AMENDED AND RESTATED
                             EMPLOYMENT AGREEMENT

<TABLE>
<CAPTION>

<S>                                     <C>
AGREEMENT DATE:                         AUGUST 1, 1997


DV:                                     DUCK VENTURES, INC.
                                        AN ARIZONA CORPORATION
                                        2525 EAST CAMELBACK ROAD, SUITE 1150
                                        PHOENIX, ARIZONA  85016


ADDINK:                                 DONALD L. ADDINK
                                        2833 EAST HILLARY DRIVE
                                        PHOENIX, ARIZONA  85032
                                        SOCIAL SECURITY NO. ###-##-####

</TABLE>


                                   RECITALS
                                   --------

     The parties acknowledge that the following recitals are true, correct and
a  material  part  of  this  Amended  and  Restated Employment Agreement (this
"Agreement"):

     1.          DV  is  an  Arizona corporation wholly owned by Ugly Duckling
Corporation  ("UDC").

     2.      DV owns companies engaged in sales and financing of used vehicles
(the  "Vehicle  Businesses").

     3.       One or more affiliates of UDC ("Affiliates") may engage in other
businesses  from  time  to  time  affiliated  with  the  Vehicle Business (the
"Affiliate  Businesses").

     4.          Addink has professional expertise and experience in financial
analysis,  financial  investments,  business  operations,  insurance and other
commercial  activities  and  seeks  to  use  his  professional  expertise  and
experience  as  a  full-time  employee  of  DV  for the benefit of the Vehicle
Businesses  and  the  Affiliate  Businesses.

     5.          This  Agreement  amends and restates the Employment Agreement
between  DV  and  Addink  dated  June  1,  1995  (the  "Prior  Agreement").

     NOW,  THEREFORE,  in  consideration of the covenants, representations and
warranties  of  the  parties  stated  herein,  the performances of the parties
required  hereby  and  the benefits to be obtained by the parties herefrom, DV
and Addink mutually agree and expressly intend to be legally bound as follows:


<PAGE>78
SECTION  1.    EMPLOYMENT.
-------------------------

     Commencing  as  of  the  Agreement  Date,  DV  shall  employ  Addink on a
full-time  basis  to  render  the  services  required  by  this Agreement (the
"Services"). Addink shall render the Services on a full-time basis faithfully,
promptly  and  professionally  as  a  full-time  employee  of DV. All Services
rendered  by  Addink  as  a full-time employee of DV shall be rendered for the
benefit  of  DV,  the  Insurance  Business  and  Vehicle  Businesses.  Addink
represents  and  warrants  unto  DV that he has not entered into any agreement
that  would  prohibit  or  prevent  Addink  from  rendering  the  Services.

SECTION  2.    OBLIGATIONS  OF  ADDINK.
--------------------------------------

     2.1       SERVICES.  The Services rendered by Addink shall be rendered to
               --------
the  best  of  Addink's  ability,  utilizing all of his experience, knowledge,
talents  and  ingenuity. All Services shall be rendered in compliance with all
applicable  laws,  the highest standards of ethics and the instructions of the
board  of  directors  of DV or UDC and or officers of DV or UDC (collectively,
the  "Board").  The Services to be  rendered by Addink include, but may not be
limited  to,  the  following:

     2.1.1          OFFICES.  Addink  shall serve as the Vice President-Senior
                    -------
Analyst  of  UDC  and shall serve as an officer of the Affiliates from time to
time  as  requested  by  the  Board.

     2.1.2      VEHICLE BUSINESSES. Addink shall perform and provide financial
                ------------------
analysis, investment and operations advice and other assistance to the Vehicle
Businesses.  Addink  shall  advise  the  Board on actions that can be taken to
improve  the profitability of the Vehicle Businesses. Addink shall execute and
perform  all  directives  and  orders  of  the  Board  regarding  the  Vehicle
Businesses.

     2.1.3          AFFILIATE  BUSINESSES.  Addink  shall  perform and provide
                    ---------------------
financial  analysis,  investment and operations advice and other assistance to
the  Affiliate  Businesses. Addink shall advise the Board and or the owners of
the  Affiliates,  on actions that can be taken to improve the profitability of
the  Affiliate  Businesses.

