EXHIBIT 10.2


March 17, 1999


Proprietary and Confidential

Mr. Ernest C. Garcia II
Chairman and Chief Executive Officer
Ugly Duckling Corporation
2625 East Camelback Road
Suite 1150
Phoenix, Arizona  85016

Dear Ernie:

Greenwich Capital Markets,  Inc.,  together with its affiliate Greenwich Capital
Financial  Products,  Inc.,  (together  "Greenwich")  is pleased to provide Ugly
Duckling  Corporation (the "Company") with a financing  commitment in connection
with the  Company's  expressed  desire for a  surety-enhanced  revolving  credit
facility  substantially upon the terms and conditions of the Term Sheet attached
as Exhibit A. The provisions and conditions of the Term Sheet set out in Exhibit
A form part of this letter as if they were fully set forth in this letter.

Our  Commitment to enter into the Facilities is expressly  conditioned  upon the
following and upon any additional conditions precedent set forth in the attached
Summary of Terms:  (i)  execution of  definitive  documentation  relating to the
Facilities  in form  and  substance  satisfactory  to  Greenwich  and its  legal
counsel; (ii) receipt of the legal opinions described in the attached Summary of
terms and such other opinions as may be reasonably requested by Greenwich or its
legal  counsel;  (iii) no change of control  shall have occurred with respect to
the Company or any of its  subsidiaries or affiliates;  (iv) no material adverse
change shall have occurred in the financial or operating condition,  business or
prospects of the Company or any of its  subsidiaries or affiliates;  and (v) the
entering into the transactions  contemplated by this Commitment by GCFP will not
contravene any applicable rules or regulations.

In addition, Greenwich reserves the right to conduct continuing due diligence of
the Company,  its  affiliates,  directors,  officers,  employees and significant
shareholders  and,  to the extent  Greenwich  at any time  discovers  any new or
previously  existing but  undiscovered  event or condition  that, in Greenwich's
sole discretion,  materially and adversely effects (a) the expected  performance
of the receivables, (b) the condition (financial or otherwise) of the Company or
its affiliates,  or (c) the ability of the Company,  Greenwich or its affiliates
to fulfill its or their obligations under this Commitment,  Greenwich shall have
no further obligation under this Commitment.

This  Commitment  sets forth the entire  agreement of Greenwich  and the Company
with respect to the subject matter hereof and  supersedes all prior  discussions
and  correspondence.  This  Commitment  will be  governed  by and  construed  in
accordance  with New York law without regard to its conflicts of law provisions.
Any underwriting or placement agent agreement entered into between Greenwich and
the Company will supersede the terms of this Commitment.


<PAGE>



If terms of this Commitment are acceptable to the Company,  please indicate your
agreement to be bound by the  provisions of this  Commitment,  by executing this
Commitment in the space provided below.

We  appreciate  the  opportunity  to be of  service  to you and look  forward to
working with you.

Very truly yours,

/S/ IRA PLATT
-------------

Ira J. Platt
Vice President


Accepted and agreed as of the date first written above:




By:   /S/ ERNEST C. GARCIA
      --------------------

      Ernest C. Garcia
      Chairman and Chief Executive Officer


<PAGE>



March 16, 1999
Proprietary & Confidential
Exhibit A

                            Ugly Duckling Corporation
             $100,000,000 Surety-Enhanced Revolving Credit Facility


Facility Size:             $100,000,000.

Facility                   Structure:   Warehouse  facility  providing  for  the
                           issuance of Variable Funding Notes (collectively, the
                           "Note")  secured  by  eligible  sub-prime  automobile
                           finance  receivables  originated  and/or purchased by
                           UDC  entities.  The note will be 100%  wrapped by the
                           Surety Provider.

Issuer:                    A bankruptcy-remote,special purpose subsidiary of UDC
                           acceptable  to the  Surety  Provider  will  hold  all
                           pledged loan collateral and issue the Note.

Note Purchaser:            Greenwich  Capital  Markets,   Inc.  or  one  of  its
                           affiliates ("GCM") will commit to purchase the Note.

Surety Provider:           MBIA Insurance Corporation.

Term:                      364-day  term,  renewable at the  discretion of GCM /
                           MBIA.

Collateral Advance Rate:   To be  determined  by the  Surety  Provider.  Advance
                           should   approximate   the  net  advance   rates  for
                           surety-wrapped   securities   on   recent   UDC  term
                           securitizations.

Interest Rate:             One month LIBOR plus 1.10%, with an internally capped
                           rate of 10%.

Eligibility Criteria:      To be determined by Surety Provider,  though expected
                           to closely  mirror  those in  existence  for UDC term
                           securitizations.

Funding Frequency:         Weekly, in increments of no less than $5mm.

Takedown Provision:        75% of the  receivables  sold into the Facility to be
                           securitized no less  frequently  than every 6 months.
                           Alternatively,  a six month  aging  provision  may be
                           required.

Commitment Fee:            $100,000, due at closing.

Non-Use Fee:               10 bp on that portion of the  Facility not  utilized,
                           calculated and paid on a monthly  basis.  This fee is
                           to be waived in the event  that the  average  funding
                           balance for the month exceeds $50mm.

MBIA                       Constraints:  Standard  MBIA  credit  provisions  for
                           receivable   pool    performance,    pool   attribute
                           considerations and UDC financial statement covenants.
                           Standard MBIA Event of Default provisions,  including
                           rapid amortization events.

Hedging                    Requirement:  UDC will be responsible  for either (a)
                           hedging  the  facility  borrowing  rate  through  the
                           purchase of an  interest  rate cap or (b) bearing the
                           implied  enhancement cost associated with an internal
                           cap of 10%.

Origination Expenses:      UDC to bear all legal and due  diligence  expenses of
                           GCM / MBIA in constructing the Facility.