Exhibit A

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933 OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE SOLD,
EXCHANGED,  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  IN ANY  MANNER  EXCEPT  IN
COMPLIANCE  WITH  SECTION 12 OF THE WARRANT  AGREEMENT  DATED AS OF FEBRUARY 12,
1998, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

Warrant No. 11

                 WARRANT TO PURCHASE ### SHARES OF COMMON STOCK


                              VOID AFTER 1:30 P.M.,
                    PHOENIX, ARIZONA TIME, ON APRIL 12, 2001

                       OR SUCH LATER DATE SET FORTH HEREIN

                            UGLY DUCKLING CORPORATION

         This certifies  that, for value received,  ___________,  the registered
holder  hereof or assigns  (the  "Holder"),  is entitled  to purchase  from UGLY
DUCKLING CORPORATION,  a Delaware corporation (the "Company"), at any time after
February 12, 1998,  and before 1:30 p.m.,  Phoenix,  Arizona  time, on April 12,
2001,  at the  purchase  price per share of $10.81 (the  "Warrant  Price"),  the
number of shares of Common Stock, par value $0.001 per share, of the Company set
forth above (the  "Shares").  The number of shares of Common  Stock  purchasable
upon exercise of the Warrant  evidenced  hereby and the Warrant Price is subject
to adjustment from time to time as set forth in the Warrant  Agreement  referred
to below.

         This Warrant may be redeemed,  at the option of the Company and as more
specifically  provided  in the  Warrant  Agreement,  at $.10 per share of Common
Stock  purchasable  upon  exercise  hereof,  at any time after the average Daily
Market  Price (as defined in Section 10 of the Warrant  Agreement)  per share of
the Common Stock for a period of at least twenty (20)  consecutive  trading days
ending not more than fifteen days prior to the date of the notice given pursuant
to Section 10(b) thereof has equaled or exceeded $16.00, and prior to expiration
of this Warrant.  The Holder's right to exercise this Warrant terminates at 1:30
p.m.  (Phoenix,  Arizona time) on the date fixed for redemption in the notice of
redemption delivered by the Company in accordance with the Warrant Agreement.

         The  Warrants  evidenced  hereby  may be  exercised  during  the period
referred  to  above,  in whole  or in  part,  by  presentation  of this  Warrant
certificate  with the Purchase Form attached hereto duly executed and guaranteed
and  simultaneous  payment  of the  Warrant  Price (as  defined  in the  Warrant

Agreement and subject to adjustment as provided therein) at the principal office
of the Company. Payment of such price may be made at the option of the Holder in
cash or by  certified  check  or bank  draft,  all as  provided  in the  Warrant
Agreement.

         The Warrants  evidenced  hereby are part of a duly authorized  issue of
Warrants and are issued under and in accordance with the Warrant Agreement dated
as of February 12, 1998, between the Company and the Lenders party thereto,  and
are subject to the terms and  provisions  contained in such  Warrant  Agreement,
which Warrant  Agreement is hereby  incorporated by reference  herein and made a
part  hereof  and is  hereby  referred  to  for a  description  of  the  rights,
limitations,  duties and indemnities thereunder of the Company and the Holder of
the  Warrants,  and to all of which the Holder of this  Warrant  certificate  by
acceptance hereof consents.  A copy of the Warrant Agreement may be obtained for
inspection by the Holder hereof upon written request to the Company.

         Upon any partial exercise of the Warrants evidenced hereby,  there will
be issued to the  Holder a new  Warrant  certificate  in  respect  of the Shares
evidenced hereby that have not been exercised.  This Warrant  certificate may be
exchanged at the office of the Company by surrender of this Warrant  certificate
properly  endorsed  either  separately or in combination  with one or more other
Warrants for one or more new Warrants to purchase the same  aggregate  number of
Shares as evidenced by the Warrant or Warrants  exchanged.  No fractional Shares
will be  issued  upon the  exercise  of rights to  purchase  hereunder,  but the
Company will pay the cash value of any fraction upon the exercise of one or more
Warrants, as provided in the Warrant Agreement.


<PAGE>

         The  Warrant  Price and the number of shares of Common  Stock  issuable
upon  exercise of this Warrant is subject to adjustment as provided in Section 8
of the Warrant  Agreement.  The Warrant  Agreement may be amended by the Company
and the holder or holders of a majority of the outstanding Warrants representing
a majority of the shares of Common Stock underlying such Warrants; provided that
without the consent of each holder of a Warrant certain specified changes cannot
be made to such holder's Warrants.

         Neither the  Warrants  nor the shares of Common  Stock  underlying  the
Warrants may be sold,  assigned,  or otherwise  transferred except in accordance
with the provisions of the Warrant Agreement.

         The Holder  hereof may be treated by the Company and all other  persons
dealing  with this  Warrant  certificate  as the  absolute  owner hereof for all
purposes and as the person entitled to exercise the rights  represented  hereby,
any notice to the contrary notwithstanding, and until any transfer is entered on
such  books,  the  Company  may  treat  the  Holder  hereof as the owner for all
purposes.  Notices  and  demands  to be  given to the  Company  must be given by
certified or registered mail at the addresses provided in the Warrant Agreement.

        All terms  used in the  Warrant  Certificate  that are  defined  in the
Warrant  Agreement shall have the respective  meanings ascribed to such terms in
the Warrant Agreement.