     2.1.4     OTHER.  Addink shall perform and provide all other services and
               -----
duties  customarily  performed  and  provided  by an executive of a commercial
enterprise  and  all  other  services  and  duties  required  by  the  Board.

     2.2       RESTRICTIONS.  Addink acknowledges that as an executive officer
               ------------
of  the  Insurance Business he shall have the authority to act on behalf of DV
and  to  thereby  incur  obligations,  debts  and liabilities on behalf of DV.
Notwithstanding  such  authority, Addink shall not execute any contract, incur
any  debt  or  incur  any  other  liability on behalf of DV unless the same is
either in the ordinary course of the Insurance Business or is first authorized
by  the  Board.  Addink shall not make any misrepresentations to any person or
entity  regarding  DV,  UDC, the Insurance Business, the Vehicle Businesses or
Addink's  authority.  Addink acknowledges that the Board may from time to time
establish  budgets,  policies  and  other  regulations regarding the Insurance
Business  and  Vehicle  Businesses.  Addink  shall  at  all  times perform the
Services in compliance with such budgets, policies and regulations established
by  the  Board.

SECTION  3.    DV  OBLIGATIONS.
-------------------------------

     DV  shall  provide  the  following  to  Addink for use and utilization by
Addink in connection with, in support of, and for the benefit of, the Services
of  Addink.

     3.1      OFFICE.  DV shall maintain an office in the Phoenix metropolitan
              ------
area  and all equipment, supplies, furniture and fixtures as may be reasonably
required  by  Addink  to  perform  the  Services  (the  "Office").

     3.2       PERSONNEL.  DV  shall employ or retain such personnel as may be
               ---------
reasonably required by Addink to perform the Services and shall be responsible
for  the  compensation  thereof  (the  "Personnel").

     3.3     INSURANCE.  DV shall maintain such general liability and casualty
             ---------
insurance  as  may  be  reasonably  required by and available to the Insurance
Business and Vehicle Businesses. DV shall also maintain insurance coverage for
the  errors  and  omissions  of the directors and officers of DV or any of its
affiliates. DV shall indemnify Addink for liabilities incurred by Addink as an
officer  or  employee  in  accordance  with  the  Articles  and  Bylaws of DV.

     3.4         OTHER.  DV shall provide other items and services that may be
                 -----
requested  by Addink and that are reasonably required by Addink to perform the
Services.

SECTION  4.    COMPENSATION.
---------------------------

     During the term of this Agreement and not thereafter, DV shall compensate
Addink  for  the  Services  rendered  by  Addink pursuant to this Agreement by
paying  and  providing  to  Addink  the  following:

     4.1         SALARY.  Addink shall receive an annual salary of One Hundred
                 ------
Sixty  Five Thousand Dollars ($165,000.00) (the "Salary"). The Salary shall be
payable in arrears in regularly scheduled installments commencing on the first
regular  payday  after the Agreement Date. The Salary shall be payable only as
it  is  earned  and upon termination or expiration of this Agreement no Salary
shall  be  payable  thereafter.

     4.2     BONUS.  On the Agreement Date Addink shall receive a bonus of Ten
             -----
Thousand  Dollars  ($10,000.00)  (the  "Bonus").

     4.3        INSURANCE BENEFITS.  On the Commencement Date, Addink shall be
                ------------------
insured by and included in the group medical insurance policy maintained by DV
for its full time employees (the "Insurance Benefits"). All Insurance Benefits
shall  be  provided  under  the  terms  and  conditions stated in the policies
therefor  and  all  deductibles,  co-payments  and  other  charges  payable by
<PAGE>80
employees  insured thereunder shall be paid by Addink without reimbursement by
DV.

     4.4         VACATION DAYS.  Addink may be absent from the Offices and not
                 -------------
perform  Services for fifteen (15) business days during 1997 and each calendar
year  thereafter,  whether  said absence is for vacation, personal business or
any  other purposes ("Vacation Days"). Vacation Days not taken in one calendar
year shall not accumulate and shall not be taken in a subsequent calendar year
and  no  compensation shall be payable to Addink at any time for Vacation Days
not  taken.

