EXHIBIT 10.(a)



   Amendment No. 6 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 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 "Existing Borrower"); Ugly Duckling Portfolio Partnership,
L.L.P. ("UDPP"), an Arizona limited liability partnership; Ugly Duckling Finance
Corporation   ("UDFC"),   an  Arizona   corporation;   Ugly  Duckling  Portfolio
Corporation ("UDPC") an Arizona corporation formerly known as Champion Portfolio
Corporation; Cygnet Dealer Finance Florida, Inc. ("CDFF"), a Florida corporation
(UDPP, UDFC, UDPC and CDFF;  collectively  referred to herein as "New Borrower";
Existing  Borrower  and  New  Borrower   collectively   referred  to  herein  as
"Borrower");  and General Electric Capital  Corporation,  a New York corporation
("Lender").


                                    RECITALS


       A.  Existing  Borrower  and Lender are parties to an Amended and Restated
Motor  Vehicle  Installment  Contract  Loan and Security  Agreement  dated as of
August 15, 1997,  as amended by an  Assumption  and  Amendment  Agreement  dated
October 23, 1997, Amendment No. 1 dated December 22, 1997, Amendment No. 2 dated
September 9, 1998,  Amendment No. 3 dated January 18, 1999, Amendment No. 4 with
effective date of June 30, 1999, and Amendment No. 5 dated August 16, 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.  Existing  Borrower  and  Lender  desire  to add New  Borrower  to the
Agreement pursuant to the terms and conditions set forth in this Amendment.


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

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


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        2. New Borrower.  Without releasing  Existing Borrower from liability to
Lender  for  all  obligations  existing  or in  the  future  arising  under  the
Agreement, New Borrower hereby assumes obligations as a Borrower to Lender under
the  Agreement  and all  obligations  to Lender  under all other  documents  and
instruments  executed by Existing Borrower in connection with the Agreement.  By
executing  this  Amendment,  New  Borrower  shall  become a  Borrower  under the
Agreement with all rights and obligations attendant to such status. New Borrower
grants to Lender all of the  conveyances  and rights granted to Lender under the
Agreement,  including but not limited to a security  interest in all  collateral
described  therein and all rights and remedies set forth therein  (including but
not limited to rights of termination, acceleration and foreclosure).



        3.  Amendments  to  Agreement.  Effective  as of the  date  hereof,  the
Agreement is hereby amended as follows.

The  introductory  paragraph  of the  Agreement  is  hereby  amended  to add New
Borrower as a Borrower under the Agreement.

Section 17.8 of the Agreement, Attorneys' Fees and Lender's Expenses is replaced
in its entirety by the following:

Section 17.8 Attorneys' Fees and Lender's Expenses.
        If  Lender  shall in good  faith  employ  counsel  for  advice  or other
        representation  or shall incur other  costs and  expenses in  connection
        with  entering  into  any  future  amendments  or  modifications  to the
        Agreement  after the  execution  of  Amendment  No. 6 to the Amended and
        Restated Motor Vehicle Installment Contract Loan and Security Agreement;
        or 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.



        4. Conditions Precedent To Effectiveness Of Amendment No.6.

         New  Borrower  shall  have  delivered  to Lender on or before  the date
hereof the following duly executed documents in form and substance  satisfactory
to Lender, delivery of which shall be a condition precedent to the effectiveness
of this Amendment:

(A)      This Amendment;

(B) UCC-1 Financing Statements of each New Borrower;


<PAGE>

(C) Duly adopted resolutions of the Board of Directors of each New Borrower;

(D)  Copies  of each New  Borrower's  Articles  of  Incorporation  and  By-laws,
     certified  as a true and correct  copy by the  Secretary of New Borrower as
     true and correct;

(E)  Certificates of good standing for each New Borrower issued by the Secretary
of State of its state of incorporation;

(F) A power of attorney of each New Borrower;

(G)  A copy of a  letter  delivered  by each  New  Borrower  to its  accountants
     instructing them to disclose to Lender any and all financial statements and
     other  information  of  any  kind  relating  to  New  Borrower's  business,
     financial condition and other affairs that Lender may request;

(H) Financial statement certificate from the chief financial officer of each New
Borrower;


(I)      Officer's certificate of each New Borrower;


(J)      Assignment of all bank accounts of each New Borrower;


(K) Assignment of rights to direct debit of each New Borrower;

(L) Assignment of insurance interests of each New Borrower;

(M) Landlord's waiver/mortgagee's waiver of each New Borrower; and


(N) Such additional information and materials as Lender may reasonably request.


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

         6. 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.

         7. 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.

         8. 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.


<PAGE>

         9.  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.



[Remainder of Page Intentionally Left Blank]

<PAGE>


IN WITNESS  WHEREOF,  the  undersigned  have entered  into this  Amendment as of
August 27, 1999.

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

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

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

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

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

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

UGLY DUCKLING CAR SALES FLORIDA,                              UGLY DUCKLING CREDIT CORPORATION

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

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

CYGNET FINANCIAL CORPORATION                                  CYGNET DEALER FINANCE, INC.
By:  /S/ JON D. EHLINGER                                      By:  /S/ STEVEN P. JOHNSON
Title:  Secretary                                             Title: Secretary

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

By:  /S/ STEVEN P. JOHNSON                                    By:  /S/ JON D. EHLINGER
Title:  Secretary                                             Title: Secretary

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

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

</TABLE>