UGLY DUCKLING CORP
CUSTODIAL AGREEMENT - GREENWICH
<DOCUMENT>
<TYPE>EX-10.28(B)
<SEQUENCE>20
<FILENAME>0020.txt
<DESCRIPTION>CUSTODIAL AGREEMENT - GREENWICH
<TEXT>


================================================================================

                               CUSTODIAL AGREEMENT

                           ---------------------------

                           Dated as of April ___, 2001

                           ---------------------------


                            BNY MIDWEST TRUST COMPANY
                                  as Custodian
                           UGLY DUCKLING CORPORATION,
                 UGLY DUCKLING CAR SALES & FINANCE CORPORATION,
                        UGLY DUCKLING CREDIT CORPORATION,
                         UGLY DUCKLING CAR SALES, INC.,
                   UGLY DUCKLING CAR SALES FLORIDA, INC., and
                        UGLY DUCKLING FINANCE CORPORATION
                                   as Borrower

                                       and

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                                    as Lender

================================================================================

<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                               PAGE
<S>         <C>                                                                                                <C>
Section 1      Definitions and Accounting Matters.................................................................1
     1.01   Certain Defined Terms.................................................................................1
     1.02   Construction..........................................................................................6

Section 2      Delivery of Contract Delivery Documents by Borrower................................................6
     2.01   Delivery of Contract Delivery Documents...............................................................6
     2.02   Electronic Transmission of Contract Delivery Schedule.................................................7
     2.03   Limited Exception for Applications for Title..........................................................7

Section 3      Trust Receipts and Exception Reports Issued by Custodian...........................................7
     3.01   Receipt and Inspection of Contract Delivery Documents.................................................7
     3.02   Delivery of Trust Receipt.............................................................................8
     3.03   Delivery of Contract Summary Report...................................................................8
     3.04   Cumulative Custodial Report...........................................................................8
     3.05   Master Custodial Report and Master Exception Report...................................................8
     3.06   Reliance by Lender Generally..........................................................................9

Section 4      Obligations of the Custodian.......................................................................9

Section 5      Release to Lender..................................................................................9

Section 6      Delivery to Servicer or Borrower...................................................................9
     6.01   Copies of Contract Delivery Documents.................................................................9
     6.02   Original Contract Delivery Documents.................................................................10
     6.03   Lender Approval......................................................................................11
     6.04   Return of Contract Delivery Documents................................................................11
     6.05   Responsibility for Lost or Damaged Documents.........................................................11

Section 7      Fees of Custodian.................................................................................11

Section 8      Examination of Custodial Contract Files...........................................................11

Section 9      No Adverse Interest of Custodian..................................................................12

Section 10     Certain Matters Affecting the Custodian...........................................................12
     10.01  Limitations on Duties................................................................................12
     10.02  Acknowledgement of Sun Loan Agreement................................................................12
     10.03  Limitations on Liability.............................................................................12
     10.04  Reliance on Information..............................................................................12
     10.05  Certification of Factual Matters.....................................................................13
     10.06  Opinion of Counsel...................................................................................13
     10.07  Indemnification by Borrower..........................................................................13
     10.08  Not Required to Risk Funds...........................................................................13
     10.09  Agents and Representatives...........................................................................14
     10.10  Mergers and Consolidations...........................................................................14

Section 11     Termination.......................................................................................14
     11.01  Termination by Lender or Custodian...................................................................14
     11.02  Court Ordered Sale...................................................................................14
     11.03  Custodial Agreement Termination......................................................................15
     11.04  Failure to Appoint Successor Custodian...............................................................15

Section 12     Miscellaneous.....................................................................................15
     12.01  Waiver...............................................................................................15
     12.02  Counterparts.........................................................................................15
     12.03  Governing Law........................................................................................15
     12.04  Notices..............................................................................................15
     12.05  Further Assurances...................................................................................16
     12.06  Successors and Assigns...............................................................................16
     12.07  Amendments...........................................................................................16
     12.08  Headings.............................................................................................16
</TABLE>

EXHIBITS

Exhibit A.........Custodian Fee Schedule
Exhibit B-1.......Request for Release and Receipt
Exhibit B-2.......Schedule of Documents
Exhibit C-1.......Officer's Certificate and Request for Release
Exhibit B-2.......Schedule of Terminated Contracts
Exhibit E.........Trust Receipt
Exhibit E.........Review Criteria for Custodian
Exhibit F.........Data Fields for Master Custodial Report
Exhibit G.........Contract Summary Report
Exhibit H.........Loan Agreement


<PAGE>

                               CUSTODIAL AGREEMENT

     This CUSTODIAL AGREEMENT ("Custodial Agreement") is entered into as of this
__ day of April 2001,  by and between BNY  Midwest  Trust  Company,  an Illinois
corporation (the  "Custodian"),  Greenwich Capital Financial  Products,  Inc., a
Delaware  corporation  (the  "Lender"),  Ugly Duckling  Corporation,  a Delaware
corporation ("Ugly Duckling"),  Ugly Duckling Car Sales and Finance Corporation,
an Arizona corporation ("UDCSFC"),  Ugly Duckling Credit Corporation, an Arizona
corporation  ("UDCC"),  Ugly Duckling Car Sales,  Inc.,  an Arizona  corporation
("Car  Sales"),  Ugly Duckling Car Sales  Florida,  Inc., a Florida  corporation
("Car  Sales  Florida")  and  Ugly  Duckling  Finance  Corporation,  an  Arizona
corporation ("UDFC") (Ugly Duckling,  UDCSFC, UDCC, Car Sales, Car Sales Florida
and  UDFC  are  collectively  referred  to  herein  as the  "Borrower";  UDCC is
sometimes  referred  to  herein as the  "Servicer";  and Car Sales and Car Sales
Florida are sometimes referred to herein as the "Originators").

                                    RECITALS

     The  Borrower  and the Lender are parties to that  certain  Master Loan and
Security Agreement,  dated as of April , 2001 (the "Loan Agreement"),  a copy of
which is  attached  hereto as Exhibit H.  Pursuant  to the Loan  Agreement,  the
Lender will make loans to Borrower  which loans will be secured by,  among other
things, Contract Delivery Documents.

     The Lender desires to have the Custodian  take  possession on behalf of and
for the sole  benefit of the  Lender's  security  interest  pursuant to the Loan
Agreement,  of the Contract  Delivery  Documents listed on the Contract Delivery
Schedule delivered under this Custodial Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,   in  consideration  of  the  mutual  undertakings  herein
expressed, the parties hereto hereby agree as follows:

     Section 1 Definitions and Accounting Matters

     1.01 Certain  Defined  Terms.  Certain  capitalized  terms are used in this
Custodial  Agreement with the specific  meanings defined below in this Section 1
or in other provisions of this Custodial  Agreement.  Capitalized terms used and
not defined  herein  shall have the  meanings  assigned to such term in the Loan
Agreement  attached  hereto as Exhibit G. All terms defined in this Section 1 or
in other  provisions of this Custodial  Agreement in the singular shall have the
same meanings when used in the plural and vice versa.

     "Acquired  Contracts"  shall have the meaning  ascribed to such term in the
Loan Agreement.

     "Affiliate"  shall  have  the  meaning  ascribed  to such  term in the Loan
Agreement.

Page 1
<PAGE>

     "Application  for Title" shall mean with respect to each Financed  Vehicle,
the  application  for a title  submitted  by the  Originator  (or in the case of
Acquired Contracts,  the selling Dealer) to the department of motor vehicles, or
other appropriate  government body of the state in which the Financed Vehicle is
to be registered  showing the Contract Debtor as owner,  with either notation of
the  Borrower's  first  lien or such other  status  indicated  thereon  which is
necessary to perfect  Borrower's  security interest in the Financed Vehicle as a
first priority  interest,  and showing no other actual or possible lien interest
in the Financed Vehicle.

     "Assignment"  shall  have the  meaning  ascribed  to such  term in the Loan
Agreement.

     "Authorized  Representative"  shall mean each of one or more individuals so
designated  by the  Lender in a  written  certificate  signed  by a  Responsible
Officer  and  delivered  to the  Custodian  and setting  forth such  individuals
specimen  signature.  From time to time,  the Lender may, by  delivering  to the
Custodian a written  certificate  signed by a  Responsible  Officer,  change the
individuals designated as Authorized Representatives, and the Custodian shall be
entitled to rely conclusively on the then current certificate until receipt of a
superseding certificate.  The Authorized  Representatives on the date hereof and
until changed  pursuant to this Custodial  Agreement are set forth on Schedule 1
attached hereto.

     "Borrowing  Base  Inclusion  Date"  shall mean,  with  respect to a Pledged
Contract,  the first date on which the Borrower wishes to obtain an Advance from
the Lender based on a Borrowing  Base  Certificate  which  includes such Pledged
Contract as an Eligible Contract.

     "Business  Day" shall mean any day other than (i) a Saturday or Sunday,  or
(ii) a day in which the New York Stock Exchange, the Federal Reserve Bank of New
York or the Custodian is authorized or obligated by law or executive order to be
closed.

     "Certificate of Title" shall have the meaning  ascribed to such term in the
Loan Agreement.

     "Charged-Off  Contract" shall have the meaning ascribed to such term in the
Loan Agreement.

     "Chase"  shall  have the  meaning  assigned  to such term in  Section  3.02
herein.

     "Contract"  shall  have  the  meaning  ascribed  to such  term in the  Loan
Agreement.

     "Contract  Debtor" shall have the meaning ascribed to such term in the Loan
Agreement.

