EXHIBIT 10.3(a)


                                                                 EXECUTION COPY


                             STOCK PLEDGE AGREEMENT


     THIS  STOCK  PLEDGE  AGREEMENT  dated as of March  18,  1999  (the  "Pledge
Agreement")  among UGLY DUCKLING CAR SALES AND FINANCE  CORPORATION,  an Arizona
corporation formerly known as Duck Ventures,  Inc. ("Pledgor"),  as owner of all
of the outstanding capital stock in Ugly Duckling  Receivables Corp. ("UDRC"), a
Delaware  corporation,  and Ugly  Duckling  Receivables  Corp.  II,  a  Delaware
corporation  ("UDRC II"),  UGLY  DUCKLING  CORPORATION,  a Delaware  corporation
("UDC") and GREENWICH CAPITAL FINANCIAL PRODUCTS,  INC., a Delaware  corporation
("Lender").

                             INTRODUCTORY STATEMENTS

     Pledgor is the sole holder of fifty (50) shares of common  stock,  $.01 par
value per share in UDRC and fifty (50)  shares of common  stock,  $.01 par value
per share, in UDRC II (collectively,  the "Pledged Shares"). UDC, as debtor, has
on the  date  hereof  entered  into a Loan  Agreement  with  Lender  (the  "Loan
Agreement") pursuant to which UDC has borrowed money from Lender. Pledgor, which
is wholly owned  subsidiary of UDC, has agreed to pledge the Pledged  Shares and
any proceeds  thereof as further security for the Obligations (as defined in the
Loan Agreement).  Accordingly,  the Pledged Shares and any proceeds thereof will
secure  Obligations  of UDC and  Pledgor  to Lender.  Terms used  herein but not
defined  herein  shall  have the  meanings  assigned  to such  terms in the Loan
Agreement.

     In  consideration of the premises and of the agreements  herein  contained,
Pledgor, Lender and UDC agree as follows:

     Section 1. Definitions.

     (a)  Capitalized  terms  used  but not  otherwise  defined  in this  Pledge
          Agreement  shall  have the  meanings  specified  therefor  in the Loan
          Agreement.

     (b)  As used  herein,  the term "Final Date" shall mean the date upon which
          all of the  Obligations  as  defined  in the  Loan  Agreement  and all
          obligations  under any other  financing  arrangement  between  UDC and
          Lender, or any Affiliate of either, have been fully paid and performed
          to the  satisfaction of Lender.  The term "Loan  Documents" shall mean
          the Loan Agreement,  this Pledge  Agreement and any and all documents,
          instruments and agreements securing and/or relating to the Obligations
          of UDC or Pledgor to Lender.










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     Section 2. Pledge of Stock and Grant of Security Interest.  As security for
the full and complete  performance  of all of the  Obligations,  Pledgor  hereby
delivers,  pledges  and  assigns  to the  Lender and grants in favor of Lender a
security  interest in all of Pledgor's  right,  title and interest in and to the
Pledged  Shares,  together  with all of  Pledgor's  rights and  privileges  with
respect  thereto,  all  proceeds,  income and profits  thereof and all  property
received in exchange thereof or in substitution therefor (the "Collateral").

     Section 3. Dividends, Options, or Other Adjustments.  Until the Final Date,
Pledgor shall deliver as Collateral to the Lender any and all additional  shares
of stock or any other property of any kind  distributable on or by reason of the
Collateral, whether in the form of or by way of stock dividends, warrants, total
or partial  liquidation,  conversion,  prepayments,  redemptions  or  otherwise,
including cash dividends and any cash interest payments (excluding,  however, so
long as no Event of Default has occurred and is  continuing,  the 1998-D  Spread
Account  Reduction Amount,  if any). If any such dividends,  interest  payments,
additional shares of capital stock,  instruments,  or other property, a security
interest in which can only be perfected by possession,  which are  distributable
on or by  reason  of the  Collateral  pledged  hereunder,  shall  come  into the
possession or control of Pledgor,  Pledgor shall forthwith  transfer and deliver
such property to Lender as Collateral hereunder.