     4.5     EXPENSES.  DV shall reimburse Addink for reasonable and necessary
             --------
expenses  incurred  by Addink in performing the Services, including payment of
professional  organization  membership  dues  and  the  cost  of the attending
meetings  of  such  organizations  as required to maintain Addink's continuing
education requirements, knowledge and expertise in the insurance industry. All
such  expenses  shall  be  reimbursed  in  accordance  with  DV's  expense
reimbursement  policies.

     4.6     WITHHOLDINGS.  All installments of the Salary and all other funds
             ------------
paid  to  Addink pursuant to this Section 4, shall have withheld therefrom all
federal  and  state  income taxes and all other amounts that DV is required by
law  to  withhold.

     4.7       UDC OPTIONS. Addink was granted and Addink now holds options to
               -----------
acquire  100,000 shares of common stock of UDC (the "UDC Options") pursuant to
UDC's long term incentive stock option plan (the "Plan"). The UDC Options were
granted on the following dates, in the following amounts and for the following
exercise  prices:

<TABLE><CAPTION>
                <S>             <C>            <C>
                June, 1995 . .  58,000 shares  $ 1.72/share
                June, 1996 . .  25,000 shares  $ 6.75/share
                December, 1996  17,000 shares  $17.69/share
</TABLE>

As  an  additional  benefit to Addink pursuant to this Agreement, the terms of
the  award to Addink of the UDC Options are hereby amended to provide that the
UDC  Options  shall  be  fully  vested  on  the  following  dates:

                 June, 1995 UDC Options vest on Agreement Date
                 June, 1996 UDC Options vest on January 15, 1998
                 December, 1996 UDC Options vest on Agreement Date

The  foregoing shall not effect any other options to acquire any securities of
UDC now held by Addink or hereafter acquired by Addink. Neither DV nor UDC nor
any  of  their  respective shareholders, directors, officers or employees make
any  representation  or  warranty  of  any kind regarding the value of the UDC
Options  or  the  value  of  the  common  stock of UDC that may be acquired by
exercise  of  the  UDC  Options.

<PAGE>81
SECTION  5.    TERM  AND  TERMINATION.
-------------------------------------

     5.1     TERM.  This Agreement shall commence as of the Agreement Date and
             ----
shall  expire on May 31, 2000 (the "Expiration Date"), unless terminated prior
thereto.  Neither  party  has any obligation to extend this Agreement upon its
expiration.  If  a  party  does not intend to extend this Agreement beyond the
Expiration  Date,  then said party shall notify the other of its intention not
to extend by delivery of written notice thereof thirty (30) or more days prior
to the Expiration Date. If neither party gives written notice of its intention
not  to  extend  this  Agreement,  then  this Agreement shall automatically be
extended  and  continued  on  a  month-to-month basis and may be terminated by
either  party at any time effective thirty (30) days after delivery of written
notice  of  termination.

     5.2        TERMINATION BY ADDINK.  Addink may terminate this Agreement at
                ---------------------
any  time, with or without cause, by delivery of written notice of termination
to DV thirty (30) or more days prior to the effective date of the termination.
DV shall continue to pay the Salary and provide Insurance Benefits during said
thirty  (30)  day  period but may suspend Addink from his position at any time
during  said  thirty (30) day period.  If Addink terminates this Agreement all
of  Addink's  rights under this Agreement shall terminate except for the right
to  receive  the  Salary  and  Insurance  Benefits during said thirty (30) day
period  and Addink shall not receive nor be entitled to receive any additional
or  other  benefits  after Addink's delivery of written notice of termination.