     "Contract  Delivery  Documents" shall mean the Contract and the Certificate
of Title  (or,  to the extent  provided  in Section  2.03  hereof,  a copy of an
Application for Title) with respect to a certain Financed Vehicle.

Page 2
<PAGE>

     "Contract  Delivery Schedule" shall mean the list delivered to Custodian by
Borrower with each group of Contract Delivery  Documents  delivered  pursuant to
Section 2.01 hereof,  or delivered via facsimile or electronic  mail pursuant to
Section 2.02 hereof,  which: (i) identifies each Contract  Delivery Document and
its constituent parts (e.g., Contract, Modification,  Assignment, Certificate of
Title or  Application  for Title if  applicable);  (ii)  provides the  following
information with respect to each Contract in such group: the Contract or account
number,  the name of the Contract  Debtor,  the  Contract  date,  the  Principal
Balance  (determined  with respect to each Contract as of the date on which such
Contract  was  originated),  the  interest  rate and the year,  make,  model (if
available) and VIN of the Financed Vehicle,  and (iii) shows the total number of
Contracts being delivered.

     "Contract Summary Report" shall mean a certificate in the form of Exhibit G
attached hereto signed by an officer of the Custodian and delivered to Chase and
Lender  pursuant to Section 3.03.  Such  certificate  shall upon issuance become
Exhibit A to the Trust  Receipt and shall (i) state the total  number of Pledged
Contracts  with respect to which the original  Contract is in the  possession of
the Custodian or is outstanding pursuant to a Release Request and (ii) state the
aggregate  Principal Balance (determined with respect to each Contract as of the
date on which such  Contract  was  originated)  of all Pledged  Contracts in the
possession of the  Custodian,  in each case,  accurate as of 9:00 p.m.  (eastern
time) on the  Business  Day  preceding  the date of  delivery  and  based on the
information contained in the Cumulative Custodial Report as of such time on such
preceding Business Day.

     "Cumulative Custodial Report" shall mean a listing maintained as current on
a daily basis by the  Custodian of all Pledged  Contracts  with respect to which
any Contract Delivery  Documents are then (w) in the possession of the Custodian
pursuant to this Custodial Agreement,  or (x) in the temporary possession of the
Servicer  or  Borrower  pursuant to Section 6 below,  (y)  including  all of the
fields set forth in Exhibit F for a Master Custodial Report and (z) a field that
will  indicate  the  absence  of  any  Exception  without  further   descriptive
information  (e.g.,  "Yes",  indicating  there  are  no  Exceptions,   or  "No",
indicating there are Exceptions).

     "Custodial  Agreement" shall mean this Custodial  Agreement as amended from
time to time.

     "Custodial  Contract  Files" shall mean,  with  respect to a Contract,  the
Contract Delivery Documents and records pertaining thereto that are delivered to
the Custodian.

     A  "Custodial  Delivery  Failure"  shall have  arisen in the event that the
Custodian fails to produce any Contract  Delivery Document or any other document
related to a Pledged Contract that was in the Custodian's possession pursuant to
Section 2 and Section 3 within two (2) Business Days after delivery of a written
request  therefor by Lender in accordance  with the terms and conditions of this
Custodial Agreement and (i) the Custodian  previously  delivered to the Lender a
Master  Custodial  Report and a Master  Exception Report which did not list such
document as an Exception and (ii) such document is not outstanding pursuant to a
Release Request.

     "Dealer"  shall  have  the  meaning  ascribed  to  such  term  in the  Loan
Agreement.

Page 3
<PAGE>

     "Dollars" or "$" mean United States funds.

     An "Exception" shall have arisen with respect to a Pledged Contract and the
related  Contract  Delivery  Documents if, after the Custodian has performed its
review procedures with respect to such Pledged Contract pursuant to Section 3.01
or Section 6.04, it has  determined  that (i) with respect to Pledged  Contracts
that were  delivered as part of the Initial Pool,  one or more of the statements
specified in Part I of Exhibit E to this  Custodial  Agreement is not correct or
(ii) with respect to all other Pledged Contracts,  one or more of the statements
specified in Part II of Exhibit E to this Custodial Agreement, is not correct or
the Certificate of Title has not been delivered by the Title Delivery Date. With
respect  to  a  Pledged  Contract,   each  incorrect  statement  or  undelivered
Certificate of Title shall be a separate Exception.

     "Event of Default" shall have the meaning ascribed to such term in the Loan
Agreement.

     "Financed Vehicle" shall have the meaning ascribed to such term in the Loan
Agreement.

     "GECC Custodian" shall have the meaning ascribed to "Custodian" in the GECC
Custodian Agreement.

     "GECC  Custodian  Agreement"  shall mean that certain  Custodian  Agreement
dated as of May 29,  1998 by and among  Ugly  Duckling  Corporation,  a Delaware
corporation,  Duck Ventures,  Inc., an Arizona corporation,  Champion Acceptance
Corporation,  an Arizona corporation,  Ugly Duckling Car Sales, Inc., an Arizona
corporation,  Champion Financial Services,  Inc., an Arizona  corporation,  Ugly
Duckling Car Sales Florida, Inc., a Florida corporation, Ugly Duckling Car Sales
Texas, L.L.P., an Arizona limited liability partnership, Ugly Duckling Car Sales
New Mexico,  Inc., a New Mexico  corporation,  Ugly Duckling Car Sales  Georgia,
Inc., a Georgia  corporation  and Ugly  Duckling Car Sales  California,  Inc., a
California   corporation   and  Harris  Trust  and  Savings  Bank,  an  Illinois
corporation and General Electric Capital Corporation, a New York corporation.

     "Initial  Pool"  shall  mean  all  Pledged  Contracts   previously  in  the
possession of the GECC Custodian  pursuant to the GECC  Custodian  Agreement and
delivered to the  Custodian by the GECC  Custodian or the Borrower  prior to the
date of this Agreement.

     "Lender" shall have the meaning assigned thereto in the preamble hereto.

     "Loan  Agreement"  shall have the meaning  assigned thereto in the recitals
hereto.

     "Master Custodial Report" shall mean a listing  maintained by the Custodian
of all  Pledged  Contracts  with  respect  to which  (A) any  Contract  Delivery
Documents  are then (x) in the  possession  of the  Custodian  pursuant  to this
Custodial  Agreement,  or (y) in the  temporary  possession  of the  Servicer or
Borrower  pursuant to Section 6, which  listing  includes all Contract  Delivery
Documents  delivered  to date by the  Borrower  to the  Custodian.  Each  Master
Custodial  Report  shall be  presented  in  computer-readable  magnetic or other
electronic  format  acceptable  to Lender and shall  incorporate  fields for and
displays  for each  Contract  the  information  described  in  Exhibit F to this
Custodial Agreement.

Page 4
<PAGE>

     "Master  Exception Report" shall mean, with respect to the Contracts listed
on a Master Custodial Report, a report that identifies each Exception.

     "Modification"  shall have the  meaning  ascribed  to such term in the Loan
Agreement.

     "Officer's  Certificate  re  Terminated  Contracts"  shall have the meaning
assigned to such term in Section 6.02(c) herein.

     "Originator"  shall  have the  meaning  ascribed  to such  term in the Loan
Agreement.

     "Person"  shall  mean  any  individual,   corporation,  company,  voluntary
association,  partnership,  joint venture,  limited  liability  company,  trust,
unincorporated  association  or government  (or any agency,  instrumentality  or
political subdivision thereof).

     "Pledged Contract" shall have the meaning ascribed to such term in the Loan
Agreement.

     "Principal  Balance"  shall have the  meaning  ascribed to such term in the
Loan Agreement.

     "Proceeding"  shall  mean  any  bankruptcy,   insolvency,  or  receivership
proceeding.

     "Release  Request" shall have the meaning  assigned to such term in Section
6.02(b) herein.

     "Relevant  Report" means each of the Master  Custodial  Report,  the Master
Exception Report and the Cumulative Custodial Report.

     "Responsible  Officer"  shall mean, as to any Person,  the chief  executive
officer,  any vice president,  the chief financial  officer or treasurer of such
Person;  provided, that in the event any such officer is unavailable at any time
he or she is required to take any action  hereunder,  Responsible  Officer shall
mean any officer authorized to act on such officer's behalf as demonstrated by a
certificate of corporate resolution.

     "Servicer" shall mean UDCC.

     "Subsidiary"  shall  mean,  with  respect to any Person,  any  corporation,
partnership  or other entity of which at least a majority of the  securities  or
other ownership  interests  having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons  performing  similar
functions of such  corporation,  partnership  or other entity  (irrespective  of
whether or not at the time securities or other ownership  interests of any other
class or classes of such corporation,  partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time  directly or  indirectly  owned or controlled by such Person or one or more
Subsidiaries  of such Person or by such Person and one or more  Subsidiaries  of
such Person.

Page 5
<PAGE>

     "Sun Loan Agreement" means that certain Senior Secured Loan Agreement dated
as of January 11, 2001 among UDC, BNY Midwest Trust Company as Collateral Agent,
and the lenders who are party thereto from time to time.

     "Terminated  Contracts"  shall  mean a Contract  that (i) is a  Charged-Off
Contract,  (ii)  has been  paid in full,  (iii)  has been  rescinded,  (iv) is a
Modification  (reissued with a new Contract number),  (v) has been cancelled due
to a trade-in  resulting  in a new  Contract,  or (vi) for any other  reason has
terminated.

     "Title  Delivery  Date"  shall have the  meaning  assigned  to such term in
Section 2.03.

     "Trust  Receipt"  shall  mean,  with  respect to Pledged  Contracts  in the
possession  of the  Custodian,  a trust receipt in the form of Exhibit D to this
Custodian Agreement.

