UGLY DUCKLING CORP
EX - 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>intcovwaiver_txt.txt
<DESCRIPTION>EX - 10.2
<TEXT>

Sent: Via Facsimile (602) 852-6696 and FEDEX

May 14, 2001

Mr. C. Robert Fulton, Treasurer
Ugly Duckling Corporation
2525 East Camelback Road, Suite 1150
Phoenix, AZ  85016

Re:  Amended and Restated Motor Vehicle  Installment  Contract Loan and Security
Agreement by and between General Electric Capital Corporation  ("GECC") and Ugly
Duckling  Corporation  and  affiliates  ("UDC")  dated as of August 15, 1997, as
amended (the "LSA").  All  capitalized  terms not defined  herein shall have the
same meaning as in the LSA.


Dear Bob:

You have  requested for GECC to waive the Interest  Coverage  requirement  under
section 13.6 of the LSA for the first quarter 2001,  which states that UDC shall
maintain a minimum  Interest  Coverage of 1.30:1.  Based on the information that
you have provided to GECC, UDC had Interest Coverage for the quarter ended March
31, 2001 of 1.26:1, which is a violation of the LSA.

Pursuant to your request, GECC has agreed to waive the Interest Coverage for the
quarter  ended March 31,  2001 (the  "Waiver")  subject to all of the  following
conditions:

o    Waiver is only for  Interest  Coverage for the period ended March 31, 2001.
     The  1.30:1  Interest  Coverage  requirement  will  be in  effect  for  all
     subsequent calendar quarters

o    All other covenants, terms and conditions of the LSA remain unchanged

o    Waiver is only  effective  to the extent that UDC has received a waiver for
     similar  violations  with its other creditors and is in compliance with all
     other material agreements

This Waiver shall not become  effective if it is not accepted by 5:00PM  Chicago
time on May 15, 2001.  The terms of the Waiver shall become  effective  upon our
receipt  and your  signature  of this  letter by such time.  If all of the terms
above terms are  acceptable  to Ugly Duckling  Corporation  please so signify by
acknowledging  so in the space  provided below and return an executed copy to GE
Capital.


                                            Very truly yours,
                                            General Electric Capital Corporation

                                            By: /s/ MICHAEL THORNTON
                                                --------------------------
                                                    MICHAEL THORNTON

                                            Title:  Account Executive
                                                   -----------------------





Acknowledge and Agreed by:
Ugly Duckling Corporation and affiliates

By: /s/ C. ROBERT FULTON
    ---------------------------
    C. ROBERT FULTON

Title: Treasurer
       ------------------------




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