     Section 4.  Delivery of Share  Certificates;  Stock  Powers.  Pledgor shall
promptly deliver to Lender, or cause UDRC or UDRC II or any other entity issuing
the  Collateral  to deliver  directly  to Lender,  share  certificates  or other
instruments  representing  any  Collateral  issued to,  acquired  or received by
Pledgor after the date of this Pledge  Agreement with a stock or bond power duly
executed by Pledgor.  If, at any time Lender  notifies  Pledgor that it requires
additional  stock powers  endorsed in blank,  Pledgor shall promptly  execute in
blank and deliver the requested power to Lender.

     Section 5. Power of Attorney.  Pledgor hereby  constitutes  and irrevocably
appoints Lender as Pledgor's true and lawful  attorney-in-fact,  with the power,
after the  occurrence of an "Event of Default"  under and as defined in the Loan
Agreement, to the full extent permitted by law, to affix to any certificates and
documents  representing the Collateral,  the stock or bond powers delivered with
respect  thereto,  and to transfer or cause the transfer of  Collateral,  or any
part thereof,  on the books of UDRC or UDRC II or any other entity  issuing such
Collateral,  to the name of Lender or any nominee of either,  and  thereafter to
exercise with respect to such Collateral all the rights,  powers and remedies of
an owner.  The power of attorney  granted  pursuant to this Pledge Agreement and
all  authority  hereby  conferred  are granted and  conferred  solely to protect
Lender's interest in the Collateral and shall not impose any duty upon Lender to
exercise any power.  This power of attorney  shall be irrevocable as one coupled
with an interest until the Final Date.

     Section 6. Inducing  Representations  of Pledgor.  Pledgor  represents  and
warrants to Lender that:

     (a)  The   Pledged   Shares  are  validly   issued,   fully  paid  for  and
          non-assessable.

     (b)  The Pledged Shares represent all of the issued and outstanding capital
          stock of UDRC and UDRC II.

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     (c)  Pledgor  is the sole legal and  beneficial  owner of, and has good and
          marketable  title  to,  the  Pledged  Shares,  free  and  clear of all
          pledges,  liens,  security interests and other encumbrances except the
          security  interest created by this Pledge  Agreement,  and Pledgor has
          the unqualified right and authority to execute and perform this Pledge
          Agreement.

     (d)  No  options,   warrants  or  other  agreements  with  respect  to  the
          Collateral are outstanding.

     (e)  Any consent,  approval or  authorization  of or  designation or filing
          with  any  authority  on the part of  Pledgor  which  is  required  in
          connection  with the pledge and security  interest  granted under this
          Pledge Agreement has been obtained or effected.

     (f)  Neither  the  execution  and  delivery  of this  Pledge  Agreement  by
          Pledgor,  the consummation of the transaction  contemplated hereby nor
          the satisfaction of the terms and conditions of this Pledge Agreement:

          (i)  conflicts  with or  results  in any  breach or  violation  of any
               provision of the articles of  incorporation  or bylaws of Pledgor
               or any law, rule, regulation, order, writ, judgment,  injunction,
               decree,   determination  or  award  currently  in  effect  having
               applicability  to  Pledgor  or any of its  properties,  including
               regulations   issued  by  an   administrative   agency  or  other
               governmental authority having supervisory powers over Pledgor;

          (ii) conflicts with, constitutes a default (or an event which with the
               giving  of  notice  or  the  passage  of  time,  or  both,  would
               constitute  a  default)  by  Pledgor  under,  or a  breach  of or
               contravenes  any  provision of, any agreement to which Pledgor or
               any of its subsidiaries is a party or by which it or any of their
               properties  is or may be bound  or  affected,  including  without
               limitation  any  loan  agreement,  mortgage,  indenture  or other
               agreement or instrument; or

          (iii)results  in or  requires  the  creation  of any  lien  upon or in
               respect of any of  Pledgor's  assets  except the lien  created by
               this Pledge Agreement.

     (g)  With  respect  to  all  Pledged  Shares  heretofore  delivered  to and
          currently  held by Lender,  and upon delivery to Lender of any Pledged
          Shares  hereafter  issued to, acquired or received by Pledgor,  Lender
          will  have  a  valid,  perfected  security  interest  in  and  to  the
          Collateral, enforceable as such against all other creditors of Pledgor
          and against all persons  purporting to purchase any of the  Collateral
          from Pledgor.