     "Trust Receipt  Exhibit A" shall have the meaning  assigned to such term in
Section 3.02.

     "VIN" shall mean vehicle identification number.

     1.02 Construction. Except as otherwise explicitly specified to the contrary
or unless the context  clearly  requires  otherwise,  (a) the  capitalized  term
"Section"  refers to sections of this Custodial  Agreement,  (b) the capitalized
term "Exhibit" refers to exhibits to this Custodial Agreement, (c) references to
a particular Section include all subsections  thereof,  (d) the word "including"
shall be  construed as  "including  without  limitation",  (e)  references  to a
particular  statute or regulation  include all rules and regulations  thereunder
and any successor  statute,  regulation  or rules,  in each case as from time to
time in effect,  (f)  references  to a particular  Person  include such Person's
successors and assigns to the extent not prohibited by this Custodial  Agreement
and the Loan Agreement,  (g) references to "the date hereof" mean the date first
set forth above.

     Section 2 Delivery of Contract Delivery Documents by Borrower.

     2.01  Delivery of Contract  Delivery  Documents.  The  Borrower or the GECC
Custodian,  as  applicable,  shall  deliver  to the  Custodian  (i) prior to the
initial  Funding Date,  all of the Contract  Delivery  Documents for the Initial
Pool and all other Pledged  Contracts that currently exist and (ii) from time to
time, as Pledged Contracts are originated,  the Contract Delivery  Documents for
Pledged  Contracts  originated after the initial  delivery of Contract  Delivery
Documents, in each case to be held by the Custodian in accordance with the terms
of this  Custodial  Agreement.  With respect to any Pledged  Contract  delivered
pursuant to clause (ii) above, the Borrower shall deliver the Contract  Delivery
Documents  and a Contract  Delivery  Schedule  to the  Custodian  via  reputable
overnight courier promptly after such Pledged Contract is originated,  but in no
event later than 11:00 a.m.  (eastern time) on the date that is at least one (1)
Business  Day  prior to the  Borrowing  Base  Inclusion  Date  for such  Pledged
Contract.

Page 6
<PAGE>

     2.02 Electronic  Transmission of Contract Delivery Schedule. Not later than
10:00 p.m. (eastern time) on the date on which any Contract  Delivery  Documents
are deposited with a reputable  overnight courier for delivery to the Custodian,
the Borrower shall transmit to the Custodian,  via facsimile transmission or via
electronic mail in an electronic format acceptable to the Custodian,  a Contract
Delivery  Schedule  itemizing  each such  Contract  Delivery  Document  being so
delivered, including any constituent parts thereof.

     2.03 Limited  Exception for Applications for Title.  Without  limitation of
Section 2.01 hereof,  with respect to each Pledged Contract,  the Borrower shall
deliver  to the  Custodian  each of the  related  Contract  Delivery  Documents;
provided,  that if a Certificate  of Title has not been issued with respect to a
Financed  Vehicle,  then (i) Borrower shall provide the Custodian with a copy of
an Application  for Title and (ii) not later than the date (the "Title  Delivery
Date") that is 120 days after the  origination  date of such  Pledged  Contract,
Borrower shall provide Custodian with such Certificate of Title.

     Section 3 Trust Receipts and Exception Reports Issued by Custodian.

     3.01 Receipt and Inspection of Contract Delivery Documents.

     (a) Initial Pool. Upon receipt of the Initial Pool, the Custodian shall (i)
establish a Custodial  Contract  File for each such  Contract and (ii)  promptly
review the documents in each such Custodial  Contract File in sufficient  detail
in order to (x) confirm receipt of each Contract Delivery Document, (y) make the
certifications  contained in the form of Trust Receipt and (z) determine whether
each of the  statements  contained  in  Part I of  Exhibit  E to this  Custodial
Agreement with respect to each such Pledged Contract is correct.

     (b)  Pledged  Contracts  not in Initial  Pool.  Upon  receipt  of  Contract
Delivery Documents from the Borrower with respect to any Pledged Contracts,  the
Custodian  shall (i) establish a Custodial  Contract File for each such Contract
and (ii) promptly  review the documents in each such Custodial  Contract File in
sufficient  detail in order to (x)  confirm  receipt of each  Contract  Delivery
Document listed on the Contract Delivery  Schedule,  (y) make the certifications
contained  in the form of Trust  Receipt and (z)  determine  whether each of the
statements  contained in Part II of Exhibit E to this  Custodial  Agreement with
respect to each such Pledged Contract is correct.

     (c) On the  Title  Delivery  Date  with  respect  to any  Pledged  Contract
described in the proviso to Section 2.03, the Custodian shall determine  whether
it has received the related Certificate of Title and shall indicate or describe,
as applicable, an Exception, if any, on the Relevant Reports.

     (d)  Any  Exception  with  respect  to  the  Contract  Delivery  Documents,
including  without  limitation  an Exception  pursuant to clause (z) of Sections
3.01(a) and 3.01(b) above, shall be described on the Master Exception Report and
indicated,  but not described, on the Cumulative Custodial Report and the Master
Custodial  Report  as  an  Exception.  Each  Exception  shall  be  indicated  or
described,  as  applicable,  on each  Relevant  Report  not later than 9:00 p.m.
(eastern  time) on the date on which the  Custodian  is  required to perform the
relevant review procedure under this Custodial Agreement.

Page 7
<PAGE>

     3.02 Delivery of Trust Receipt. No later than 12 noon (eastern time) on the
initial  Funding Date,  the Custodian  shall deliver via facsimile or electronic
mail transmission (i) to the Lender  (telecopier  number  (203-618-2148) and the
Borrower  (telecopier  number  (602-852-6696)  the  Trust  Receipt  and a Master
Exception  Report  with  respect  to such  Pledged  Contracts  and (ii) to Chase
Manhattan  Bank,  as  agent  for  the  Lender  ("Chase"),   (telecopier   number
(212-623-7299) a copy of the Trust Receipt.  The original Trust Receipt shall be
delivered to Chase at Four New York Plaza, Ground Floor, Outsourcing Department,
New  York,  New  York  10004,   Attention:   Jennifer  John  (telephone   number
212-623-5953) for the account of Greenwich Capital Markets by overnight delivery
using a nationally  recognized  insured overnight  delivery  service.  The Trust
Receipt shall at all times remain valid and in full force,  and shall include as
Exhibit A thereto  the most  current  version  of the  Contract  Summary  Report
theretofore  delivered  by  the  Custodian  ("Trust  Receipt  Exhibit  A").  The
Custodian  hereby  authorizes  Lender  and  its  designees,   including  without
limitation, Chase, to replace Trust Receipt Exhibit A from time to time with any
Contract  Summary  Report  delivered  by  Custodian  after the date  hereof,  in
accordance with Section 3.03.  Upon  replacement of Trust Receipt Exhibit A with
an updated Contract Summary Report delivered  pursuant to Section 3.03 by Lender
or its designee, and without the need for any further action or authorization by
Custodian,  the Trust Receipt  shall be deemed to include such updated  Contract
Summary Report and any other previously  delivered Contract Summary Report shall
be superceded.

     3.03 Delivery of Contract  Summary Report.  On a daily basis not later than
10:00 a.m.  (eastern  time),  the  Custodian  shall  deliver  via  facsimile  or
electronic mail transmission to Chase (telecopier number  (212-623-7299) and the
Lender a Contract Summary Report.

     3.04 Cumulative  Custodial Report. The Cumulative Custodial Report shall be
maintained  at all times on a secured  internet site to which the Lender and the
Borrower have secure access and from which the Lender and the Borrower may print
or download relevant information. The required information for each Contract for
which Contract Delivery  Documents are received pursuant to Section 3 or Section
6.04 herein or released  pursuant to Section 6 herein by the Custodian  shall be
posted to the  Cumulative  Custodial  Report not later  than 9:00 p.m.  (eastern
time) on the day such Contract Delivery Documents are received by the Custodian.
The  Lender  shall at all times be  entitled  to rely  upon,  and shall have the
right, but not obligation,  to confirm the accuracy of any information contained
in the Cumulative Custodial Report, including without limitation by request of a
Master Exception Report.  The Custodian  acknowledges that Lender will rely upon
the  Cumulative  Custodial  Report to  confirm  the  Borrowing  Base and to make
Advances  thereby,  and  hereby  represents  and  warrants  that the  Cumulative
Custodial Report shall at all times be accurate.

     3.05 Master Custodial Report and Master Exception Report.

     (a) The  Custodian  shall  generate  and at all  times  maintain  a  Master
Custodial Report and a Master Exception  Report.  Any and all Pledged  Contracts
delivered to the Custodian shall be included in the Master  Custodial Report and
the Master Exception Report.

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     (b) Within two (2) Business Days after (i) the end of each  calendar  month
or (ii) any  reasonable  written  request by the  Lender,  the  Custodian  shall
deliver to the Lender and the  Borrower a Master  Custodial  Report and a Master
Exception Report.

     (c) The Custodian  shall, on a daily basis and upon its receipt of any item
listed on a Master  Exception  Report or otherwise  missing  from the  Custodial
Contract Files, update the Relevant Reports.

     3.06  Reliance by Lender  Generally.  The Lender  shall be entitled to rely
upon,  and shall have the right but not  obligation to confirm,  the accuracy of
any Relevant Report or data file  transmitted to Lender pursuant to this Section
3.

