Amendment No. 11 to Amended and Restated Motor Vehicle Installment Contract
                           Loan and Security Agreement

         This   Amendment  is  entered   into  by  and  between  Ugly   Duckling
Corporation,  successor  in  interest to Ugly  Duckling  Holdings,  Inc.  ("Ugly
Duckling"),  a  Delaware  corporation;  Ugly  Duckling  Car  Sales  and  Finance
Corporation ("UDCSFC"),  an Arizona corporation formerly known as Duck Ventures,
Inc.;  Ugly Duckling  Credit  Corporation  ("UDCC")  formerly  known as Champion
Acceptance  Corporation,  an Arizona corporation;  Ugly Duckling Car Sales, Inc.
("Sales");   an  Arizona   corporation;   Champion  Financial   Services,   Inc.
("Champion"),  an Arizona  corporation;  Ugly Duckling Car Sales  Florida,  Inc.
("Car Sales  Florida"),  a Florida  corporation;  Cygnet  Financial  Corporation
("Cygnet"), a Delaware corporation;  Cygnet Support Services, Inc. ("Services"),
an Arizona corporation;  Cygnet Financial Services, Inc. ("Cygnet Services"), an
Arizona corporation;  Cygnet Financial Portfolio, Inc. ("Cygnet Portfolio"),  an
Arizona corporation;  Ugly Duckling Portfolio  Partnership,  L.L.P. ("UDPP"), an
Arizona  limited  liability  partnership;   Ugly  Duckling  Finance  Corporation
("UDFC"),  an  Arizona  corporation;  and Ugly  Duckling  Portfolio  Corporation
("UDPC") an Arizona corporation formerly known as Champion Portfolio Corporation
(all of the foregoing entities  collectively  referred to herein as "Borrower");
and General Electric Capital Corporation, a New York corporation ("Lender").

                                    RECITALS

         A.  Borrower  and Lender are parties to an Amended and  Restated  Motor
Vehicle Installment  Contract Loan and Security Agreement dated as of August 15,
1997, as amended by an  Assumption  and  Amendment  Agreement  dated October 23,
1997,  Amendment No. 1 dated December 22, 1997,  Amendment No. 2 dated September
9, 1998,  Amendment  No. 3 dated  January 18, 1999,  Amendment No. 4 dated as of
July 19, 1999,  Amendment  No. 5 dated August 16,  1999,  Amendment  No. 6 dated
August 27, 1999,  Amendment No. 7 dated November 30, 1999, Amendment No. 8 dated
December 7, 1999,  Amendment No. 9 dated  December 8, 1999, and Amendment No. 10
dated March 6, 2000 (the Amended and Restated Motor Vehicle Installment Contract
Loan  and  Security  Agreement  as so  amended  is  referred  to  herein  as the
"Agreement") pursuant to which Lender agreed to make Advances to Borrower on the
terms and conditions set forth in the Agreement.

         B.   Borrower and Lender desire to amend certain provisions of the
 Agreement pursuant to the terms set forth in this Amendment.

       In   consideration   of  the   premises   and  other  good  and  valuable
consideration,  the  receipt  of which  is  hereby  acknowledged  by each of the
parties hereto, the parties agree as follows:

         1.   Defined Terms. Unless otherwise specified herein, all capitalized
 terms used in this Amendment shall have the same meaning given to such term(s)
 in the Agreement.

         2.   Amendments to Agreement.  Effective as of the date hereof, the
 Agreement is hereby amended as follows.

                  a.) Loan Term: Right to Terminate. Section 2.3 of the
 Agreement is hereby amended in its entirety to read as follows:

         "Loan Term; Right to Terminate. Unless sooner terminated as hereinafter
         provided, this Agreement shall terminate without any notice requirement
         on June  30,  2001 if not  renewed  or  extended  by a  mutual  written
         agreement.  Upon the  occurrence  of an Event of  Default,  Lender may,
         without prior notice to Borrower, immediately terminate this Agreement.
         A  prepayment  in full  of the  Loan  shall  be a  termination  of this
         Agreement. Notwithstanding termination of this Agreement in any manner,
         the  Indebtedness  shall be payable in accordance  with this Agreement,
         and all rights and remedies  granted to Lender hereunder or pursuant to
         applicable  law shall  continue  until all  obligations  of Borrower to
         Lender have been fully paid and performed."

                  b.) Borrowing Base. The definition of Borrowing Base in
 Section 16.0 of the Agreement is deleted and replaced in its entirety as
 follows:

              Borrowing  Base: the amount equal to the lesser of (i) One Hundred
         Twenty-five   Million   Dollars   ($125,000,000.00)   minus   the  Loan
         Availability  Cap,  or (ii) an  amount  equal to (A) the  lesser of the
         Securitization  Net Proceeds  Percentage or sixty five percent (65%) of
         the Outstanding  Principal Balance of all Originated Eligible Contracts
         (but not to  exceed  one  hundred  fifteen  percent  (115%) of the NADA
         average  wholesale  Black  Book  value  for all such  Contracts  in the
         aggregate)  during the time they are  included  in the  Borrowing  Base
         pursuant  to Section  3.1;  plus (B)  eighty-six  percent  (86%) of the
         Outstanding  Principal Balance of all Champion Eligible  Contracts (but
         not to exceed one hundred seven percent (107%) of wholesale  Kelly Blue
         Book for all such Contracts in the aggregate)  during the time they are
         included  in the  Borrowing  Base  pursuant  to Section  3.1;  plus (C)
         seventy-five percent (75%) of the Outstanding  Principal Balance of all
         Seminole  Eligible  Contracts  during the time they are included in the
         Borrowing Base pursuant to Section 3.1; plus (D) the Inventory  Advance
         Value;  plus (E) during the term of the Dealer Contract  Facility,  the
         Dealer  Contract  Advance  Value;  plus (F) fifty  percent (50%) of the
         Outstanding  Principal Balance of all DCT Eligible Contracts during the
         time the DCT  Eligible  Contracts  are included in the  Borrowing  Base
         pursuant to Section 3.1. (G) forty and one-half  percent (40.5%) of the
         Outstanding  Principal Balance of all VAM Eligible Contracts during the
         time the VAM  Eligible  Contracts  are included in the  Borrowing  Base
         pursuant  to Section  3.1.  At Lender's  sole and  absolute  discretion
         following Borrower's request, Lender may agree to include Bulk Purchase
         Contracts  as part of the  Borrowing  Base  hereunder.  The  amount  of
         advance against Bulk Purchase  Contracts,  if any, shall be at Lender's
         sole and absolute discretion.  With respect to section (ii) (A) of this
         definition,  compliance with the parenthetical test based on Black Book
         values  shall be measured by Lender's  sample of 100 or more  Contracts
         and not on a Contract-by-Contract basis.

