any other Person, including,
without  limitation,  Contract  Debtors,  that  may  be obligated to Lender by
virtue  of  any  of  the  Loan  Documents,  or  (C)  any  actual  or attempted
inspection,  audit,  monitoring,  verification,  protection, collection, sale,
liquidation  or  other disposition of the Collateral; then, in any such event,
the  attorneys'  fees  arising  from  such  services  and all expenses, costs,
charges and other fees (including expert's fees) incurred by Lender in any way
arising  from  or  relating  to any of the events or actions described in this
Section  shall  be payable to Lender by Borrower on demand by Lender and until
paid  shall  be  part  of  the  Loan.


<PAGE>71
     Section  17.9.  WAIVER BY LENDER.  Lender's failure, at any time or times
hereafter,  to require strict performance by Borrower of any provision of this
Agreement  or  any  of  the  other  Loan  Documents shall not waive, affect or
diminish  any  right  of  Lender  thereafter  to  demand  strict  performance
therewith.    Any  suspension  or  waiver  by Lender of an Event of Default by
Borrower under the Loan Documents shall not suspend, waive or affect any other
Event  of  Default  by  Borrower under the Loan Documents, whether the same is
prior  or  subsequent  thereto and whether of the same or of a different type.
None  of  the  undertakings,  agreements,  warranties,  covenants  and
representations  of  Borrower  contained in the Loan Documents and no Event of
Default  by the Borrower under the Loan Documents shall be deemed to have been
suspended  or  waived  by  Lender  unless  such  suspension or waiver is by an
instrument  in writing signed by a manager of Lender and identifies the matter
waived  or  suspended.    Any  consent  or approval by Lender pursuant to this
Agreement is not a waiver by Lender of, or an admission by Lender of the truth
of,  any  of  Borrower's  representations  and  warranties  in this Agreement.

     Section  17.10. WAIVERS BY BORROWER.  Except as otherwise provided for in
this  Agreement,  Borrower  waives (i) notice and consummation of presentment,
demand, protest, dishonor, intent to accelerate, acceleration; (ii) all rights
to  notice and a hearing prior to taking possession or control of, or Lender's
replevy,  attachment  or levy upon, the Collateral; (iii) any bond or security
in  a  judicial proceeding as a condition to Lender exercising any of Lender's
remedies;  (iv) the benefit of all valuation, appraisement and exemption laws,
and  (v) TRIAL BY JURY in any dispute with Lender arising out of or related to
any  of  the  Loan  Documents.    The failure or delay of Borrower to strictly
enforce  the terms of this Agreement shall not be a waiver of Borrower's right
to  do  so.

     Section  17.11.  COUNTERPARTS.   This Agreement may be executed in two or
more  counterparts, with the same effect as if all parties had signed the same
document.    All  such  counterparts  shall  be  deemed  an original, shall be
construed  together  and  shall  constitute  one  and  the  same  instrument.

     Section  17.12.  ENTIRE  AGREEMENT.    This Agreement contains the entire
agreement  among the parties regarding the loan by Lender to Borrower based on
Contracts  and  supersedes all prior agreements, whether written or oral, with
respect  thereto.

     Section  17.13.  STATEMENTS  OF ACCOUNT.  Each report, billing statement,
Statement  of  Borrowing  Base,  and  payment  transcript which is prepared by
Lender  shall,  except  for  manifest  errors,  be  deemed  final, binding and
conclusive  upon Borrower in all respects as to all matters reflected therein,
and  shall  constitute  an  account stated between Borrower and Lender, unless
thereafter  waived  in  writing  by  Lender or unless, within thirty (30) days
after  Borrower's receipt of such document, Borrower delivers to Lender notice
of  a written objection thereto specifying the claimed error.  In the event of
such  an error, only those items expressly objected to in such notice shall be
deemed  to  be  disputed  by  Borrower and Lender's only liability to Borrower
shall  be  to  issue  a  corrected  document.

     Section 17.14. PUBLICITY.  Borrower shall not (i) issue any press release
or  make  any  public  announcement or otherwise publicize the consummation of
this  Agreement  with  Lender,  or  (ii)  make a public disclosure of any kind
regarding  the  subject  matter  hereof,  or  (iii) make use of Lender's name,
tradename,  logo  or  trademark without the express written consent of Lender,
except  that  Borrower  may  publicly  disclose  information  relating to this
Agreement  if  Borrower  gives Lender 48 hours advance written notice prior to
releasing  any  disclosure  required  by  law  or  in  connection  with  its
<PAGE>72
registration of securities with the U.S. Securities and Exchange Commission or
any  state  securities  commission, or in connection with a filing pursuant to
Borrower's listing with a national securities exchange or governmental entity.