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     (h)  The  board of  directors  of UDRC and UDRC II have  duly  adopted  the
          resolutions identified on Exhibits A-1 and A-2, respectively, attached
          hereto (the "Standing  Dividend  Resolutions"),  and such  resolutions
          remains in full force and effect and have not been rescinded, amended,
          altered, revoked or modified in any respect.  Pursuant to the Standing
          Dividend   Resolutions,   Pledgor  has  delivered  the  UDRC  Dividend
          Direction  Letter  and the UDRC II  Dividend  Direction  Letter to the
          Trustee.

     Section 7. Obligations of the UDC and Pledgor.  Pledgor further represents,
warrants and covenants to Lender that:

     (a)  Pledgor  will not sell,  transfer or convey any interest in, or suffer
          or permit any lien or  encumbrance to be created upon or to exist with
          respect  to,  any of the  Collateral  during  the term of this  Pledge
          Agreement,  other than the lien granted hereunder and the lien granted
          to General  Electric  Capital  Corporation  ("GECC")  pursuant  to the
          Amended and  Restated  Motor  Vehicle  Installment  Contract  Loan and
          Security Agreement entered into as of August 15, 1997 among GECC, UDC,
          Pledgor, and certain other entities.

     (b)  Pledgor  will not  cause or permit  UDRC or UDRC II to enter  into any
          securitization agreement or arrangement other than as set forth in the
          UDRC Securitization Documents or the UDRC II Securitization Documents,
          or  substantially  similar  agreements and arrangements in the future,
          without the prior written consent of Lender.

     (c)  Pledgor will not effect any securitizations  through any subsidiary or
          affiliate  other than UDRC II unless either (i) (A) Pledgor pledges to
          Lender all of the capital  stock of any such  subsidiary  or affiliate
          (the "New Issuer") and Pledgor delivers to Lender a dividend direction
          letter  executed by New Issuer and  supported  by a standing  dividend
          resolution  of the board of  directors of New Issuer,  which  dividend
          direction   letter  and   standing   dividend   resolution   are  each
          substantially similar to the UDRC II Dividend Direction Letter and the
          UDRC  II  Standing  Dividend  Resolution,  or (B) New  Issuer  pledges
          directly to Lender all of its  interests  in any trust or other entity
          which issues interests in a securitization, and (ii) all other matters
          in connection with such securitization are reasonably  satisfactory in
          form and substance to Lender.

     (d)  Pledgor will, at Pledgor's expense,  at any time and from time to time
          at the request of Lender do,  make,  procure,  execute and deliver all
          acts,  things,  writings,  assurances  and other  documents  as may be
          reasonably proposed by Lender to preserve,  establish,  demonstrate or
          enforce the rights,  interests  and  remedies of Lender as created by,
          provided in, or emanating from this Pledge Agreement.

     (e)  Pledgor  will not take any action which would cause UDRC or UDRC II to
          issue any other capital  stock  without the prior  written  consent of
          Lender.

     (f)  Pledgor  will  not  consent  to  any  amendment  to  the  articles  of
          incorporation  of UDRC or UDRC II without the prior written consent of
          Lender.


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     (g)  Pledgor  will not take any  action  which  would  cause,  and will not
          consent  to,  any  transfer  by UDRC or  UDRC II of the  UDRC  Class B
          Certificates or the UDRC II Class B Certificates.

     Section 8.  Dividends.  Pledgor has not and will not permit UDRC or UDRC II
to, rescind,  amend, alter, revoke or modify the Standing Dividend  Resolutions,
the UDRC Dividend  Direction Letter or the UDRC II Dividend Direction Letter, as
the case may be, in any respect without the prior written consent of Lender.

     Section 9. Voting Proxy.  Pledgor  hereby  grants to Lender an  irrevocable
proxy to vote the Pledged Shares with respect to any matter  permitted under the
Articles of  Incorporation  of UDRC and UDRC II, as the case may be, which proxy
shall continue until the Final Date. Pledgor represents and warrants that it has
directed  UDRC and UDRC II,  in  accordance  with  Section  217 of the  Delaware
General Corporation Law, to reflect on UDRC's and UDRC II's books, respectively,
the right of Lender to vote the  Pledged  Shares.  Upon the  request  of Lender,
Pledgor shall deliver to Lender such further evidence of such irrevocable  proxy
to vote the Collateral as Lender may request pursuant hereto.