     Section 4  Obligations  of the  Custodian.  With  respect  to all  Contract
Delivery  Documents  which are delivered to the Custodian or which come into the
possession  of the  Custodian,  the  Custodian is the  custodian  for the Lender
exclusively.  Except as specifically provided in Section 5 and Section 6 hereof,
the Custodian shall hold all Contract Delivery  Documents received by it for the
exclusive use and benefit of the Lender, and shall make disposition thereof only
in accordance  with this  Custodial  Agreement or otherwise  pursuant to written
instructions furnished by the Lender. The Custodian shall segregate and maintain
continuous  custody of all Contract  Delivery  Documents in secure and fireproof
facilities  in  accordance  with  customary  standards  for  such  custody.  The
Custodian  shall,  at its own expense,  maintain in full force and effect at all
times during the existence of this Custodial  Agreement (1) a fidelity bond, (2)
theft of documents insurance, (3) forgery insurance, and (4) errors and omission
insurance.  All such insurance shall be with coverage and subject to deductibles
as is standard and customary for insurance typically  maintained by money center
banks which act as custodians.  The Custodian  shall verify the existence of the
Contract  Delivery  Documents and the information and the requirements set forth
on  Exhibit E and shall  maintain  such  information  current  in each  Relevant
Report.  The  Custodian  shall not be  responsible  to verify (i) the  validity,
legality,  enforceability,  sufficiency, due authorization or genuineness of any
Contract  Delivery   Document,   or  (ii)  the   collectability,   insurability,
effectiveness or suitability of any Contract.

     Section 5 Release to Lender.  Upon the written  direction of an  Authorized
Representative of the Lender,  and at the cost and expense of the Borrower,  the
Custodian shall, within two (2) Business Days of receipt of such written notice,
deliver the specified  Contract Delivery Documents to such person or other party
designated by the Authorized  Representative in such written  direction,  and to
the place  indicated in any such written  direction;  provided that originals of
the  Contract  Delivery  Documents  will only be  delivered  to Lender after the
occurrence of and during the continuation of an Event of Default or if Custodian
has not performed its obligations hereunder.

     Section 6 Delivery to Servicer or Borrower.

     6.01  Copies  of  Contract  Delivery  Documents.  Upon the  request  of the
Borrower,  and at the cost and expense of the  Borrower,  the  Custodian  shall,
within two (2) Business  Days of the receipt of such request,  provide  Borrower
with copies of any Contract Delivery Documents from the Custodial Contract Files
which Borrower may request.

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     6.02 Original Contract Delivery Documents.

     (a) The Servicer or the Borrower may from time to time request  delivery of
any of the Contract  Delivery  Documents (i) to enforce or otherwise service and
administer  the  Contracts  on behalf of the Borrower and for the benefit of the
Lender  or (ii)  to take  such  actions  as are  necessary  or  appropriate  for
Terminated  Contracts.  Subject to the  provisions  of Section  6.03 below,  the
Custodian  shall,  within two (2)  Business  Days of the receipt of such written
request  pursuant  to  Section  6.02(b)  or Section  6.02(c)  (including  Lender
approval if required  pursuant to Section  6.03),  deliver to the  requestor the
requested Contract Delivery Documents.

     (b) If the Servicer or the Borrower  requested  possession  of any Contract
Delivery Documents pursuant to clause (i) of Section 6.02(a),  then the Servicer
or the Borrower so  requesting  possession  of the Contract  Delivery  Documents
shall  provide the  Custodian  with a written  request  describing  the Contract
Delivery  Documents  requested  and the reason  for the  request.  Such  written
request  shall  be in the form of the  Request  for  Release  and  Receipt  (the
"Release  Request")  attached  hereto as Exhibit B-1. If the  Contract  Delivery
Documents  requested by the  Servicer or the  Borrower  pursuant to this Section
6.02(b) on any given date  involves  an  aggregate  number of Pledged  Contracts
which exceeds fifty (50) Pledged Contracts,  the approval of the Lender pursuant
to Section 6.03 below is  required.  Subject to the  provisions  of Section 6.03
below, the Custodian shall,  within two (2) Business Days of the receipt of such
Release  Request  (including  Lender  approval  if  required),  deliver  to  the
requestor the requested Contract Delivery Documents set forth on the Schedule of
Documents,  in the form attached  hereto as Exhibit B-2, which shall be attached
to the Release  Request.  The  requestor,  upon release by the  Custodian of the
requested  Contract Delivery  Documents,  shall hold such documents in trust for
the  benefit of the Lender  and shall  return  such  Contract  Documents  to the
Custodian pursuant to the requirements of Section 6.04.

     (c) If Contract  Delivery  Documents are being requested by the Servicer or
the Borrower  pursuant to clause (ii) of Section  6.02(a) because such Contracts
are  Terminated  Contracts,   such  request  shall  be  made  on  the  Officer's
Certificate re Terminated  Contracts (the  "Officer's  Certificate re Terminated
Contracts")  in the form of Exhibit C-1  attached  hereto,  certifying  that all
amounts  required to be paid and  delivered  to the Lender  pursuant to the Loan
Agreement with respect to such Contract have been paid and delivered and listing
the Terminated Contracts so requested on the Schedule of Terminated Contracts in
the form attached  hereto as Exhibit C-2.  Subject to the  provisions of Section
6.03 below, the Custodian shall,  within two (2) Business Days of the receipt of
such Officer's  Certificate re Terminated  Contracts  (which must include Lender
approval of such  request),  deliver to the  requestor  the  requested  Contract
Delivery  Documents  for the  Contracts  set forth on the Schedule of Terminated
Contracts,  which shall be attached to the Officer's  Certificate  re Terminated
Contracts. The Officer's Certificate re Terminated Contracts shall be subject to
approval of the Lender pursuant to Section 6.03.

     (d) If Contract  Delivery  Documents that are released  pursuant to Section
6.02(b)  above  become  Terminated  Contracts  while  in the  possession  of the
Servicer or the Borrower, the Servicer or Borrower, as applicable,  shall within
one (1) Business Day of such Contract becoming a Terminated Contract transmit an
Officer's  Certificate  re  Terminated  Contracts  to the  Lender  for  approval
pursuant to Section 6.03.

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     6.03 Lender Approval. If the approval of the Lender is required pursuant to
Section 6.02(b), Section 6.02(c) or Section 6.02(d), Lender shall review, and if
Lender shall  approve such  request,  execute and return to the  Custodian  such
Release Request or Officer's Certificate re Terminated Contracts, as applicable,
within one (1)  Business  Day of receipt  thereof.  If such  Release  Request or
Officer's  Certificate re Terminated Contracts,  as applicable,  is not approved
for any reason in Lender's sole discretion, the Lender shall promptly notify the
requestor. The Custodian shall not release any such documents until such time as
the  Lender  shall  have  delivered  to the  Custodian  the  Release  Request or
Officer's  Certificate re Terminated Contracts,  as applicable,  approved by the
Lender.  Nothing  in this  Section 6 or in the  approval  by the  Lender for the
Custodian to release any Contact Delivery Document, including without limitation
the Terminated  Contracts  that are the subject of any Officer's  Certificate re
Terminated  Contracts,  shall be interpreted or construed to be, (i) a waiver of
any rights the Lender may have pursuant to this Custodial  Agreement or the Loan
Agreement,  (ii) an acknowledgement that any or all amounts that are required to
be paid to the  Lender  with  respect  to such  Contracts  pursuant  to the Loan
Agreement  have  been paid or (iii) an accord  and  satisfaction  of any debt or
obligation of the Borrower pursuant to the Loan Agreement.

     6.04 Return of Contract Delivery  Documents.  The Servicer or Borrower,  as
applicable,  shall return each Contract  Delivery Document which it has received
pursuant to a Release Request to the Custodian  promptly after the need for such
Contract  Delivery  Document  has  abated,  but in no  event  more  than (A) for
original  Contracts,  ten  (10)  days  or  (B)  for  Certificates  of  Title  or
Applications  for Title,  ninety  (90) days,  in each case,  after the date such
Contract  Delivery  Document is released to the requestor.  The Custodian  shall
promptly  review  such  returned  Contract  Delivery  Documents  to confirm  the
Contract Delivery Document (i) has been physically returned, (ii) is not damaged
and  (iii)  has no new  Exceptions.  If  satisfied  that the  Contract  Delivery
Documents have been physically  returned in undamaged  condition and without new
Exceptions,  the  Custodian  shall  deliver  to the  Servicer  or  Borrower,  as
applicable,  (with a copy to the Lender) the counter-signed  Release Request for
such documents  indicating  receipt.  If new Exceptions  have been created,  the
Custodian  shall so annotate the Request for Release  accordingly  and shall (i)
promptly  notify the Lender of the Exception,  (ii) prior to 9:00 p.m.  (eastern
time) on the return date update the Relevant Reports to include such Exception.

     6.05 Responsibility for Lost or Damaged Documents. The Borrower or Servicer
requesting the release of Contract  Delivery  Documents shall be responsible for
such Contract  Delivery  Documents from the time such documents are deposited by
the Custodian with a nationally  recognized  insured overnight  delivery service
for delivery to the requestor until the documents are returned to the Custodian,
verified  as  physically   returned  in  undamaged  condition  and  without  new
Exceptions pursuant to Section 6.04, and receipted as received by the Custodian.

     Section 7 Fees of Custodian.  The Custodian  shall charge such fees for its
services  under  this  Custodial  Agreement  as are set  forth  in the  schedule
attached  hereto as Exhibit  A, the  payment of which  fees,  together  with the
Custodian's   reasonable  and  customary  expenses  (including  legal  fees  and
expenses) in connection herewith, shall be the obligation of the Borrower.