     5.3       TERMINATION BY DV.  DV may terminate this Agreement as follows:
               -----------------

     5.3.1         TERMINATION WITHOUT CAUSE.  DV may terminate this Agreement
                   -------------------------
immediately  or  at any time, and without cause, by delivery of written notice
to  Addink on, or at any time prior to, the effective date of the termination.
If  DV  terminates this Agreement without cause, then DV shall continue to pay
the  Salary  to  Addink  for  twelve (12) months after the termination of this
Agreement,  but not beyond the Expiration Date. The continuation of the Salary
for  a  limited  time  after  termination  of  this Agreement pursuant to this
Section  5.3.1  shall  constitute  a  severance  or  termination  fee  (the
"Termination  Fee")  and  shall  be  the  exclusive  remedy  of Addink for the
termination  of the Agreement by DV without cause. In the event of termination
of this Agreement pursuant to this Section 5.3.1, Addink shall not receive nor
be  entitled  to  any additional benefits from and after the effective date of
termination  of  this Agreement. No Termination Fee shall be payable to Addink
in  the  event  of the expiration or termination of this Agreement pursuant to
Section  5.1,  the termination of this Agreement by Addink pursuant to Section
5.2 or in the event of termination of this Agreement by DV pursuant to Section
5.3.2  or  5.3.3.

     5.3.2     TERMINATION WITH CAUSE.  Notwithstanding any other provision of
               ----------------------
this  Agreement,  if  any  of  the  following  events or actions occur, DV may
immediately  terminate  this  Agreement  by  delivery  of  written  notice  of
termination  to Addink and no Termination Fee shall be payable in the event of
termination  pursuant  to  this  Section  5.3.2:

     5.3.2.1    Addink  commits  any  fraud,  embezzlement  or  other  act  of
dishonesty,  commits  any  criminal  act, makes any material misrepresentation
<PAGE>82
regarding  DV,  UDC,  the  Vehicle  Businesses  or  the  Affiliate Businesses.

     5.3.2.2    Addink  knowingly  violates  any  laws,  rules  or regulations
applicable  to  the  Vehicle  Businesses  or  Affiliate  Businesses.

     5.3.2.3  Addink  engages  in  any  conduct  or action that materially and
personally  harms  or threatens to materially and personally harm any employee
or  customer  of  DV,  UDC  or  their  affiliates, the Vehicle Businesses, the
Affiliate  Businesses or any person with whom DV, UDC or their affiliates, the
Vehicle  Businesses  or  the  Affiliate  Businesses  is  involved  with.

     5.3.2.4    Addink  breaches any of the covenants made in Section 6 hereof
and DV, UDC, the Vehicle Businesses or the Affiliate Businesses are materially
harmed  or  damaged  as  a  result  of  Addink's  breach.

     5.3.2.5    The  death  of  Addink.

     5.3.3        DISABILITY. If Addink is unable to perform the Services on a
                  ----------
full-time  basis  for  sixty  (60) days, whether due to illness, injury or any
other  physical  or mental condition, then Addink shall be deemed disabled. In
such event, DV may then reduce the Salary to Five Thousand Dollars ($5,000.00)
per month until Addink is able to perform the Services on a full-time basis in
the  same  manner  as  prior to being disabled. If Addink remains disabled for
sixty  (60)  days  such  that Addink has not fully performed the Services on a
full-time  basis  for a total of one hundred twenty (120) days, then DV may at
any  time  terminate this Agreement and no Termination Fee shall be payable in
the  event  of termination pursuant to this Section 5.3.3.  This Section 5.3.3
is  not intended to effect any disability benefits that Addink may be entitled
to  under  any governmental or private disability benefits program but DV does
not  make  any  representations  or  warranties  regarding  the effect of this
Section  5.3.3  on  any  governmental  or private disability benefits program.

     5.4     EFFECT OF TERMINATION.  If this Agreement is terminated, DV shall
             ---------------------
have  no  obligation  to Addink except for the payment of Salary and Insurance
Benefits  earned prior to the effective date of the termination and payment of
the  Termination  Fee,  if a Termination Fee is payable in connection with the
termination.  If this Agreement is terminated, Addink shall not be entitled to
any  additional  Salary, Insurance Benefits, Vacation Days or other amounts or
benefits other than those earned and received by Addink prior to the effective
date  of  the  termination,  and  the  Termination Fee if a Termination Fee is
payable  in  connection  with  the  termination.  Notwithstanding  any  other
provision  of  this  Agreement,  upon  termination of this Agreement by Addink
pursuant to Section 5.2 or by DV pursuant to Sections 5.3.1 or 5.3.3, and upon
the death of Addink, any UDC Options not then fully vested shall automatically
be fully vested and may be exercised by Addink or his heirs at any time within
fifteen  (15)  months  following  the  termination  or  death.

