EXHIBIT 10.1


March 16, 1999


Proprietary and Confidential


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

Dear Ernie:

We are pleased to confirm the terms under which Ugly Duckling  Corporation  (the
"Company") proposes to engage Greenwich Capital Markets,  Inc.  ("Greenwich") as
its exclusive private placement agent in connection with future  securitizations
of not less than $300 million of surety bonds secured by the Company's sub-prime
automobile finance receivables, subject to the terms and conditions set forth in
the attached Summary of Terms and in Greenwich's  placement agent agreement (for
privately placed  securities)  (this  "Engagement").  Each of the parties hereto
acknowledge  that  this  Engagement  is  being  executed  in  connection  with a
Commitment  Letter,  dated March 12, 1999,  between Greenwich and the Company in
which  Greenwich  committed  to providing  the Company  with  certain  financing
facilities.

This  Engagement  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  Engagement  will be  governed  by and  construed  in
accordance  with New York law without regard to its conflicts of law provisions.
Any placement  agent  agreement  entered into between  Greenwich and the Company
will supersede the terms of this Engagement;  provided,  however, the obligation
to engage  Greenwich  as  placement  agent per the "Term of  Engagement"  in the
attached Summary of Terms shall survive.

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

Very truly yours,

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

Ira J. Platt
Vice President




Accepted and agreed:




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

      Ernest C. Garcia
      Chairman and Chief Executive Officer


<PAGE>



                    SUB-PRIME AUTOMOBILE FINANCE RECEIVABLES
                            SECURITIZATION ENGAGEMENT

                                Summary of Terms

Engagement:                Greenwich  is  engaged  to act as sole and  exclusive
                           private  placement agent for  securitizations  of the
                           Company's  sub-prime  automobile and light duty truck
                           receivables for the term of this Engagement.

Term of the
Engagement:                Greenwich's  Engagement  is for all of the  Company's
                           sub-prime      automobile      finance     receivable
                           securitizations  until  not  less  than  $300,000,000
                           aggregate amount of  surety-enhanced  securities have
                           been  issued.  In  addition,  the  Engagement  is  to
                           encompass not less than three distinct securitization
                           transactions.

Placement Fees:            The Company  shall pay  Greenwich a placement fee for
                           each securitization as follows:

                                                 Applicable Fees as a Percentage
                                                   of the Par Value of Type of
                           Type of Securities           Securities Issued
                           -------------------          ------------------

                            AAA-Rated                           0.50%
                            A-Rated                             0.75%

                           Greenwich will privately place the offered securities
                           on a best efforts basis at a market spread determined
                           as of the pricing date.

Conditions
Precedent:                 The   placement  by   Greenwich   of  the   Company's
                           securities will be conditioned upon the following:

                    (i)  Execution of definitive  documentation  relating to the
                         issuance  of  the  securities  in  form  and  substance
                         satisfactory to Greenwich;

                    (ii) Receipt   of   legal   opinions   customary   in  rated
                         asset-backed    securities   transactions   which   are
                         satisfactory to Greenwich;

                    (iii)The  execution by the Company of  Greenwich's  standard
                         placement  agency  agreement,  relating to  Greenwich's
                         placement of the securities pursuant to the Engagement,
                         which agreements will provide,  among other things, for
                         the  indemnification  by the Company of Greenwich,  its
                         affiliates,  directors,  officers,  employees,  agents,
                         consultants and counsel for material  misstatements  or
                         omissions   or  alleged   misstatements   or  omissions
                         contained  in any  offering  document  prepared  by the
                         Company in connection with the offering of securities;

                    (iv) No change of control  shall have  occurred with respect
                         to  the   Company  or  any  of  its   subsidiaries   or
                         affiliates;

                    (v)  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 

                    (vi) The   performance   of   the   Company's    outstanding
                         securitized  transactions and the credit quality of the
                         receivables  underlying  the  subject   securitizations
                         shall not have materially deteriorated.


<PAGE>


                    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
                    which  in  Greenwich's   sole   discretion   materially  and
                    adversely  affects  (a)  the  expected  performance  of  the
                    receivables,  (b) the market for asset-backed  securities of
                    this type, (c) the condition (financial or otherwise) of the
                    Company  or  its  affiliates,  or  (d)  the  ability  of the
                    Company, Greenwich or its affiliates to fulfill its or their
                    obligations  under the  Engagement,  Greenwich shall have no
                    further obligation under the Engagement.

Representations
And Warranties:            The Company will make, as of the cut-off date for the
                           Securitization,    customary    representations   and
                           warranties  in form and content as may be required by
                           Greenwich,  rating  agencies or a credit  enhancement
                           provider.

Expenses:                  The  Company  shall   reimburse   Greenwich  for  all
                           out-of-pocket expenses (except for travel and related
                           expenses of Greenwich employees)  associated with the
                           transactions,  including without limitation legal and
                           rating   agency  costs  and   expenses   incurred  in
                           connection  with the  preparation  and negotiation of
                           securitization-related  documentation  (including the
                           fees and expenses of Greenwich's  counsel),  up-front
                           and ongoing  custodial and trustee fees and expenses,
                           bond   insurer   premiums,   fees  and  expenses  (if
                           applicable),    due   diligence    contractors    and
                           accountants' comfort letters, whether advanced by the
                           Company or by Greenwich as incurred.  Where possible,
                           Greenwich  will  negotiate fee and/or expense caps on
                           behalf of the Company.