Amendment No. 4 to Amended and Restated Motor Vehicle Installment Contract
                           Loan and Security Agreement

     This  Amendment is entered into by and between Ugly  Duckling  Corporation,
successor in interest to Ugly  Duckling  Holdings,  Inc.  ("Ugly  Duckling"),  a
Delaware   corporation;   Ugly  Duckling  Car  Sales  and  Finance   Corporation
("UDCSFC"),  an Arizona corporation formerly known as Duck Ventures,  Inc.; Ugly
Duckling  Credit  Corporation  ("UDCC")  formerly  known as Champion  Acceptance
Corporation, an Arizona corporation; Ugly Duckling Car Sales, Inc. ("Sales"); an
Arizona corporation;  Champion Financial Services, Inc. ("Champion"), an Arizona
corporation;  Ugly Duckling Car Sales  Florida,  Inc. ("Car Sales  Florida"),  a
Florida corporation;  Ugly Duckling Car Sales Texas, L.L.P. ("Car Sales Texas"),
an Arizona limited  liability  partnership;  Ugly Duckling Car Sales New Mexico,
Inc. ("Car Sales New Mexico"), a New Mexico corporation; Ugly Duckling Car Sales
California,  Inc.  ("Car Sales  California"),  a  California  corporation;  Ugly
Duckling Car Sales Georgia,  Inc. ("Car Sales Georgia"),  a Georgia corporation;
Cygnet Financial Corporation ("Cygnet'),  a Delaware corporation;  Cygnet Dealer
Finance,  Inc.  ("Dealer  Finance"),  an  Arizona  corporation;  Cygnet  Finance
Alabama,  Inc.  ("Cygnet  Alabama"),  an  Arizona  corporation;  Cygnet  Support
Services, Inc. ("Services"), an Arizona corporation;  Cygnet Financial Services,
Inc. ("Cygnet Services"),  an Arizona  corporation;  Cygnet Financial Portfolio,
Inc.  ("Cygnet  Portfolio"),  an  Arizona  corporation;  (all  of the  foregoing
entities  collectively  referred to herein as "Borrower");  and General Electric
Capital Corporation, a New York corporation ("Lender").

                                    RECITALS

       A.  Borrower  and Lender are  parties to an Amended  and  Restated  Motor
Vehicle Installment  Contract Loan and Security Agreement dated as of August 15,
1997, as amended by an  Assumption  and  Amendment  Agreement  dated October 23,
1997,  Amendment No. 1 dated December 22, 1997,  Amendment No. 2 dated September
9, 1998 and  Amendment  No. 3 dated  January 18, 1999 (the  Amended and Restated
Motor Vehicle Installment  Contract Loan and Security Agreement as so amended is
referred to herein as the  "Agreement")  pursuant to which Lender agreed to make
Advances  to  Existing  Borrower  on the terms and  conditions  set forth in the
Agreement.

       B.  Borrower  and  Lender  desire  to  amend  certain  provisions  of the
Agreement pursuant to the terms set forth in this Amendment.

       In   consideration   of  the   premises   and  other  good  and  valuable
consideration,  the  receipt  of which  is  hereby  acknowledged  by each of the
parties hereto, the parties agree as follows:

     1. Defined Terms.  Unless otherwise specified herein, all capitalized terms
used in this Amendment  shall have the same meaning given to such term(s) in the
Agreement.

     2.  Amendments to Agreement.  Effective as of June 30, 1999 , the Agreement
is hereby amended as follows:

     (a)  Cash Flow Based Interest  Coverage Ratio.  The definition of Cash Flow
          Based Interest  Coverage Ratio in Section 16.0 of the Agreement  shall
          be deleted; provided, however, should Borrower revert to utilizing any
          form of "gain on sale" accounting treatment on future securitizations,
          the Cash  Flow  Based  Interest  Coverage  Ratio  definition  shall be
          reinstated.

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<PAGE>

     (b)  Financial Condition. Section 13.6 of the Agreement shall be amended in
          its   entirety  to  read  as   follows:
          Financial Condition.
          (A)  Borrower shall not allow its Debt Ratio to exceed 2.2:1.
          (B)  Borrower shall maintain a Net Worth of at least One Hundred Fifty
               Million Dollars ($150,000,000.00) at all times. If Borrower is in
               default  of any  securitized  tranche/trust,  Net Worth  shall be
               reduced  by the  residual  value  associated  with the  defaulted
               securitization.
          (C)  Borrower shall  maintain an Interest  Coverage ratio each quarter
               of at least the following level:

              Quarter                                Ratio
              -------                                -----
              2Q 1999                                0.60
              3Q 1999                                0.70
              4Q 1999                                0.80
              1Q 2000                                1.15
              2Q 2000                                1.25
              3Q 2000 and thereafter                 1.30
              If,  however,  Borrower  reverts to utilizing any form of "gain on
              sale"  accounting   treatment  on  future   securitizations,   the
              modification of the Interest  Coverage ratio covenant listed above
              is  automatically  deleted  from the  Agreement  and the  Interest
              Coverage ratio of 1.5 is automatically reinstated.

          (D)  Borrower's Rolling Average Delinquency shall not exceed 8.5%.

          (E)  Borrower's   three-month   Rolling  Average   Managed   Portfolio
               Delinquency shall not exceed 10%.

          (F)  Borrower's Average Charged-Off Losses shall not exceed 1.75%.

          (G)  Borrower's  Average  Charged-Off Losses for all Managed Portfolio
               Contracts shall not exceed 2.75%.