SECTION  6.    CONFIDENTIALITY,  BUSINESS  PROPERTY  AND  NON-COMPETITION.
-------------------------------------------------------------------------

     6.1        CONFIDENTIALITY.  Addink acknowledges that certain information
                ---------------
regarding  DV,  UDC and their affiliates, the Vehicle Businesses and Affiliate
Businesses  may  be business secrets and that the confidentiality thereof is a
valuable  right  of  DV.    At  all  times  during  and after the term of this
Agreement,  Addink  shall use his best efforts to maintain the confidentiality
of  such information. At all times during and after the term of this Agreement
<PAGE>83
Addink  shall  not  knowingly  or  intentionally  disclose such information to
persons  not  authorized to receive such information without the prior written
consent  of  the  Board, unless the disclosure is either required by law or is
made  in  the  ordinary  course  of  business.

     6.2         BUSINESS PROPERTY.  Addink acknowledges that all tangible and
                 -----------------
intangible  property  of  DV,  UDC  and  their  affiliates  and  the  Vehicle
Businesses, including, but not limited to, records, files, data, contracts and
information  regarding  employees  and  customers belong exclusively to DV and
Addink  shall  not  own  nor  acquire any interest therein. Upon expiration or
termination  of  this Agreement, all such property in the possession of Addink
shall  be  immediately  surrendered  and  returned  to  the  Office.

     6.3          NON-COMPETITION.
                  ---------------

     6.3.1         DURING AGREEMENT.  During the term of this Agreement Addink
                   ----------------
shall  not  render  any  services to any person or entity in any business that
competes  with  DV,  UDC  or  their  affiliates, the Vehicle Businesses or the
Affiliate  Businesses  without  the prior written consent of the Board. During
the  term  of  this  Agreement  Addink  shall  not engage in any activity that
conflicts  or  interferes with, impedes or hampers Addink's performance of the
Services  required  by  this  Agreement  on  a  full-time  basis  or  that  is
prejudicial  or harmful to DV, UDC or their affiliates, the Vehicle Businesses
or  the  Affiliate  Businesses.

     6.3.2      AFTER AGREEMENT.  For thirty (30) days after the expiration or
                ----------------
termination  of  this  Agreement, Addink shall not, directly or indirectly, be
employed  by,  provide  any services to, or hold any interest in, any business
that competes with the Vehicle Businesses or Affiliate Businesses.  For twelve
(12)  months  after  the  expiration  or termination of this Agreement, Addink
shall  not  communicate  with the owners, operators, employees or customers of
DV,  UDC  or  their  affiliates,  the  Vehicle  Businesses  or  the  Affiliate
Businesses  for the purpose of inducing such persons to terminate or not renew
their  relations  with  DV, UDC or their affiliates, the Vehicle Businesses or
the  Affiliate  Businesses.  Addink  acknowledges that the covenants of Addink
stated  in  this  Section  6.3.2  are  fair,  reasonable  and  appropriate.

     6.4     ENFORCEMENT.  Addink acknowledges that DV will incur substantial,
             -----------
irreparable,  immediate  and continuing harm if any of the covenants of Addink
stated  in  this  Section  6 are violated and that monetary awards will not be
adequate  remedies  for  the  violations.   Therefore, Addink acknowledges and
agrees that equitable remedies may be sought and obtained by DV including, but
not  limited  to,  temporary and permanent restraining orders and injunctions.