     Section 8 Examination of Custodial  Contract  Files.  Upon two (2) Business
Days prior written  notice to the  Custodian,  the Borrower and Lender and their
respective agents, accountants, attorneys and auditors shall be permitted during
normal business hours to examine the Custodial Contract Files and any documents,
records  and other  papers in the  possession  of or under  the  control  of the
Custodian relating to any or all of the Contract Delivery Documents,  which are,
or were at any time, subject to this Custodial Agreement.

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     Section 9 No Adverse Interest of Custodian.  By execution of this Custodial
Agreement, the Custodian, in its capacity as custodian and not in its individual
capacity, represents, warrants and covenants that it currently holds, and during
the existence of this Custodial Agreement shall hold, no interest adverse to the
Lender or to any  Borrower  by way of  security or  otherwise,  in any  Contract
Delivery Documents held by it as of the date hereof or to be held by it pursuant
to this Custodial Agreement.  The Custodian,  in its capacity as custodian under
the terms of this Custodial Agreement and not in its individual  capacity,  also
agrees that it will not, and hereby  waives any right to,  exercise any right of
setoff or counterclaim in respect of any lien,  statutory or otherwise,  against
the Lender, its parent,  Subsidiaries,  or Affiliates,  or against any Borrower,
its Subsidiaries or Affiliates.

     Section 10 Certain Matters Affecting the Custodian.

     10.01  Limitations  on Duties.  The  Custodian  undertakes  to perform such
duties  and only such  duties as are  specifically  set forth in this  Custodial
Agreement.  The Custodian shall not have any duties or  responsibilities  except
those  expressly  set forth in this  Custodial  Agreement or be a trustee for or
have any fiduciary obligation to any party hereto.

     10.02  Acknowledgement  of Sun Loan Agreement.  The Custodian  acknowledges
that, in addition to holding the Contract  Delivery  Documents for the exclusive
benefit of Lender and to perfect Lender's security  interest therein,  Custodian
is also holding the Contract Delivery Documents,  subject to the perfected first
priority security interest of the Lender in such Contract Delivery Documents, in
the capacity of the Collateral  Agent (as defined in the Sun Loan  Agreement) on
behalf of the lenders party to and pursuant to the Sun Loan Agreement to perfect
such Collateral  Agent's and lenders' junior  subordinated  security interest in
the Contract Delivery  Documents.  The Custodian agrees that it shall act at the
sole direction of and for the exclusive benefit of the Lender, and shall take no
action  pursuant  to the  direction  of the junior  lenders or  pursuant  to the
Custodian's  duty as Collateral Agent without the written consent of the Lender,
until such time as this  Custodial  Agreement  is  terminated  (i)  pursuant  to
Section  11.01 (A) by the  Lender,  or (B) by the  Custodian  with the  Lender's
consent, or (ii) pursuant to Section 11.03.

     10.03  Limitations  on  Liability.  Neither  the  Custodian  nor any of its
directors,  officers, agents or employees,  shall be liable for any action taken
or omitted to be taken by it or them hereunder or in connection herewith in good
faith and  believed  by it or them to be within the  purview  of this  Custodial
Agreement, except for its or their own negligence, lack of good faith or willful
misconduct.  The  Custodian  acknowledges  and agrees that a Custodian  Delivery
Failure shall be prima facie evidence of negligence.

     10.04 Reliance on  Information.  In the absence of bad faith on the part of
the  Custodian,  the  Custodian  may  conclusively  rely, as to the truth of the
statements  and the  correctness  of the opinions  expressed  therein,  upon any
request,  instruction,  certificate,  opinion or other document furnished to the
Custodian,  reasonably  believed by the Custodian to be genuine and to have been
signed or  presented  by the  proper  party or  parties  and  conforming  to the
requirements of this Custodial  Agreement,  but in the case of any loan document
or other written  request,  instruction,  document or  certificate  which by any
provision hereof is specifically required to be furnished to the Custodian,  the
Custodian shall be under a duty to examine the same to determine  whether or not
it conforms to the requirements of this Custodial Agreement.

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     10.05  Certification of Factual Matters.  Whenever in the administration of
the provisions of this Custodial Agreement the Custodian shall deem it necessary
or desirable that a factual matter (e.g., date of contract origination,  or loss
or damage  to a  document  released  pursuant  to  Section 6 above) be proved or
established prior to taking or suffering any action to be taken hereunder,  such
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may,  in the absence of  negligence  or a lack of good faith on the
part of the Custodian,  be deemed to be conclusively proved and established by a
certificate signed by one of the Borrower or the Lender's officers,  as the case
may be, and delivered to the Custodian, and such certificate,  in the absence of
negligence or a lack of good faith on the part of the  Custodian,  shall be full
warrant to the Custodian  for any action taken,  suffered or omitted by it under
the provisions of this Custodial Agreement upon the faith thereof; provided that
nothing in any such  certificate  signed by an officer of the Borrower or Lender
and  delivered  pursuant  to this  Section  10.05  shall  (i)  modify,  amend or
supplement,  and shall not be  interpreted  or  construed  to  modify,  amend or
supplement,  any provision of this  Custodial  Agreement or (ii) provide,  or be
interpreted or construed to provide,  authorization  to act in  contravention of
any provision of this Custodial Agreement.

     10.06  Opinion of Counsel.  The  Custodian  may consult with outside  legal
counsel and the advice given in any written  legal opinion of such outside legal
counsel shall be full and complete  authorization  and  protection in respect of
any action taken or omitted by it hereunder in good faith and in accordance with
such written legal opinion of outside legal counsel.

     10.07  Indemnification by Borrower.  Except to the extent the Custodian has
been  indemnified  by another  party and except to the  extent  provided  for in
Section 7 hereof,  the Borrower agrees to indemnify and hold the Custodian,  and
its  officers,  directors,  employees  and  agents  harmless  from,  any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
payments,  costs or expenses (including  reasonable legal fees and costs) of any
kind or nature whatsoever  (except losses arising out of or from its pricing for
the  services to be rendered  for the fees  described  in Section 7) that may be
imposed on, incurred or asserted against the Custodian in any way relating to or
arising out of this Custodial Agreement;  provided,  however, that the Custodian
shall  not  be  entitled  to  indemnification   for  any  portion  of  any  such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
payments, costs or expenses due to the willful misconduct, lack of good faith or
negligence of the Custodian.

     10.08 Not Required to Risk Funds.  None of the provisions of this Custodial
Agreement  shall  require the  Custodian  to risk its own funds or  otherwise to
incur any financial liability in the performance of any of its duties hereunder,
or in the  exercise  of any of its rights or powers if it shall have  reasonable
grounds for believing that repayment of such funds or indemnity  satisfactory to
the  Custodian  against such risk or liability is not assured to the  Custodian;
provided that the Custodian shall provide Lender with prompt written notice when
the Custodian  reasonably believes the Custodian is about to be at risk pursuant
to this Section 10.08;  and provided further that in the event of Proceedings by
the  Borrower,  the  Custodian  shall  not be  relieved  of its  obligations  or
responsibilities pursuant to this Custodial Agreement.

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     10.09  Agents and  Representatives.  The  Custodian  may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by
or through agents,  attorneys,  custodians or nominees  appointed with due care;
provided,  however,  the Custodian  shall at all times retain  liability for the
acts of its agents, attorneys, custodians or nominees so appointed as though the
Custodian had performed such duties.

     10.10 Mergers and Consolidations.  Any corporation into which the Custodian
may be  merged  or  converted  or  with  which  it may be  consolidated,  or any
corporation resulting from any merger,  conversion or consolidation to which the
Custodian shall be a party, or any corporation succeeding to the business of the
Custodian  shall  be  the  successor  of the  Custodian  hereunder  without  the
execution or filing or any paper with any party hereto or any further act on the
part of any of the parties  hereto  except  where an  instrument  of transfer or
assignment  is  required by law to effect such  succession;  provided,  that the
Custodian  shall  provide the Lender and the Borrower  with prior notice of such
merger, conversion or consolidation.

     Section 11 Termination.

     11.01  Termination  by Lender or  Custodian.  The  Lender,  with or without
cause,  may upon at least thirty (30) days'  notice,  remove and  discharge  the
Custodian from the  performance of its duties under this Custodial  Agreement by
written  notice from the Lender to the Custodian,  with a copy to Borrower.  The
Custodian may terminate its obligations  under this Custodial  Agreement upon at
least  one-hundred and twenty (120) days' prior written notice to the Lender. In
the event of any such  termination by the Custodian or the Lender,  other than a
termination  of this  Custodial  Agreement  by the  Lender  pursuant  to a court
ordered  sale of the Contract  Delivery  Documents,  the Lender shall  appoint a
successor custodian; provided that if and only if the Borrower is not in Default
and no Event of Default shall have occurred and be  continuing,  such  successor
Custodian shall be subject to approval by the Borrower, which approval shall not
be unreasonably  withheld.  Upon such appointment,  the Custodian shall promptly
transfer to the successor  custodian,  as directed in writing by the Lender, all
Custodial  Contract  Files being held under this Custodial  Agreement,  together
with a copy of its records with respect to all Custodial  Contract  Files at any
time held by the  Custodian  pursuant  to this  Custodial  Agreement,  and shall
cooperate with the successor custodian in connection with such transfer.  In the
event of any such  appointment,  the  Borrowers  shall  be  responsible  for the
reasonable and customary fees and expenses of any successor custodian.

     11.02 Court Ordered Sale. In the event of the termination of this Custodial
Agreement  by the  Lender  pursuant  to a court  ordered  sale  of the  Contract
Delivery  Documents,  the Custodian shall promptly  deliver,  as directed by the
Lender in writing,  all  Custodial  Contract  Files being held  pursuant to this
Custodial  Agreement,  together  with a copy of its records  with respect to all
Custodial  Contract  Files at any time held by the  Custodian  pursuant  to this
Custodial Agreement.  The termination of the Custodian's  obligations under this
Custodial  Agreement  shall not be effective  unless and until the Custodian has
completed the transfer to the successor custodian,  or as directed by the Lender
pursuant to this Section  11.02,  of all Custodial  Contract Files being held by
the Custodian pursuant to this Custodial Agreement.