     Section 17.15.  CONTRACT DOCUMENTS.  After Lender reviews a Contract form
or  any  other  form  used  in  connection  with a Contract (collectively, the
"Form")  Lender  may inform Borrower that the Form may not comply with certain
laws or that the Form is not acceptable to Lender as an Eligible Contract form
unless  certain  changes are made.  Borrower is responsible for its use of the
Forms  and for any changes Borrower makes to the Forms in response to Lender's
comments.   Lender shall have no liability to Borrower arising from Borrower's
use of, or changes to, any Form regardless of whether Lender approved the Form
or  the  changes  or  whether  Lender  conditioned  the  use of the Form as an
Eligible  Contract  form  upon the changes being made.  Regardless of Lender's
approval  of  a  Form  or Lender's comments regarding a Form, Borrower remains
obligated  to Lender to conduct its business in a lawful manner, including the
use  of  Forms  which  comply  with  applicable  laws.

     Section 17.16.  FAXED DOCUMENTS.  In order to expedite the acceptance and
execution of this Agreement and any of the Supplemental Documents, each of the
parties  hereto  agrees  that  a  faxed copy of any original executed document
shall  have  the  same  binding  effect  on  the  party so executing the faxed
document  as  an  original  handwritten  executed  copy  thereof.

Entered into as of:   _________________, 1997

<TABLE><CAPTION>
<S>                                      <C>
GENERAL ELECTRIC CAPITAL CORPORATION    UGLY DUCKLING CAR SALES, INC.
                                        Its:  General Partner
By: ________________________________    By:  ______________________________
Title:  ____________________________    Title:  ___________________________

UGLY DUCKLING CORPORATION               UGLY DUCKLING CAR SALES NEW MEXICO, INC.

By: ________________________________    By:  ______________________________
Title:  ____________________________    Title:  ___________________________

DUCK VENTURES, INC.                     CHAMPION FINANCIAL SERVICES, INC.

By: ________________________________    By:  ______________________________
Title:  ____________________________    Title:  ___________________________

                    Signatures Continued on Following Page

CHAMPION ACCEPTANCE                     UGLY DUCKLING CAR SALES FLORIDA,
CORPORATION formerly known as UGLY      INC.
DUCKLING CREDIT CORPORATION             By: _______________________________
                                        Title: ____________________________
By: ________________________________ 
Title:  ____________________________ 

UGLY DUCKLING CAR SALES TEXAS,
L.L.P.
By: Ugly Duckling Car Sales, Inc.
Its:  General Partner

By: ________________________________
Title: _____________________________
<PAGE>73

               LOAN AND SECURITY AGREEMENT BETWEEN UGLY DUCKLING
          CORPORATION, ETAL. AND GENERAL ELECTRIC CAPITAL CORPORATION

                               LIST OF EXHIBITS

EXHIBIT 3.1          ELIGIBILITY REQUIREMENTS
EXHIBIT 3.1(A)       CONTRACT FORM
EXHIBIT 3.1(B)       CREDIT AND ADVANCE CRITERIA
EXHIBIT 5.1(C)       REPORTS
EXHIBIT 5.1(C)(1)    SERVICING REPORT CERTIFICATE
EXHIBIT 6.3          CONTRACT DEBTOR DOCUMENTS
EXHIBIT 8.2          ASSIGNMENT
EXHIBIT 8.3          ASSIGNMENT OF BORROWER'S RIGHTS TO DIRECT
                     DEBIT
EXHIBIT 9.0          SUPPLEMENTAL DOCUMENTS
EXHIBIT 9.0(A)       VALIDITY OF COLLATERAL GUARANTY
EXHIBIT 9.0(B)       GUARANTY FOR CYGNET FINANCE INC.
EXHIBIT 9.0(G)       OPINION OF COUNSEL
EXHIBIT 9.0(L)       OFFICER'S CERTIFICATE
EXHIBIT 9.0(P)       CORPORATE RESOLUTION OF EACH BORROWER
EXHIBIT 9.0(Q)       POWER OF ATTORNEY
EXHIBIT 9.0(V)       LANDLORD LIEN WAIVER
EXHIBIT 10.0(a)      BORROWERS' NAMES, LOCATIONS AND SUBSIDIARIES
EXHIBIT 10.0(g)      UCC LANGUAGE
EXHIBIT 10.0(i)      BROKER DISCLOSURE
EXHIBIT 10.0(j)      LABOR DISCLOSURE
EXHIBIT 13.4         FINANCIAL STATEMENT CERTIFICATE
EXHIBIT 16.0         DEBT SUBORDINATION AGREEMENT

[NOTE:  ALL EXHIBITS NOT INCLUDED WITH UGLY DUCKLING CORPORATION'S SEC FILING.
HOWEVER,  EXHIBITS  ARE  AVAILABLE  UPON  AN  APPROPRIATE  REQUEST.]



























</TABLE>