     Section 10. Rights of Lender.  Lender may, at any time and without  notice,
discharge any taxes,  liens,  security interests or other encumbrances levied or
placed  on the  Collateral,  pay for the  maintenance  and  preservation  of the
Collateral, or pay for insurance on the Collateral; the amount of such payments,
plus any and all  reasonable  fees,  costs and  expenses  of  Lender  (including
attorneys' fees and disbursements) in connection therewith,  shall be reimbursed
by UDC within five (5) days of demand,  with interest thereon from the date paid
at the rate provided in the Loan Agreement.

     Section 11. Remedies Upon Event of Default under the Loan Agreement. Lender
may exercise any one or more of the following remedies:

     (a)  Upon the  occurrence  of an "Event of  Default"  pursuant  to the Loan
          Agreement, Lender may without notice to Pledgor:

          (i)  cause the Collateral to be transferred to Lender's name or to the
               name of a nominee of Lender,  and thereafter  exercise as to such
               Collateral all of the rights, powers and remedies of an owner;

          (ii) collect  by  legal   proceedings   or  otherwise  all  dividends,
               interest,  principal  payments,  capital  distributions and other
               sums now or hereafter  payable on account of the Collateral,  and
               hold all such sums as part of the Collateral,  or apply such sums
               to the  payment of the  Obligations  in such  manner and order as
               Lender may decide, in its sole discretion; or


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          (iii)enter   into  any   extension,   subordination,   reorganization,
               deposit,   merger,  or  consolidation  agreement,  or  any  other
               agreement  relating  to  or  affecting  the  Collateral,  and  in
               connection   therewith   deposit  or  surrender  control  of  the
               Collateral  thereunder,  and accept  other  property  in exchange
               therefor and hold and apply such property or money so received in
               accordance with the provisions hereof.

     (b)  In  addition to all the rights and  remedies of a secured  party under
          the  Uniform   Commercial   Code  as  in  effect  in  any   applicable
          jurisdiction, upon the occurrence of an "Event of Default" pursuant to
          the Loan  Agreement,  Lender shall have the right,  without  demand of
          performance  or other  demand,  advertisement  or  notice of any kind,
          except as specified below, to or upon Pledgor or any other person (all
          and each of which  demands,  advertisements  and/or notices are hereby
          expressly waived to the extent permitted by law), to proceed forthwith
          to collect,  receive,  appropriate and realize upon the Collateral, or
          any part thereof in one or more parcels in accordance  with applicable
          securities laws and in a manner designed to ensure that such sale will
          not result in a  distribution  of the Pledged  Shares in  violation of
          Section 5 of the Securities  Act of 1933, as amended (the  "Securities
          Act") and on such terms (including a requirement that any purchaser of
          all or any party of the  Collateral  shall be required to purchase any
          securities  constituting  the  Collateral  solely for  investment  and
          without any intention to make a  distribution  thereof) as Lender,  in
          its  sole and  absolute  discretion,  deems  appropriate  without  any
          liability  for any  loss due a  decrease  in the  market  value of the
          Collateral  during the period held. If any  notification to Pledgor of
          intended  disposition  of the  Collateral  is  required  by law,  such
          notification  shall be deemed  reasonable and properly given if mailed
          to Pledgor,  postage  prepaid,  at least ten (10) days before any such
          disposition  at the address  indicated  by  Pledgor's  signature.  Any
          disposition  of the  Collateral or any part thereof may be for cash or
          on credit or for  future  delivery  without  assumption  of any credit
          risk,  with the  right of Lender  to  purchase  all or any part of the
          Collateral so sold at any such sale or sales, public or private,  free
          of any equity or right of redemption in Pledgor, which right of equity
          is, to the extent permitted by applicable law, hereby expressly waived
          or released by Pledgor; or

     (c)  Lender may elect to sell the  Collateral  on any credit terms which it
          deems reasonable.  The  out-of-pocket  costs and expenses of such sale
          shall be for the account of Lender.  The sale of any of the Collateral
          on credit  terms  shall not  relieve  Pledgor  of its  liability  with
          respect to the  Obligations.  All payments  received in respect of any
          sale of the  Collateral by Lender shall be applied to the  Obligations
          as and when such  payments are received and any price  received by the
          Collateral  Agreement in respect of such sale shall be conclusive  and
          binding upon Lender; or