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     11.03  Custodial  Agreement  Termination.  Unless  otherwise  terminated in
accordance  with this Section 11, this Custodial  Agreement shall terminate upon
certification  by the Lender to the  Custodian of (i) the payment of all amounts
owing  pursuant  to the Loan  Agreement  or (ii) in the event of any  Borrower's
default under the Loan Agreement,  the final payment or other liquidation of the
last Contract Delivery  Document  outstanding or the disposition of all property
acquired  upon  repossession  of  property  relating  to any  Contract  Delivery
Document,  and the  final  remittance  of all  funds  due the  Lender  under any
agreement entered into with respect to any Contract Delivery  Document.  In such
event, all documents remaining in the Custodial Contract Files shall be released
in accordance with the written instructions of the Lender.

     11.04 Failure to Appoint  Successor  Custodian.  In the event that (i) this
Custodial  Agreement is terminated  by the Lender or the  Custodian  pursuant to
Section  11.01  and  (ii) the  Lender  shall  fail to (a)  appoint  a  successor
custodian,  and (b) notify the Custodian in writing of such  appointment  within
sixty (60) days of such  termination,  the Custodian  may, at Lender's  expense,
petition a court of competent  jurisdiction for its removal as custodian and for
the termination of its obligations hereunder.

     Section 12 Miscellaneous.

     12.01  Waiver.  No failure on the part of the any party  hereto to exercise
and no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under any Loan Document (as defined in the Loan Agreement) or
this Custodial Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any right,  power or privilege under any Loan Document or
this Custodial  Agreement  preclude any other or further exercise thereof or the
exercise of any other right,  power or privilege.  The remedies  provided herein
are cumulative and not exclusive of any remedies provided by law.

     12.02 Counterparts.  This Custodial Agreement may be executed in any number
of  counterparts,  all of which taken together shall constitute one and the same
instrument,  and any of the parties hereto may execute this Custodial  Agreement
by signing any such  counterpart.  This  Custodial  Agreement  may be signed and
delivered through facsimile signatures which shall operate as true and effective
signatures of the person who executed the original of the facsimile transmission

     12.03  Governing  Law.  This  Custodial  Agreement  shall be  construed  in
accordance  with the laws of the State of New York and the  obligations,  rights
and remedies of the parties  hereto shall be determined in accordance  with such
laws.

     12.04 Notices.  Except as otherwise  expressly  permitted by this Custodial
Agreement,  all notices,  requests and other communications  provided for herein
(including,  without limitation,  any modifications of, or waivers,  requests or
consents  under,  this  Custodial  Agreement)  shall be given or made in writing
(including,  without limitation, by telex or telecopy) delivered to the intended
recipient at the "Address for Notices" specified below its name on the signature
pages hereof); or, as to any party, at such other address as shall be designated
by such  party in a written  notice to each  other  party.  Except as  otherwise
provided in this Custodial Agreement (which shall be effective only on receipt),
all such communications shall be deemed to have been duly given when transmitted
by telex or  telecopier  or  personally  delivered  or,  in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.

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<PAGE>

     12.05  Further  Assurances.  From time to time,  as and when  requested  in
writing by any party hereto and at such party's  expense,  any other party shall
execute and deliver,  or cause to be executed and delivered,  all such documents
and instruments and shall take, or cause to be taken,  all such further or other
actions as such other  party may  reasonably  deem  necessary  or  desirable  to
evidence  and  effectuate  the  transactions   contemplated  by  this  Custodial
Agreement.

     12.06  Successors and Assigns.  This Custodial  Agreement  shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns,  provided,  however, that the Custodian shall not assign
its rights or  obligations  hereunder  without the prior written  consent of the
Lender and the Borrower.

     12.07 Amendments.  Except as otherwise expressly provided in this Custodial
Agreement, any provision of this Custodial Agreement may be amended, modified or
supplemented  only by an  instrument  in writing  signed by the  Custodian,  the
Borrower,  the Servicer and the Lender;  provided that no  certificate  or other
document delivered pursuant to Section 10.05 shall modify,  amend or supplement,
and shall not be  interpreted or construed to modify,  amend or supplement,  any
provision of this Custodial Agreement.

     12.08  Headings.  The table of contents and  captions and section  headings
appearing  herein are included  solely for  convenience of reference and are not
intended to affect the interpretation of any provision of this Loan Agreement.

                                    * * * * *

Page 16
<PAGE>

     IN WITNESS  WHEREOF,  the  Custodian,  the  Lender,  the  Borrower  and the
Servicer  have caused their names to be duly signed  hereto by their  respective
officers thereunto duly authorized, all as of the date first above written.

Custodian:                      BNY MIDWEST TRUST COMPANY


                                By:  _________________________________

                                Name:  _______________________________

                                Title:  ______________________________

                                Address for Notices:
                                -------------------
                                BNY Midwest Trust Company
                                2 North LaSalle, Lower Level
                                Chicago, Illinois 60602
                                Attention:  Diane Moser
                                Telecopier No.:  (312) 827-8588
                                Telephone No.:  (312) 827-8680


Lender                          GREENWICH CAPITAL FINANCIAL
                                PRODUCTS, INC.

                                By:  _________________________________

                                Name:  _______________________________

                                Title:  ______________________________


                                Address for Notices:
                                --------------------
                                600 Steamboat Road
                                Greenwich, Connecticut 06830
                                Attention: Ira J. Platt
                                Telecopier No.: (203) 618-2135
                                Telephone No.: (203) 625-2700

                                With a copy to:
                                --------------------
                                600 Steamboat Road
                                Greenwich, Connecticut 06830
                                Attention: General Counsel
                                Telecopier No.: (203) 618-2132
                                Telephone No.: (203) 625-2700


<PAGE>

      [Continuation of Master Loan and Security Agreement Signature Pages]


Borrower:                       UGLY DUCKLING CORPORATION

                                By:  _________________________________

                                Name:  _______________________________

                                Title:  ______________________________


                                Address for Notices:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: Treasurer
                                Telecopier No.: (602) 852-6696
                                Telephone No.: (602) 852-6600

                                With a copy to:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: General Counsel
                                Telecopier No.: (602) 852-6686
                                Telephone No.: (602) 852-6000


Borrower:                       UGLY DUCKLING CAR SALES & FINANCE CORPORATION


                                By:  _________________________________

                                Name:  _______________________________

                                Title:  ______________________________


                                Address for Notices:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: Treasurer
                                Telecopier No.: (602) 852-6696
                                Telephone No.: (602) 852-6600

                                With a copy to:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: General Counsel
                                Telecopier No.: (602) 852-6686
                                Telephone No.: (602) 852-6000


<PAGE>

      [Continuation of Master Loan and Security Agreement Signature Pages]


Borrower and Servicer:          UGLY DUCKLING CREDIT CORPORATION


                                By:  _________________________________

                                Name:  _______________________________

                                Title:  ______________________________


                                Address for Notices:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: Treasurer
                                Telecopier No.: (602) 852-6696
                                Telephone No.: (602) 852-6600

                                With a copy to:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: General Counsel
                                Telecopier No.: (602) 852-6686
                                Telephone No.: (602) 852-6000


Borrower:                       UGLY DUCKLING CAR SALES, INC.


                                By:  _________________________________

                                Name:  _______________________________

                                Title:  ______________________________


                                Address for Notices:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: Treasurer
                                Telecopier No.: (602) 852-6696
                                Telephone No.: (602) 852-6600

                                With a copy to:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: General Counsel
                                Telecopier No.: (602) 852-6686
                                Telephone No.: (602) 852-6000

<PAGE>

      [Continuation of Master Loan and Security Agreement Signature Pages]


Borrower:                       UGLY DUCKLING CAR SALES FLORIDA, INC.


                                By:  _________________________________

                                Name:  _______________________________

                                Title:  ______________________________


                                Address for Notices:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: Treasurer
                                Telecopier No.: (602) 852-6696
                                Telephone No.: (602) 852-6600

                                With a copy to:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: General Counsel
                                Telecopier No.: (602) 852-6686
                                Telephone No.: (602) 852-6000

                                UGLY DUCKLING FINANCE CORPORATION

                                By:  _________________________________

                                Name:  _______________________________

                                Title:  ______________________________


                                Address for Notices:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: Treasurer
                                Telecopier No.: (602) 852-6696
                                Telephone No.: (602) 852-6600

                                With a copy to:
                                --------------------
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Attention: General Counsel
                                Telecopier No.: (602) 852-6686
                                Telephone No.: (602) 852-6000

<PAGE>
                                                                      SCHEDULE 1

                           AUTHORIZED REPRESENTATIVES

Name of Authorized Representative                           Specimen Signature

1. Joseph Bartolotta                            1.  ____________________________


2. David Katze                                  2.  ____________________________


3. Brett Kibbe                                  3.  ____________________________


4. Kathleen O'Connor                            4.  ____________________________


<PAGE>
                                                                       EXHIBIT A

                             Custodian Fee Schedule

                              Dated March 26, 2001

1.  One-Time Acceptance Fee:.............................  $2,000.00
2.  Review Fee:..........................................  $2.00 per file
3.  Release Fee:.........................................  $2.50 per file
4.  Annual Safekeeping Fee:..............................  $1.00 per file
5.  File Redeposits:.....................................  $0.50 per file
6.  Trailing Documents:..................................  $0.50 per occurrence
7.  Photocopying of Documents:...........................  $0.20 per page
8.  File Organization/Resorting:.........................  $0.25 per file
9.  Preparation of File Folders:.........................  $0.50 per file
10. Facilities Used by Third Party:......................  $25.00 per hour (1)

[FN]
(1)  This fee is per  hour,  and per  person.  There is a  maximum  of 6 persons
     including Auditors, Attorneys, Bond Insurers, Servicers, etc.
</FN>

Out of Pocket Expenses

Fees quoted do not include any out-of-pocket expenses including, but not limited
to travel,  overnight  courier,  and  messenger  costs.  These  expenses will be
billed,  at the Custodian's  cost,  when incurred.  In the event the transaction
terminates before closing,  all out-of-pocket  expenses incurred,  including the
Custodian's counsel fees, if applicable will be billed to the Borrower.