                  c.) Securitization Net Proceeds Percentage. The following
 definition is added to Section 16.0 of the Agreement in proper alphabetical
 order:

                  Securitization Net Proceeds  Percentage:  determined solely by
              Lender  according  to the  following  formula:  The  aggregate  of
              [(Total  Securitized  Pool  less  any  Securitization  Reductions)
              divided by Total Securitized Pool] minus [75 basis points (.75%)],
              with the  resulting  number  rounded to the  nearest  1/100th of a
              percent.

                  d.) Securitization Reductions. The following definition is
 added to Section 16.0 of the Agreement in proper alphabetical order:

                  Securitization   Reductions:   Reductions   from   the   Total
              Securitized  Pool  including  but not  limited to  reductions  for
              credit  enhancement  certificates  or notes,  initial  deposits to
              spread accounts,  plus to the extent the following "Fees" deducted
              from the closing  proceeds are greater the one percent  (1.00%) of
              the Total  Securitized  Pool,  placement  agent fees,  legal fees,
              insurer fees, and accounting fees.

                  e.) Total Securitized Pool. The following definition is added
 to Section 16.0 of the Agreement in proper alphabetical order:

                  Total Securitized Pool: The total dollar amount of the most
 recently closed securitization by Borrower.

         4. Incorporation of Amendment.  The parties acknowledge and agree that
this Amendment is incorporated into and made a part of the Agreement, the terms
and provisions of which, unless expressly modified herein, or unless no longer
applicable by their terms, are hereby affirmed and ratified and remain in full
force and effect.  To the extent that any term or provision of this Amendment is
or may be deemed expressly inconsistent with any term or provision of the
Agreement,  the terms and provisions of this Amendment shall control.  Each
reference to the Agreement shall be a reference to the Agreement as amended by
this Amendment. This Amendment, taken together with the unamended provisions of
the Agreement  which are affirmed and ratified by Borrower, contains the entire
agreement  among the parties regarding the transactions described herein and
supersedes all prior agreements, written or oral, with respect thereto.

         5.  Borrower Remains Liable. Borrower hereby confirms that the
Agreement and each document executed by Borrower in connection therewith
continueunimpaired and in full  force and  effect  and shall cover and secure
all of Borrower's existing and future obligations to Lender. Nothing contained
herein is intended,  nor shall be construed, to be a novation or an
accord and satisfaction  of  the  outstanding liabilities or any of
Borrower's other obligations to Lender.

         6.   Headings.  The paragraph headings contained in this Amendment are
 for convenience of reference only and shall not be considered a part of this
 Amendment in any respect.

         7.   Governing Law.  This Amendment shall be governed by and construed
 in accordance with the laws of the State of Arizona. Nothing herein shall
 preclude Lender from bringing suit or taking other legal action in any
 jurisdiction.

         8.  Execution in Counterparts.  This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF,  the undersigned have entered into this Amendment as of June
30, 2000.

GENERAL ELECTRIC CAPITAL
CORPORATION                                 UGLY DUCKLING CAR SALES, INC.

By: /S/JEFF BATKA                           By:  /S/GREGORY B. SULLIVAN
Title:  Account Executive                   Title:  President

UGLY DUCKLING CORPORATION
By:  /S/GREGORY B. SULLIVAN
Title: President





UGLY DUCKLING CAR SALES AND                 CHAMPION FINANCIAL SERVICES, INC.
FINANCE CORPORATION

By:     /S/GREGORY B. SULLIVAN              By: /S/GREGORY B. SULLIVAN
Title:  President                           Title: President

UGLY DUCKLING CAR SALES FLORIDA,            UGLY DUCKLING CREDIT
INC.                                        CORPORATION

By:   /S/GREGORY B. SULLIVAN                By:    /S/GREGORY B. SULLIVAN
Title:  President                           Title: President


CYGNET FINANCIAL CORPORATION

By: /S/GREGORY B. SULLIVAN
Title: President


CYGNET SUPPORT SERVICES, INC.

By: /S/GREGORY B. SULLIVAN
Title: President

CYGNET FINANCIAL SERVICES, INC.             CYGNET FINANCIAL PORTFOILIO, INC.

By: /S/GREGORY B. SULLIVAN                  By: /S/GREGORY B. SULLIVAN
Title: President                            Title: President


UGLY DUCKLING PORTFOLIO                     UGLY DUCKLING FINANCE CORPORATION
PARTNERSHIP, L.L.P.

By: /S/GREGORY B. SULLIVAN                  By: /S/GREGORY B. SULLIVAN
Title: President                            Title: President
UGLY DUCKLING PORTFOLIO
CORPORATION

By: /S/GREGORY B. SULLIVAN
Title: President

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