FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
Amendment Date: December 31, 1998
Company: Ugly Duckling Corporation
2525 East Camelback Road, Suite 1150
Phoenix, Arizona 85016
Employee: Ernest C. Garcia II
4330 North 57th Way
Phoenix, Arizona 85018
Company and Employee hereby mutually agree to amend the Employment
Agreement dated January 1, 1996 (the "Employment Agreement") by extending the
term of the Employment Agreement for three years. The expiration date in Section
5.1 of the Employment Agreement is hereby extended from December 31, 1998 to
December 31, 2001. Except as modified by this First Amendment, the Employment
Agreement remains in full force and effect and is hereby ratified and affirmed
by Company and Employee.
IN WITNESS WHEREOF, the parties hereby acknowledge their receipt,
review, understanding and acceptance of every provision of this First Amendment
as of the date stated below, effective as of the Amendment Date.
Company: Ugly Duckling Corporation
a Delaware corporation
By: /s/ STEVEN P. JOHNSON
-------------------------------
Name: Steven P.Johnson
Its: Senior Vice President
and General Counsel
Date: March 3, 1999
Employee: /s/ ERNEST C. GARCIA II
-------------------------
Ernest C. Garcia II
Date: 3-3-99