External Counsel Fees

Fees quoted do not  include  external  counsel  fees.  A bill for  counsel  fees
incurred up to closing will be presented for payment on the closing date.

Miscellaneous Services

The  charges  for  performing  services  not  contemplated  at the  time  of the
execution of the Custodial  Agreement and not specifically  covered elsewhere in
this  Exhibit A will be  reasonable  and  customary  charges  determined  by the
Custodian and the Borrower at the time of the service.

Files reviewed under this schedule which are subsequently  securitized will only
be charged a subsequent review fee of $0.50 per file.


<PAGE>

                                                                     EXHIBIT B-1

                         REQUEST FOR RELEASE AND RECEIPT

                                           Date:  ______________________________

     Reference  is made to (i) that  certain  Custodial  Agreement,  dated as of
April ___, 2001 (as amended from time to time, the "Custodial Agreement") by and
between BNY Midwest  Trust  Company  (the  "Custodian")  and  Greenwich  Capital
Financial  Products,  Inc.  (the  "Lender")  and Ugly  Duckling  Corporation,  a
Delaware  corporation  ("Ugly  Duckling"),  Ugly  Duckling Car Sales and Finance
Corporation,   an  Arizona   corporation   ("UDCSFC"),   Ugly  Duckling   Credit
Corporation,  an Arizona corporation ("UDCC"), Ugly Duckling Car Sales, Inc., an
Arizona  corporation  ("Car Sales"),  Ugly Duckling Car Sales  Florida,  Inc., a
Florida corporation ("Car Sales Florida") and Ugly Duckling Finance Corporation,
an Arizona  corporation  ("UDFC") (Ugly Duckling,  UDCSFC,  UDCC, Car Sales, Car
Sales Florida and UDFC are  collectively  referred to therein as the "Borrower";
UDCC is  sometimes  referred  to  therein  as the  "Servicer")  and to (ii) that
certain Loan and Security  Agreement  dated as of April ___, 2001 by and between
the  Borrower  and  the  Lender  (as  amended  from  time  to  time,  the  "Loan
Agreement").  Capitalized  terms  used but not  defined  herein  shall  have the
meaning ascribed to such term in the Custodial  Agreement,  or if not defined in
the Custodial Agreement, the Loan Agreement.

         The  undersigned  is a Person  authorized  pursuant to Section 6 of the
Custodial  Agreement to receive  Contract  Delivery  Documents in trust from the
Custodian  and hereby  acknowledges  receipt from the  Custodian of the Contract
Delivery  Documents  set  forth  on the  attached  Schedule  of  Documents.  The
undersigned  acknowledges that possession of such Contract Delivery Documents is
entrusted  to the Borrower  solely for the purpose  described on the Schedule of
Documents or an attachment thereto.

     The total number of Contracts  for which  Contract  Delivery  Documents are
being  requested  is  __________________  and  Lender  approval  [is  / is  not]
required.

     The undersigned hereby acknowledges that a first priority security interest
pursuant to the Uniform  Commercial Code in the Collateral  described and in the
proceeds of such  Collateral has been granted to the Lender pursuant to the Loan
Agreement.  In  consideration  of the aforesaid  delivery by the Custodian,  the
Borrower  hereby  agrees to hold  said  Collateral  in trust  for the  Lender as
provided under and in accordance with all provisions of the Custodial  Agreement
and the Loan  Agreement and to return said  Collateral to the Custodian no later
than the close of business  (6:00 p.m.  eastern time) on the tenth day following
the date  hereof  or, if such date is not a  Business  Day,  on the  immediately
succeeding Business Day.

                                        NAME OF DUCK ENTITY:

                                        By:
                                        Name:
                                        Title:

           [Lender approval, if required, and Custodian return receipt
                           are on the following page]

This page contains the Lender  Approval (if required) and Custodian  receipt for
the Request for Release dated _______________ ____, 200__.

If more than 50 Contracts, release approved by:

                                GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                By:
                                Name:
                                Title:
                                Date:


                                Documents returned to Custodian:
                                --------------------------------

                                Date:

                                BNY MIDWEST TRUST COMPANY

                                Received By:
                                Name:
                                Title:


<PAGE>

                                                                     EXHIBIT B-2
<TABLE>
<CAPTION>
                              SCHEDULE OF DOCUMENTS
                                       TO
                         REQUEST FOR RELEASE AND RECEIPT
                                 Page ___ of ___

---------- --------- ---------------------- ---------------- -------------- -----------------------------------------
<S>        <C>       <C>                    <C>              <C>            <C>           <C>            <C>
           Reason                             Contract or      Principal      Contract Delivery Document Requested
   No.       Code       Contract Debtor          Loan         Balance at
           (See              Name               Number        origination
            below)                                            of Contract
---------- --------- ---------------------- ---------------- -------------- -----------------------------------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
                                                                              Pledged      Certificate  Application
                                                                              Contract     of Title     for Title
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------
---------- --------- ---------------------- ---------------- -------------- -------------- ------------ -------------

Reason for Requesting File (insert one in the "Reason Code" box above)

"C"......Correction     of    Contract    Delivery    Document     deficiencies.
"S"......Contract  Delivery Document  required for servicing or  administration.
"O"......Other (attach written explanation).
</TABLE>

<PAGE>

                                                                     EXHIBIT C-1

                  OFFICER'S CERTIFICATE RE TERMINATED CONTRACTS

     Reference  is made to (i) that  certain  Custodial  Agreement,  dated as of
April ___, 2001 (as amended from time to time, the "Custodial Agreement") by and
between BNY Midwest  Trust  Company  (the  "Custodian")  and  Greenwich  Capital
Financial  Products,  Inc.  (the  "Lender")  and Ugly  Duckling  Corporation,  a
Delaware  corporation  ("Ugly  Duckling"),  Ugly  Duckling Car Sales and Finance
Corporation,   an  Arizona   corporation   ("UDCSFC"),   Ugly  Duckling   Credit
Corporation,  an Arizona corporation ("UDCC"), Ugly Duckling Car Sales, Inc., an
Arizona  corporation  ("Car Sales"),  Ugly Duckling Car Sales  Florida,  Inc., a
Florida corporation ("Car Sales Florida") and Ugly Duckling Finance Corporation,
an Arizona  corporation  ("UDFC") (Ugly Duckling,  UDCSFC,  UDCC, Car Sales, Car
Sales Florida and UDFC are  collectively  referred to therein as the "Borrower";
UDCC is  sometimes  referred  to  therein  as the  "Servicer")  and to (ii) that
certain Loan and Security  Agreement  dated as of April ___, 2001 by and between
the  Borrower  and  the  Lender  (as  amended  from  time  to  time,  the  "Loan
Agreement").  Capitalized  terms  used but not  defined  herein  shall  have the
meaning ascribed to such term in the Custodial  Agreement,  or if not defined in
the Custodial Agreement, the Loan Agreement.

     The undersigned, ___________________________, hereby certifies that he is a
duly-elected and qualified officer of the Servicer, and hereby further certifies
as follows:

     Each of the  Contracts  described  on the attached  Schedule of  Terminated
Contracts is a Contract that (i) is a Charged-Off  Contract,  (ii) has been paid
in full, (iii) has been rescinded,  (iv) is a Modification  (reissued with a new
Contract number),  (v) cancelled due to a trade-in  resulting in a new Contract,
(vi) for any other  reason  results in the  termination  of the  Contract or the
creation of a new Contract, and in each case all amounts that are required to be
paid to the Lender  pursuant  to the Loan  Agreement  with  respect to each such
Contract have been so paid.

     IN WITNESS WHEREOF, I have hereunto set my hand on and as of this _____ day
of _______________________ 200_.


                                UGLY DUCKLING CREDIT CORPORATION,
                                an Arizona corporation, as Servicer

                                By:
                                Name:
                                Title:

                   [Lender approval is on the following page]

<PAGE>

     This page  contains the Lender  approval for the Officer's  Certificate  re
Terminated Contracts dated as of _______________ ____, 200___.