Dated: June 5, 2000                        UGLY DUCKLING CORPORATION



                                          By:/S/ DONALD L. ADDINK
                                             Donald L. Addink
                                             Senior Vice President and Treasurer

ATTEST:

Jon Ehlinger
Secretary


<PAGE>


                            UGLY DUCKLING CORPORATION
                                  PURCHASE FORM

                                Mailing Address:
                            UGLY DUCKLING CORPORATION
                            2525 East Camelback Road
                                    Suite 500
                             Phoenix, Arizona 85016

         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented  by the within  Warrant  certificate  for, and to purchase
thereunder,  _____________Shares  of Common  Stock  provided  for  therein,  and
requests that certificates for such Shares be issued in the name of:
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Type Name, Address and Social Security Number)

and that such certificates be delivered to _____________________________________
whose address is _______________________________________________________________
and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new  Warrant  certificate  for the  balance  of the  Shares  purchasable
under the within Warrant certificate be registered in the name of the
undersigned Holder or his or her Assignee as below indicated and delivered to
the address stated below.

                                     Dated:_____________________________________

Name of Holder or Assignee:

________________________________________________________________________________
(Please Print)

Address:________________________________________________________________________
________________________________________________________________________________

Signature:


Note: The above  signature must  correspond with the name as it appears upon the
face of the within Warrant  certificate in every particular,  without alteration
or enlargement or any change whatever, unless these Warrants have been assigned.


<PAGE>

Signature Guaranteed:



THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(Banks,  Stock Brokers,  Savings and Loan  Association,  and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED  SIGNATURE  GUARANTEE  MEDALLION  PROGRAM  PURSUANT TO
S.E.C. RULE 17Ad-15.


<PAGE>


                                   ASSIGNMENT

                 (To be signed only upon assignment of Warrants)

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto

________________________________________________________________________________
          (Name and Address of Assignee Must Be Printed or Typewritten)

________________________________________________________________________________

______________ Warrants, hereby irrevocably constituting and appointing
_______  Attorney to transfer  said  Warrants on the books of the Company,  with
full power of substitution in the premises.

Dated:_________________


                                   _____________________________________________
                                   Signature of Registered Holder

                                    Note:   The  signature  on  this  assignment
                                            must  correspond with the name as it
                                            appears  upon the face of the within
                                            Warrant    certificate    in   every
                                            particular,  without  alteration  or
                                            enlargement or any change whatever.

Signature Guaranteed:



THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(Banks,  Stock Brokers,  Savings and Loan  Association,  and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED  SIGNATURE  GUARANTEE  MEDALLION  PROGRAM  PURSUANT TO
S.E.C. RULE 17Ad-15.


<PAGE>



                                  AMENDMENT TO

                                WARRANT AGREEMENT

         This  Amendment   ("Amendment")  shall  amend  that  Warrant  Agreement
("Agreement"),  dated  February 12,  1998,  between  Ugly  Duckling  Corporation
("Company") and the Lenders, as defined in the Agreement ("Lenders").

         Under  the  Agreement,  Lenders  and  the  Company  may,  with  certain
limitations  that do not apply to the  Amendment,  amend the Agreement  upon the
agreement of Company and a majority of the holders of the  outstanding  warrants
under the  Agreement.  The Lenders  below,  who represent  such a majority,  and
Company hereby agree to amend the Agreement as follows:

         Under the Agreement,  the Company agreed to issue and issued to Lenders
500,000 warrants as set forth in the Agreement and in Exhibits to the Agreement.
Company shall issue to Kayne Anderson Non-Traditional  Investments,  L.P., Arbco
Associates,  L.P.,  Kayne Anderson  Off-Shore  Limited,  Glacier Water Services,
Inc.,  Foremost Insurance Company and TOPA Insurance  Company,  and such parties
shall accept from  Company,  in the  aggregate  an  additional  75,000  warrants
substantially  in the form attached as Exhibit A to the  Agreement,  except that
the  purchase  price of the  warrants  shall be $10.81 and not  $10.00,  and the
expiration date of the warrants shall be April 12, 2001. These warrants shall be
subject to, and are issued under and in accordance with, the Agreement.

         Except  as  otherwise  set  forth  in this  Amendment,  the  terms  and
conditions of the Agreement shall remain unchanged.

         This Amendment is effective June 5, 2000.

                                            Ugly Duckling Corporation

                                            By:  /S/DONALD L. ADDINK
                                            ---------------------------
                                            Its: Senior Vice President
                                            ---------------------------



<PAGE>







                                  ARBCO ASSOCIATES, L.P.

                                  By: KAIM Non-Traditional, L.P.

                                  Its: General Partner

                                  By: Kayne Anderson Investment Management, Inc.
                                  Its: General Partner
                                  By:  /S/ ROBERT V. SINOTT
                                  --------------------------------------------
                                  Title: Vice President
                                  --------------------------------------------

                                  KAYNE ANDERSON NON-TRADITIONAL
                                  INVESTMENTS, L.P.

                                  By:    /S/ ROBERT V. SINOTT
                                  --------------------------------------------
                                  Name:  Robert V. Sinott
                                  --------------------------------------------
                                  Title: Vice President
                                  --------------------------------------------

                                  KAYNE ANDERSON OFF-SHORE LIMITED

                                  By:    /S/ DAVID SHLADOWSKY
                                  --------------------------------------------
                                  Name:  David Shladowsky
                                  --------------------------------------------
                                  Title: General Secretart
                                  --------------------------------------------

                                  GLACIER WATER SERVICES, INC.

                                  By:_________________________________________
                                  Name:_______________________________________
                                  Title:______________________________________

                                  FOREMOST INSURANCE COMPANY

                                  By:_________________________________________
                                  Name:_______________________________________
                                  Title:

                                  TOPA INSURANCE COMPANY


                                  By:  /S/ DANIEL SHERRIN
                                  --------------------------------------------
                                  Name: Daniel Sherrin
                                  --------------------------------------------
                                  Its:Vice President & Chief Financial Officer
                                  --------------------------------------------