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     (d)  Pledgor recognizes that it may not be feasible to effect a public sale
          of all or a part of the  Collateral by reason of certain  prohibitions
          contained in the Securities  Act, and that it may be necessary to sell
          privately to a restricted  group of purchasers  who will be obliged to
          agree,  among other things,  to acquire the  Collateral  for their own
          account,  for investment and not with a view for the  distribution  or
          resale thereof. Pledgor agrees that private sales may be at prices and
          other terms less favorable to the Seller than if the  Collateral  were
          sold at public sale,  and that Lender has no  obligation  to delay the
          sale of any  Collateral for the period of time necessary to permit the
          registration  of the  Collateral  for public sale under the Securities
          Act.  Pledgor  agrees  that a  private  sale or sales  made  under the
          foregoing  circumstances  shall  be  deemed  to  have  been  made in a
          commercially reasonable manner; or

     (e)  If any consent,  approval or authorization of any state,  municipal or
          other governmental department,  agency or authority shall be necessary
          to effectuate  any sale or other  disposition of the Collateral or any
          partial  disposition of the Collateral,  Pledgor will execute all such
          applications  and other  instruments  as may be required in connection
          with securing any such consent,  approval or  authorization,  and will
          otherwise use its best efforts to secure the same; or

     (f)  Lender  shall have the right to  deliver,  assign and  transfer to the
          purchaser thereof the Collateral so sold or disposed of, free from any
          other claim or right of whatever  kind,  including any equity or right
          of redemption of Pledgor.  Pledgor  specifically waives, to the extent
          permitted  by  applicable  law,  all  rights  of  redemption,  stay or
          appraisal  which it may have  under  any  rule of law or  statute  now
          existing or hereafter adopted; or

     (g)  Lender shall not be obligated to make any sale or other disposition of
          the Collateral permitted under this Pledge Agreement, unless the terms
          thereof shall be satisfactory to Lender. Lender may, without notice or
          publication,  adjourn any such  private or public sale and,  upon five
          (5) days' prior notice to Pledgor, hold such sale at any time or place
          to which the same may be so adjourned. In case of any such sale of all
          or any part of the  Collateral  on  credit  or  future  delivery,  the
          Collateral  so sold may be retained by Lender until the selling  price
          is paid by the  purchaser  thereof,  but  Lender  shall  not incur any
          liability in case of the failure of such  purchaser to take up and pay
          for the  property so sold and, in the case of any such  failure,  such
          property may again be sold as herein provided.

     (h)  All of the rights and remedies  granted to Lender,  including  but not
          limited to the  foregoing,  shall be cumulative  and not exclusive and
          shall be enforceable  alternatively,  successively  or concurrently as
          Lender may deem expedient.

     Section 12. Limitation on Liability.

     (a)  Neither  Lender  nor  any  of  its  respective  directors,   officers,
          employers or agents shall be liable to Pledgor,  UDC,  UDRC or UDRC II
          for any action  taken or omitted to be taken by it or them  hereunder,
          or in connection herewith,  except that Lender shall be liable for its
          own gross negligence, bad faith or willful misconduct.


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     (b)  Lender shall be protected and shall incur no liability to any party in
          relying upon the accuracy,  acting in reliance upon the contents,  and
          assuming  the   genuineness  of  any  notice,   demand,   certificate,
          signature,  instrument or other document Lender reasonably believes to
          be  genuine  and  to  have  been  duly  executed  by  the  appropriate
          signatory, and (absent actual knowledge to the contrary of any officer
          of  Lender)  Lender  shall  not be  required  to make any  independent
          investigation with respect thereto.  Lender shall at all times be free
          independently to establish to its reasonable  satisfaction,  but shall
          have no duty to independently verify, the existence or nonexistence of
          facts that are a condition to the exercise or enforcement of any right
          or remedy hereunder.

     (c)  Lender may  consult  with  qualified  counsel,  financial  advisors or
          accountants and shall not be liable for any action taken or omitted to
          be taken by it  hereunder  in good  faith and in  accordance  with the
          advice of such counsel, financial advisors or accountants.