     Release of Contract Delivery Documents approved, without acknowledgement of
payment, by:

                                GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                By:
                                  Name:
                                  Title:
                                Date:


<PAGE>
<TABLE>
<CAPTION>
                                                                     EXHIBIT C-2

                        SCHEDULE OF TERMINATED CONTRACTS
                                       TO
                  OFFICER'S CERTIFICATE re TERMINATED CONTRACTS
                            DATED __________ __, 200_
                                 Page ___ of ___

     --------- -------- ------------------------------- ----------------------------- ------------------------------
<S>  <C>       <C>      <C>                             <C>                           <C>
               Reason
       No.      Code           Contract Debtor                Contract or Loan            Principal Balance at
               (See                  Name                          Number                origination of Contract
               below)
     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

     --------- -------- ------------------------------- ----------------------------- ------------------------------
     --------- -------- ------------------------------- ----------------------------- ------------------------------

Reason for Terminated Contract (insert one in the "Reason Code" box above)

"CO"     Charged-Off Contract.
"PF"     Paid in full.
"RS"     Rescission.
"M"      Modified and reissued.
"T"      Trade-in.
"O"      Other (attach written explanation).
</TABLE>

<PAGE>

                                                                       EXHIBIT D
                                  TRUST RECEIPT
                                 April __, 2001

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, CT 06830
Attention: Asset-Backed Operations

Re:  Custodial  Agreement dated as of April ___, 2001 by and between BNY Midwest
     Trust Company, as Custodian,  Ugly Duckling Corporation,  Ugly Duckling Car
     Sales  &  Finance  Corporation,  Ugly  Duckling  Credit  Corporation,  Ugly
     Duckling Car Sales,  Inc., Ugly Duckling Car Sales Florida,  Inc., and Ugly
     Duckling Finance  Corporation,  as Borrower and Greenwich Capital Financial
     Products, Inc., as Lender

Ladies and Gentlemen:

     In accordance  with the provisions of Section 3.02 of the  above-referenced
Custodial  Agreement  (capitalized  terms used and not defined herein shall have
the meaning they are given  therein),  the  undersigned,  as  Custodian,  hereby
certifies that it has received and will maintain possession of, for the sole and
exclusive  benefit of Lender,  Custodial  Contract Files with respect to (i) the
number of Contracts and (ii) having an aggregate  Principal Balance  (determined
with  respect  to each  Contract  as of the  date on  which  such  Contract  was
originated),  in each case, as set forth in the Contract Summary Report attached
hereto as Trust Receipt Exhibit A. The Custodian  hereby  authorizes  Lender and
its designees, including without limitation, The Chase Manhattan Bank ("Chase"),
from time to time to replace the Contract  Summary Report  theretofore  attached
hereto as Trust Receipt Exhibit A with the most recent  Contract  Summary Report
delivered by Custodian,  in accordance with Section 3.02 and Section 3.03 of the
Custodial  Agreement.  Upon  replacement  of Exhibit A with an updated  Contract
Summary  Report by  Custodian,  and without  the need for any further  action or
authorization  by Custodian,  this Trust Receipt shall be deemed to include such
updated Contract Summary Report.

     BNY Midwest Trust Company, as Custodian, makes no representations as to (i)
the  validity,  legality,  enforceability,  sufficiency,  due  authorization  or
genuineness of any of the Custodial Contract Files, or (ii) the  collectibility,
insurability, effectiveness or suitability of any such Custodial Contract Files.

                                BNY MIDWEST TRUST COMPANY, as Custodian

                                By:_________________________________
                                Name:_______________________________
                                Title:______________________________

<PAGE>

                                                                       EXHIBIT E

                          REVIEW CRITERIA FOR CUSTODIAN
PART I

With  respect to each Pledged  Contract  that is part of the Initial  Pool,  the
Custodian  shall review the documents and files  described below to confirm that
each of the following statements is true:

1.   The  related  Custodial  Contract  File  includes  each  of  the  following
     documents:

     a.   the original Contract
     b.   the original or a copy of the Assignment (if applicable)
     c.   the original or a copy of the Modification (if applicable)
     d.   on the date of  initial  delivery  of such  Custodial  Contract  File,
          either the original  Certificate of Title or a copy of the Application
          for Title

2.   All Contract  Delivery  Documents  have been  reviewed by the Custodian and
     appear regular on their face.

3.   The Contract bears an original manual ink signature of the Contract Debtor.

4.   Each Pledged Contract:

     a.   has the  Regulation Z Box fully  completed b. bears the  assignment to
          Lender stamped on its face (if applicable)

5.   Verify the obligor's name and loan number in the Pledged  Contract  against
     the related Contract Delivery Schedule.


PART II

With respect to each Pledged  Contract that is not part of the Initial Pool, the
Custodian  shall  review  the  documents  and files  described  below to confirm
whether or not each of the following statements is true:

1.   The  related  Custodial  Contract  File  includes  each  of  the  following
     documents:

     a.   the original Contract
     b.   the original or a copy of the Assignment (if applicable)
     c.   the original or a copy of the Modification (if applicable)
     d.   on the date of  initial  delivery  of such  Custodial  Contract  File,
          either the original  Certificate of Title or a copy of the Application
          for Title
     e.   on and after the date which is 120 days from the Contract  origination
          date, the original Certificate of Title

2.   All Contract  Delivery  Documents  have been  reviewed by the Custodian and
     appear regular on their face.

3.   The following items set forth in the original  executed Contract agree with
     the data fields contained in the applicable Contract Delivery Schedule:

     a.   Contract Debtor name
     b.   Contract or account number
     c.   Contract date
     d.   VIN
     e.   year
     f.   make
     g.   model (where model is available on the  applicable  Contract  Delivery
          Schedule)
     h.   Principal Balance  (determined with respect to each Contract as of the
          date on which such Contract was originated)
     i.   interest rate (within an accepted variance of plus or minus 0.01%)

4.   The Contract bears an original manual ink signature of the Contract Debtor.

5.   The  Modification,  if any,  bears an original  manual ink  signature  or a
     facsimile transmitted signature of the Contract Debtor.

6.   The  Modification,  if any,  conforms to the data fields  contained  in the
     Contract Delivery Schedule:

     a.   Contract Debtor name
     b.   Contract or account number
     c.   Contract date

7.   The Certificate of Title, at such time as received by the Custodian, agrees
     with  the  following  data  fields  specified  in the  applicable  Contract
     Delivery Schedule:

     a.   Contract Debtor name
     b.   VIN
     c.   year
     d.   make
     e.   model (where model is available on the data file)
     f.   Lender
     g.   Lien position

8.   The Application of Title, if delivered in lieu of the Certificate of Title,
     agrees with the following data fields specified in the applicable  Contract
     Delivery Schedule:

     a.   Contract Debtor name
     b.   VIN
     c.   year
     d.   make
     e.   model (where model is available on the data file)
     f.   Lender

<PAGE>

                                                                       EXHIBIT F

                     DATA FIELDS FOR MASTER CUSTODIAL REPORT

1.   Contract account number;

2.   name of the Contract Debtor;

3.   Principal Balance  (determined with respect to each Contract as of the date
     on which such Contract was originated);

4.   indication  as to the delivery  status of the Contract and  Certificate  of
     Title (or if applicable the Application for Title);

5.   any other information reasonably requested by the Lender.


<PAGE>

                                                                       EXHIBIT G

                             CONTRACT SUMMARY REPORT
                             _______________, 200__

                                                      TRANSMITTED VIA TELECOPIER

Chase Manhattan Bank (as Agent for Lender)  Greenwich Capital Financial Products
Attention: Jennifer John                    Inc., (Lender)
Four New York Plaza, Ground Floor           600 Steamboat Road
Outsourcing Department                      Greenwich, CT 06830
New York, New York  10004                   Attention: ____________________
Telephone number:   203-623-5953            Telephone number:  212-618-2700
Telecopier number:   203-623-5953           Telecopier number: 212-623-2135

Ladies and Gentlemen:

     Reference  is made to (i) that  certain  Custodial  Agreement,  dated as of
April ___, 2001 (as amended from time to time, the "Custodial Agreement") by and
between BNY Midwest  Trust  Company  (the  "Custodian")  and  Greenwich  Capital
Financial  Products,  Inc.  (the  "Lender")  and Ugly  Duckling  Corporation,  a
Delaware  corporation  ("Ugly  Duckling"),  Ugly  Duckling Car Sales and Finance
Corporation,   an  Arizona   corporation   ("UDCSFC"),   Ugly  Duckling   Credit
Corporation,  an Arizona corporation ("UDCC"), Ugly Duckling Car Sales, Inc., an
Arizona  corporation  ("Car Sales"),  Ugly Duckling Car Sales  Florida,  Inc., a
Florida corporation ("Car Sales Florida") and Ugly Duckling Finance Corporation,
an Arizona  corporation  ("UDFC") (Ugly Duckling,  UDCSFC,  UDCC, Car Sales, Car
Sales Florida and UDFC are  collectively  referred to therein as the "Borrower";
UDCC is  sometimes  referred  to  therein  as the  "Servicer")  and to (ii) that
certain Loan and Security  Agreement  dated as of April ___, 2001 by and between
the  Borrower  and  the  Lender  (as  amended  from  time  to  time,  the  "Loan
Agreement").  Capitalized  terms  used but not  defined  herein  shall  have the
meaning ascribed to such term in the Custodial  Agreement,  or if not defined in
the Custodial Agreement, the Loan Agreement.

     The undersigned,  ___________________________,  hereby certifies that he or
she is a duly-elected and qualified officer of the Custodian, and hereby further
certifies as follows:

     The total number of Pledged Contracts in the possession of the Custodian is
__________.

     The aggregate  Principal Balance  (determined with respect to each Contract
as of the date on which such Contract was  originated) of all Pledged  Contracts
in the possession of the Custodian is $-----------------------------.

         BNY Midwest Trust Company, as Custodian, represents and warrants to the
addressees that the above  information is current as of 9:00 p.m. (eastern time)
on the Business Day prior to the delivery of this Contract Summary Report.

                                BNY MIDWEST TRUST COMPANY, as Custodian


                                By:________________________________________

                                Name:

                                Title:


<PAGE>

                                                                       EXHIBIT H

                 A COPY OF THE LOAN AGREEMENT FOLLOWS THIS PAGE.

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