GREENWICH CAPITAL

November 9, 2001


Mr. Greg Sullivan
Chief Executive Officer
Ugly Duckling Corporation
4020 East Indian School Road
Phoenix, AZ 85018

Dear Greg:

By execution of this letter and upon receipt of a $10,000 waiver fee,  Greenwich
Capital  Financial  Products,  Inc.  ("Greenwich")  hereby  grants Ugly Duckling
Corporation  and its  related  subsidiaries  a waiver of the  Cashflow  Interest
Coverage  Ratio  contained in Section  7.15(c) of the Ugly Duckling  Corporation
Master Loan and Security  Agreement dated April 13. 2001 (the  "Agreement")  for
the quarter ended September 30, 2001.

Except as expressly amended hereby, the Agreement shall remain in full force and
effect  in  accordance  with  its  terms,  without  any  waiver,   amendment  or
modification of any provision thereof.

Sincerely,

GREENW1CH CAPITAL FINANCIAL PRODUCTS, INC.


/S/ IRA J. PLATT
    ----------------------------------------------------------
Ira J. Platt
Senior Vice President












Greenwich  Capital  Financial  Products.  Inc.  600  Steamboat  Road  Greenwich,
Connecticut 06830 Telephone {203) 62S-2100