EXHIBIT 10.3




                           AMENDMENT TO LOAN AGREEMENT
                                 (Ugly Duckling)


         This Amendment is entered into as of this 22nd day of October,  1999 by
and among UGLY DUCKLING CORPORATION,  a Delaware corporation (the "Company") and
each lender signatory hereto (each, a "Lender" and collectively the "Lenders").

                                    RECITALS

         A. The Company and Lenders are parties to a Loan Agreement, dated as of
February  12, 1998 (the "Loan  Agreement")  pursuant to which the Lenders made a
loan to the Company in the original  principal amount of Fifteen Million Dollars
($15,000,000).

         B. The Company and Lenders  desire to amend the Loan  Agreement  on the
terms and conditions 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 terms in
the Loan Agreement.

         2. Amendment to Loan  Agreement.  Effective as of the date hereof,  the
definition of "Debt" in the Loan Agreement is amended in its entirety to provide
as follows:

                  "Debt" means any Obligation for borrowed money,  including the
         indebtedness  portion of any Capitalized Lease  Obligations;  provided,
         however, that the term "Debt" shall not include any amounts owed by any
         bankruptcy-remote    subsidiary   of   the   Company   via   associated
         securitization trusts to unaffiliated bondholders or certificateholders
         which are  included in the  Company's  on-book  liabilities  (including
         amounts owed to any bondholders or certificateholders  who may not have
         any legal recourse to any non-bankruptcy-remote subsidiaries).

         3. Incorporation of Amendment.  The parties  acknowledge and agree that
this Amendment is incorporated  into and made a part of the Loan Agreement,  the
terms and  provisions  of which are hereby  affirmed  and ratified and remain in
full force and effect,  except as amended hereby. To the extent that any term or
provision of this  Amendment is or may be deemed  inconsistent  with any term or
provision of the Loan  Agreement,  the terms and  provisions  of this  Amendment
shall control.  Each reference to the Loan Agreement shall be a reference to the
Loan Agreement as amended by this Amendment. This Amendment, taken together with


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the unamended  provisions of the Loan Agreement  which are affirmed and ratified
by the Company,  contains the entire  agreement among the parties  regarding the
transactions  described herein and supersedes all prior  agreements,  written or
oral, with respect thereto.

         4. Heading.  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.

         5. Governing Law. This Amendment  shall be governed by and construed in
accordance with the laws of the State of California.

         6. Assignments, Participation, Etc. Each Lender acknowledges that it is
currently a Lender under the Loan  Agreement,  that it has  authority to execute
and deliver this  Amendment and that it has not assigned any of its rights under
the Loan Agreement except to another Lender which is party to this Amendment.

         7.  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.

                   [Balance of Page Intentionally Left Blank]










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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.

                            UGLY DUCKLING CORPORATION


                              By:/S/ JON D. EHLINGER
                                     Jon D. Ehlinger
                              Secretary and General Counsel

                              Address for notices:
                              Ugly Duckling Corporation
                              2525 East Camelback Road
                              Suite 500
                              Phoenix, Arizona 85016
                              Attn: Steven P. Johnson
                              Senior Vice President and General Counsel
                              Telephone:  (602) 852-6605
                              Telecopy:  (602) 852-6696


                              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. SINNOTT
                              Name: Robert V. Sinnott
                              Title: Vice President

                              Address for notices:
                              1800 Avenue of the Stars, Suite 200
                              Los Angeles, CA 90067
                              Attn:
                              Telephone:  (310) 284-6483
                              Telecopy :  (310) 284-6444

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                              KAYNE ANDERSON NON-TRADITIONAL INVESTMENTS, L.P.

                              By:  Kayne Anderson Non-Traditional, L.P.
                                   Its: General Partner

                              By:  Kayne Anderson Investment Management, Inc.
                                   Its: General Partner

                              By:/S/ ROBERT V. SINNOTT
                              Name: Robert V. Sinnott
                              Title: Vice President

                              Address for notices:
                              1800 Avenue of the Stars, Suite 200
                              Los Angeles, CA 90067
                              Attn:
                              Telephone: (310) 284-6438
                              Telecopy:   (310) 284-6444


                              KAYNE ANDERSON OFFSHORE LIMITED
                              By:/S/ ROBERT V. SINNOTT
                              Name: Robert V. Sinnott
                              Title: Vice President

                              Address for notices:
                              1800 Avenue of the Stars, Suite 200
                              Los Angeles, CA 90067
                              Attn:
                              Telephone: (310) 284-6438
                              Telecopy:   (310) 284-6444
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                              GLACIER WATER SERVICES, INC.


                              By:/S/ W.D. WALTERS
                              Name: W. D. Walters
                              Title: Chief Financial Officer

                              Address for notices:
                              1800 Avenue of the Stars, Suite 200
                              Los Angeles, CA 90067
                              Attn:
                              Telephone: (310) 284-6438
                              Telecopy:   (310) 284-6444


                              FOREMOST INSURANCE COMPANY

                              By: /S/ JANICE L. HUISKEN
                              Name: Janice L. Huisken
                              Title: Cash & Investment Manager

                              Address for notices:
                              1800 Avenue of the Stars, Suite 200
                              Los Angeles, CA 90067
                              Attn:
                              Telephone: (310) 284-6438
                              Telecopy:   (310) 284-6444


                              TOPA INSURANCE COMPANY


                              By: /S/ DAN SHERRIN
                              Name: Dan Sherrin
                              Title:Vice President, Chief Financial Officer

                              Address for notices:
                              1800 Avenue of the Stars, Suite 200
                              Los Angeles, CA 90067
                              Attn:
                              Telephone: (310) 284-6438
                              Telecopy:   (310) 284-6444