     Section 13. Indemnification. UDC and Pledgor jointly and severally agree to
indemnify each of Lender,  its Affiliates  and  Subsidiaries  (as such terms are
defined  in the  Loan  Agreement)  and  their  respective  directors,  officers,
employees  and  agents,  for,  and  hold  each of  Lender,  its  Affiliates  and
Subsidiaries  and their  respective  directors,  officers,  employees and agents
harmless  against,  any loss,  liability  or  expense  (including  the costs and
expenses  of  defending  against  any claim of  liability)  arising our of or in
connection with this Pledge Agreement and the transactions  contemplated hereby,
except any such loss,  liability or expense as shall result from the  respective
gross  negligence,  bad  faith or  willful  misconduct  of each of  Lender,  its
Affiliates and Subsidiaries or their respective directors,  officers,  employees
or agents.  The  obligation  of UDC and Pledgor under this Section shall survive
the termination of this Pledge Agreement.

     Section 14. Termination. This Pledge Agreement shall continue in full force
and effect until the Final Date. Subject to any sale or other disposition of the
Collateral  pursuant  to and in  accordance  with  this  Pledge  Agreement,  the
Collateral shall be returned to Pledgor on the Final Date. The obligation of UDC
under Section 15 of this Pledge  Agreement shall survive the termination of this
Pledge Agreement.

     Section 15.  Compensation and Reimbursement.  UDC agrees for the benefit of
Lender and as part of the  Obligations to reimburse  Lender upon its request for
all reasonable  expenses,  disbursements and advances incurred or made by Lender
in accordance  with any provision of, or carrying out its duties and obligations
under, this Pledge Agreement (including the reasonable compensation and fees and
the expenses and disbursements of its agents,  any independent  certified public
accounts and independent counsel), except any expense,  disbursement or advances
as may be  attributable  to negligence,  bad faith or willful  misconduct on the
part of Lender.

     Section  16.  Foreclosure  Expenses  of  Lender.  All  expenses  (including
reasonable fees and  disbursements of counsel)  incurred in compliance with this
Pledge  Agreement by Lender in  connection  with any actual or  attempted  sale,
exchange of, or any enforcement, collection, compromise or settlement respecting
this Pledge Agreement or the Collateral, or any other action taken in compliance
with  this  Pledge  Agreement  by  Lender  hereunder,  whether  directly  or  as
attorney-in-fact  pursuant to a power of attorney or other authorization  herein
conferred,  for the purpose of satisfaction of the Obligation shall be deemed an
Obligation  for all purposes of this Pledge  Agreement  and Lender may apply the
Collateral to payment of or reimbursement of itself for such liability.

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     Section 17.  Notices.  Any notice or other  communication  given  hereunder
shall be in  writing  and shall be sent by  registered  mail,  postage  prepaid,
overnight  courier or  personally  delivered or  facsimiles  to the recipient as
follows:

                  To Pledgor:

                           UGLY DUCKLING CAR SALES
                           AND FINANCE CORPORATION
                           2525 East Camelback Road
                           Suite 500
                           Phoenix, Arizona  85016
                           Attn: Jon D. Ehlinger
                           Facsimile:  (602) 852-6637

                           with a copy to:

                           SNELL & WILMER, L.L.P.
                           One Arizona Center
                           Phoenix, Arizona  85004-0001
                           Attention:  Timothy W. Moser
                           Facsimile:  (602) 382-6070


                  To Lender:

                           GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                           600 Steamboat Road
                           Greenwich, Connecticut  06830
                           Attention:  Ira J. Platt
                           Telephone: (203) 622-3882
                           Facsimile:   (203) 622-2090

                           with a copy to:

                           OFFICE OF THE GENERAL COUNSEL
                           GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                           600 Steamboat Road
                           Greenwich, Connecticut  06830
                           Telephone:  (203) 625-6065
                           Facsimile:    (203) 629-4640

                           with a copy to:

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<PAGE>


                           KIRKLAND & ELLIS
                           200 East Randolph
                           Chicago, Illinois 60601
                           Attention:  Kenneth P. Morrison
                           Telephone: (312) 861-2347
                           Facsimile:  (312) 861-2200

                  To UDC:

                           UGLY DUCKLING CORPORATION
                           2525 East Camelback Road
                           Suite 500
                           Phoenix, Arizona  85016
                           Attn:  Steven P. Johnson
                           Facsimile:  (602) 852-6696

                           with a copy to:

                           SNELL & WILMER, L.L.P.
                           One Arizona Center
                           Phoenix, Arizona  85004-0001
                           Attention:  Timothy W. Moser
                           Facsimile:  (602) 382-6070


     Section 18. General Provisions.