          (H)  Borrower's Managed Portfolio Leverage Ratio shall not exceed: (i)
               3.5:1 from the effective date of Amendment No. 2 until the 1-year
               anniversary  of the  effective  date of Amendment No. 2; and (ii)
               4.0:1 thereafter.

          (I)  Borrower's  Rolling Average Managed Portfolio Deferral Rate shall
               not exceed 2.25.

          (J)  Lender may,  in its sole  discretion,  amend the Rolling  Average
               Delinquency on an annual basis.

          (K)  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.

          (L)  Borrower  shall  provide  Lender a monthly  report on  Borrower's
               Motor Vehicle inventory  detailing  Borrower's purchase price for
               all such inventory, which shall be received by Lender by the 15th
               of each calendar month.


     (c)  Loans and  Advances.  Section  14.3 is  deleted  in its  entirety  and
          replaced with the following:

           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 Two Million Dollars  ($2,000,000.00) 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,

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<PAGE>

           assume or suffer to exist any short  term  indebtedness  which is not
           Subordinated  Debt. All obligations  and security  interests owned by
           any Borrower with respect to any other Borrower are  subordinated  to
           the  Loan  and the  Lender's  security  interest  in the  Collateral.
           Borrower shall not have loans or purchases of more than Three Million
           Five Hundred Dollars ($3,500,000)  outstanding at the same time under
           any Dealer Contract, except for DCT and Texas Auto Outlet.

     (d)  Debt Ratio.  The  definition  of "Debt  Ratio" in Section  16.0 of the
          Agreement is amended in its entirety to be:

          Debt  Ratio:  the  debt-to-equity  ratio of  Borrower,  calculated  in
          accordance with generally accepted accounting  principles by comparing
          Borrower's total liabilities other than Subordinated Debt less amounts
          owed by any bankruptcy-remote subsidiary via associated securitization
          trusts to  unaffiliated  bondholders or certificate  holders which are
          included in Borrower's on-book liabilities  (including amounts owed to
          any   bondholders   who  may  not  have  any  legal  recourse  to  any
          non-bankruptcy remote subsidiaries), divided by Net Worth of Borrower.

     (e)  Managed Portfolio Leverage Ratio. The definition of "Managed Portfolio
          Leverage  Ratio" in Section  16.0 of the  Agreement  is amended in its
          entirety to be:

          Managed Portfolio Leverage Ratio: Borrower's on-book liabilities other
          than  Subordinated  Debt,  plus amounts owed by any  bankruptcy-remote
          subsidiary  via  associated   securitization  trusts  to  unaffiliated
          bondholders  or   certificate   holders  which  are  not  included  in
          Borrower's  on-book   liabilities   (including  amounts  owed  to  any
          bondholders who may not have any legal recourse to any  non-bankruptcy
          remote subsidiaries), divided by Net Worth of Borrower.

     3. Incorporation of Amendment:  The parties acknowledge and agree that this
Amendment is incorporated  into and made a part of the Agreement,  the terms and
provisions  of which,  unless  expressly  modified  herein,  or unless no longer
applicable by their terms,  are hereby  affirmed and ratified and remain in full
force and effect.  To the extent that any term or provision of this Amendment is
or may be  deemed  expressly  inconsistent  with  any term or  provision  of the
Agreement,  the terms and  provisions  of this  Amendment  shall  control.  Each
reference to the  Agreement  shall be a reference to the Agreement as amended by
this  Amendment.  This  Amendment,  taken together with the Agreement,  which is
affirmed  and  ratified by Borrower,  contains  the entire  agreement  among the
parties  regarding the  transactions  described  herein and supersedes all prior
agreements, written or oral, with respect thereto.

     4. Borrower Remains Liable. Borrower hereby confirms that the Agreement and
each document executed by Borrower in connection  therewith continue  unimpaired
and in full  force and  effect  and shall  cover and  secure  all of  Borrower's
existing and future obligations to Lender.

     5.  Headings.  The paragraph  headings  contained in this Amendment are for
convenience  of  reference  only  and  shall  not be  considered  a part of this
Amendment in any respect.

     6.  Governing  Law.  This  Amendment  shall be governed by and construed in
accordance with the laws of the State of Arizona.  Nothing herein shall preclude
Lender from bringing suit or taking other legal action in any jurisdiction.

     7. Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so executed  and  delivered  shall be deemed to be an original and
all of which taken together shall constitute one and the same instrument.

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<PAGE>

IN WITNESS WHEREOF,  the undersigned have entered into this Amendment as of July
19, 1999.

<TABLE>
<CAPTION>
<S>                                                           <C>
GENERAL ELECTRIC CAPITAL
CORPORATION                                                   UGLY DUCKLING CAR SALES, INC.

By: /S/ JEFF BATKA                                            By:  /S/ JON D. EHLINGER
Title:  Account Executive                                     Title:  Secretary

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

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

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

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

UGLY DUCKLING CAR SALES FLORIDA,                              UGLY DUCKLING CREDIT CORPORATION

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

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

CYGNET FINANCIAL CORPORATION                                  CYGNET DEALER FINANCE, INC.
By: /S/ DONALD L. ADDINK                                      By: /S/ JUDITH A. BOYLE
Title: Vice President                                         Title:  Secretary

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

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

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

By: /S/ DONALD L. ADDINK                                      By: /S/ DONALD L. ADDINK
Title: Vice President                                         Title: Vice President
</TABLE>

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