Exhibit 10.c

         FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE OF ASSETS

     This  First  Amendment  to Agreement of Purchase and Sale of Assets (this
"First  Amendment")  is  made  as of June 6, 1997 (the "First Amendment Date")
to  amend that certain Agreement of Purchase and Sale of Assets dated December
31,  1996  (the  "Agreement")  made by and among the parties identified in the
Agreement  as  Purchaser, Seller and MK.  Unless otherwise defined herein, all
capitalized  words  shall  have the meanings established in the Agreement.  In
consideration  of the covenants of the parties stated herein, the performances
of  the  parties  required  hereby  and other valuable consideration received,
Purchaser,  Seller  and  MK  hereby  mutually  agree to amend the Agreement as
follows,  all  effective  as  of  the  First  Amendment  Date:

1.         SEMINOLE LOAN.  Pursuant to Section 5.5 of the Agreement, Purchaser
made  the  Seminole  Loan  to  Seller  in  the  original  principal  amount of
$891,316.00  and  the  Seminole  Loan  is  secured  by  the Consumer Paper and
guaranteed  by  MK  pursuant to the Payment Guaranty.  Seller hereby agrees to
convey  the Consumer Paper to Purchaser and Purchaser hereby agrees to acquire
the  Consumer  Paper from Seller for a purchase price equal to the outstanding
balance  of the Seminole Loan.  The Consumer Paper shall be conveyed by Seller
to  Purchaser  pursuant  to  the  Agreement for Purchase and Sale of Contracts
attached  hereto as Exhibit A (the "Consumer Paper Purchase Agreement").  Upon
conveyance  of  the Consumer Paper, the Payment Guaranty shall be released and
returned  to  MK by Purchaser's execution and delivery to MK of the Release of
Guaranty  attached hereto as Exhibit B (the "Release of Guaranty").  The UCC-1
Financing  Statement  filed  in  the  State of Florida to perfect the security
interest  in the Consumer Paper shall be released by Purchaser's execution and
delivery  to  Seller  of  the  UCC-2  Termination Statement attached hereto as
Exhibit  C  (the  "Termination  Statement").

2.         KMH LOAN.  Section 5.5(b) of the Agreement is hereby deleted in its
entirety.    Seller  acknowledges that Purchaser has no obligation to make the
KMH  Loan  or  any  other  loans  relating to the KMH Real Estate at any time.

3.     INDEMNIFICATION.  Section 8 of the Agreement is amended by the deletion
of  subsection  8.3(e), and the deletion of Section 8.6. The mortgage securing
the  covenants  of  indemnity granted pursuant to Section 8.6 of the Agreement
shall  be  terminated  and  released  by Purchaser's execution and delivery to
Seller  of  the Release of Mortgage attached hereto as Exhibit D (the "Release
of  Mortgage").    The  elimination  of  the obligation of Seller to indemnify
Purchaser  for  certain  Losses on Contracts pursuant to subsection 8.3(e) and
the  elimination  of  the security for the indemnities pursuant to Section 8.6
does  not  release or modify any other covenants of indemnity of Seller and MK
set forth in the Agreement and all such other covenants of indemnity of Seller
and  MK  are  hereby  ratified  and  affirmed.

Except as amended by this First Amendment, the Agreement remains in full force
and  effect  and  is hereby ratified and affirmed by Purchaser, Seller and MK.






<PAGE>

IN  WITNESS  WHEREOF,  Purchaser,  Seller,  and  MK acknowledge their receipt,
review,  understanding an acceptance of this First Amendment, all effective as
of  the  First  Amendment  Date.

<TABLE>
<CAPTION>
<S>                         <C>
Ugly Duckling Corporation,  Seminole Finance Corporation
a Delaware corporation      a Florida corporation

By:  /s/Steven P. Johnson   By:  /s/ Michael Krizmanich
Name:   Steven P. Johnson   Name:    Michael Krizmanich
Its:    Sr. Vice President  Its:     President


                            Second Chance Finance, Inc.
                            a Florida corporation

                            By:  /s/ Michael Krizmanich
                            Name:    Michael Krizmanich
                            Its:     President


                            Second Chance Wholesale, Inc.
                            a Florida corporation

                            By:  /s/ Michael Krizmanich
                            Name:    Michael Krizmanich
                            Its:     President


                            Michael Krismanich

                            By:  /s/ Michael Krizmanich
                            Name:    Michael Krizmanich
                            Its:     President
</TABLE>





















<PAGE>

                          EXHIBITS (Not Included)


A.          Consumer  Paper  Purchase  Agreement

B.          Release  of  Guaranty

C.          Termination  Statement

D.          Release  of  Mortgage














































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