UGLY DUCKLING CORP
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>4
<FILENAME>ex10-35txt.txt
<TEXT>
GREENWICH CAPITAL


February 11, 2002




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

Dear Greg:

By execution of this letter and upon receipt of a $10,000 waiver fee,  Greenwich
Capital  Financial  Products,  Inc.  ("Greenwich")  hereby  grants Ugly Duckling
Corporation  and its  related  subsidiaries  a Waiver of the  Cashflow  Interest
Coverage  Ratio,  the Debt to EBITDA Ratio and the Gross Margin  Ratio,  each as
contained  in Section  7.15 of the Ugly  Duckling  Corporation  Master  Loan and
Security Agreement dated April 13. 2001 (the "Agreement"), for the quarter ended
December 3], 200].

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

Sincerely.

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC.




Iraa J. Platt
Senior Vice President













Greenwich Capital Markets, inc. 600 Steamboat Road G,eenw4ch,  Connecticut 06830
Telephone: (203) 62S-2700


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</DOCUMENT>