     (a)  The failure of Lender to exercise  or delay in  exercising  any right,
          power or remedy hereunder,  shall not operate as a waiver thereof, nor
          shall any single or partial exercise by Lender of any right,  power or
          remedy hereunder preclude any other or future exercise thereof, or the
          exercise of any other  right,  power or remedy.  The  remedies  herein
          provided are cumulative and are not exclusive of any remedies provided
          by law or any other agreement.

     (b)  The  representations,  covenants  and  agreements  of  Pledgor  herein
          contained shall survive the date hereof; provided,  however, that only
          Section 13 shall survive after the Final Date.


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<PAGE>


     (c)  Neither  this  Pledge  Agreement  nor  the  provisions  hereof  can be
          changed,  waived  or  terminated  unless  any such  change,  waiver or
          termination  shall be in writing,  signed by the parties hereto.  This
          Pledge Agreement shall be binding upon and inure to the benefit of the
          parties hereto, and their respective successors, legal representatives
          and  assigns.  If any  provision  of this  Pledge  Agreement  shall be
          invalid or  unenforceable in any respect or in any  jurisdiction,  the
          remaining  provisions  shall remain in full force and effect and shall
          be enforceable to the maximum extent permitted by law.

     (d)  This Pledge Agreement may be executed in  counterparts,  each of which
          shall  constitute an original but all of which,  when taken  together,
          shall constitute one instrument.

     (e)  THE VALIDITY OF THIS PLEDGE  AGREEMENT  AND THE OTHER LOAN  DOCUMENTS,
          THE CONSTRUCTION,  INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF,
          AND THE RIGHTS OF THE PARTIES  HERETO AND THERETO  WITH RESPECT TO ALL
          MATTERS  ARISING  HEREUNDER OR THEREUNDER  OR RELATED  HERETO SHALL BE
          DETERMINED  UNDER,  GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH THE
          LAWS OF NEW YORK.

     THE PARTIES  AGREE THAT ALL ACTIONS OR  PROCEEDINGS  ARISING IN  CONNECTION
WITH THIS  PLEDGE  AGREEMENT  MAY BE TRIED AND  LITIGATED  IN THE UNITED  STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. PLEDGOR,  COLLATERAL AGENT
AND LENDER WAIVE, TO THE EXTENT  PERMITTED UNDER  APPLICABLE LAW, ANY RIGHT EACH
MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO
THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

     THE PARTIES  HEREBY  WAIVE THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN  AGREEMENT
OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS,  BREACH OF DUTY CLAIMS,  AND ALL OTHER  COMMON LAW OR STATUTORY  CLAIMS.
BORROWER  AND  LENDER  REPRESENT  THAT EACH HAS  REVIEWED  THIS  WAIVER AND EACH
KNOWINGLY AND VOLUNTARILY  WAIVES ITS JURY TRIAL RIGHTS  FOLLOWING  CONSULTATION
WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,  A COPY OF THIS PLEDGE AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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<PAGE>




                  IN WITNESS  WHEREOF,  the  parties  hereto have  executed  and
delivered this Pledge Agreement on the date first above written.


                              UGLY DUCKLING CAR SALES AND FINANCE
                              CORPORATION, an Arizona corporation

                              By:               /S/ JON EHLINGER
                                                ----------------
                              Name:             Jon Ehlinger
                              Title:            Secretary



                              UGLY DUCKLING CORPORATION,
                              a Delaware corporation

                              By:               /S/ DONALD L. ADDINK
                                                --------------------
                              Name:             Donald L. Addink
                              Title:            Senior Vice President




                              GREENWICH CAPITAL FINANCIAL PRODUCTS,INC., 
                              a Delaware corporation


                              By:               /S/ IRA PLATT
                                                -------------
                              Name:             Ira Platt
                              Title:            Vice President



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