SECTION  7.  GENERAL  PROVISIONS.
--------------------------------

     7.1        NOTICES.  All notices and communications hereunder shall be in
                -------
writing  and  shall  be  given  by  personal  delivery  or mailed first class,
registered  or  certified  mail, postage prepaid, and shall be deemed received
upon  the  earlier of actual delivery or three (3) business days after deposit
in  the  United  States  Mail.    Notices to the parties shall be delivered or
mailed  to  the  addresses  set  forth  in  this  Agreement.
     7.2     TIME.  Time is of the essence of this Agreement.  However, if any
             ----
action  is  required  to  be taken on a Saturday, Sunday or legal holiday, the
action  shall  be  deemed  timely  taken  if  it  is taken on the next regular
business  day.

     7.3          LAW.    This Agreement shall be governed by and construed in
                  ---
accordance  with  the  laws  of  the  State  of Arizona. Any action brought in
connection with this Agreement shall be brought and prosecuted in a federal or
state  court  of  competent  jurisdiction  in  Arizona.

     7.4          LIABILITY  OF AFFILIATES.  The parties acknowledge that this
                  ------------------------
Agreement  is  made  exclusively  between  DV  and Addink and that neither the
shareholders,  directors,  officers,  employees  or agents of DV, UDC or their
affiliates,  shall  have any liability under this Agreement of any kind at any
time.

     7.5       NEGOTIATIONS AND INTEGRATION.  The terms and provisions of this
               ----------------------------
Agreement represent the results of extensive negotiations between the parties.
Each  party  has  obtained,  or  had  the opportunity to obtain, the advice of
independent legal counsel. The terms and provisions of this Agreement shall be
interpreted  and  construed  in  accordance  with  their  usual  and customary
meanings.  All understandings and agreements between the parties are merged in
this  Agreement  which  alone  fully and completely expresses their agreement.
This Agreement is entered into after full investigation, neither party relying
upon  any statements or representations made by the other not embodied in this
Agreement.  This  Agreement  supersedes  all  prior  employment between DV and
Addink  and  all  personnel  policies  of  DV.

     7.6     ASSIGNMENT AND MODIFICATION.  This Agreement may not be assigned,
             ---------------------------
delegated  or  subcontracted  at  any  time.  DV shall not merge, liquidate or
distribute  substantially  all of its assets without the prior written consent
of Addink, which consent will not be unreasonably withheld. This Agreement may
not  be  changed  orally,  but  only by an agreement in writing, signed by the
parties.  The  parties  shall  execute all amendments and restatements of this
Agreement  recommended  by  counsel  to  DV,  provided  such  amendments  and
restatements  do  not  substantially  modify  nor  adversely affect any of the
material  provisions  of  this  Agreement.

     7.7     SEVERANCE.  If any provision of this Agreement or the application
             ---------
of  such  provision  to  any person or circumstance shall be held invalid, the
remainder  of  this Agreement, or the application of such provision to persons
or  circumstances  other than those to which it was held invalid, shall not be
effected  thereby.

     7.8     SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon the
             ----------------------
parties hereto, their successors and assigns. However, nothing herein shall be
deemed to permit assignment except in strict accordance with the provisions of
this  Agreement.

     7.9         COUNTERPARTS. This Agreement may be executed in counterparts,
                 ------------
each  of  which  shall  be deemed an original, but all of which together shall
constitute  one  and  the  same  Agreement.
     IN WITNESS WHEREOF, the parties hereby acknowledge their receipt, review,
understanding  and  acceptance  of every provision of this Agreement as of the
dates  stated  below,  effective  as  of  the  Agreement  Date.

DV:                                             Duck Ventures, Inc.,
an  Arizona  corporation

                              By:          /s/  Ernest  C.  Garcia  II
                              Name:             Ernest  C.  Garcia  II
                              Its:              President
                              Date:             August  1,  1997

UDC:                                            In approval of Section 4.6,
Ugly  Duckling  Corporation,
a  Delaware  corporation

                              By:          /s/  Ernest  C.  Garcia  II
                              Name:             Ernest  C.  Garcia  II
                              Its:              CEO
                              Date:             August  1,  1997


Addink:                                    /s/  Donald L. Addink
                                                Donald  L.  Addink
                              Date:             August  1,  1997
































DV.PM:ADDINK.DOC