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                                                                   Exhibit 10.15


                               ESPLANADE SUBLEASE
                                   AGREEMENT
                     (ENVIROTEST/UGLY DUCKLING - SUITE 1150

         This Esplanade Sublease Agreement (Envirotest/Ugly Duckling - Suite
1150) is entered into as of April 15, 1996 (the "Sublease Date") between the
undersigned Subtenant and Sublandlord.

                                   BACKGROUND

         A.       Landlord and Tenant are parties to the Master Lease covering
the Premises generally described as Suite 1150 located at 2525 East Camelback
Road, Phoenix, Arizona. The Rentable Area of the Premises 13,324 square feet.

         B.       Tenant, as the Sublandlord, desires to sublease the Premises
to Subtenant upon the terms and conditions of this Sublease.

         C.       As of the Consent Date, Landlord has executed the Consent
authorizing the execution of this Sublease.

         For valuable consideration, Sublandlord and Subtenant agree as follows:

                                   AGREEMENT

         1.       Incorporation and Defined Terms. This Sublease incorporates by
reference all of the terms and conditions of the Master Lease, and initially
capitalized terms that are used in this Sublease but not defined in this
Sublease will have the meanings ascribed to them in the Master Lease. In
addition to those terms defined elsewhere in this Sublease or in the Master
Lease, the following defined terms are used in this Sublease:

                  a.       "Consent" means the attached Landlord Consent to
                           Sublease.

                  b.       "Landlord" means Esplanade Office Limited
                           Partnership, a Delaware limited partnership, and its
                           successors and assigns under the Master Lease.

                  c.       "Master Lease" means the Esplanade Lease Agreement
                           (Office) Parcel 1B, dated June 22, 1994, between
                           Landlord and Tenant, covering the 13,324 square feet
                           known as Suite 1150 located on the 11th Floor of the
                           Building.
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                  d.       "Obligations" means all duties, obligations,
                           covenants, liabilities, indemnities and the like of
                           the applicable party under the Master Lease or this
                           Sublease, as indicated in the text of this Sublease,
                           throughout the Sublease Term.

                  e.       "Occupancy Date" means April 27, 1996.

                  f.       "Rentable Sublease Square Feet" means the rentable
                           square footage of the Sublease Space as confirmed and
                           approved by Subtenant and Sublandlord under Paragraph
                           9 below.

                  g.       "Sublandlord" means Envirotest Systems Corp., a
                           Delaware corporation. Sublandlord is referred to as
                           the "Tenant" under the Master Lease, and is likewise
                           sometimes referred to as the Tenant in this Sublease.

                  h.       "Sublease" means this Esplanade Sublease Agreement
                           (Envirotest/Ugly Duckling - Suite 1150) and the
                           attached Consent, as either or both are amended from
                           time to time during the Sublease Term.

                  i.       "Sublease Base Rent" means the following base rents
                           to be paid by Subtenant under this Sublease:

                           -        From the Sublease Rent Commencement Date of
                                    April 27, 1996 through August 31, 1997,
                                    $20.00 per Rentable Sublease Square Foot per
                                    annum ($20.00 X 13,324 X 1/12 = $22,206.67
                                    per month).

                           -        From September 1, 1997 through August 31,
                                    1999, $22.00 per Rentable Sublease Square
                                    Foot per annum ($22.00 X 13,324 X 1/12 =
                                    $24,427.33 per month).

                           -        From September 1, 1999 through August 31,
                                    2001, $24.00 per Rentable Sublease Square
                                    Foot per annum ($24.00 X 13,324 X 1/12 =
                                    $26,648.00 per month).

                  j.       "Sublease Expiration Date" means the expiration date
                           of the Sublease Term, as defined below.


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                  k.       "Sublease Rent Commencement Date" means April 27,
                           1996.

                  l.       "Sublease Space" means the entire Premises described
                           in the Master Lease.

                  m.       "Sublease Term" means the Original Sublease Term as
                           may be extended by any Extension Term established in
                           this Sublease. The "Original Sublease Term" means the
                           term commencing on the Sublease Date and expiring on
                           August 31, 2001.

                  n.       "Subtenant" means Ugly Duckling Holdings, Inc., an
                           Arizona corporation.

                  o.       "Subtenant's Proportionate Share of Building Direct 
                           Expense" means 5 and 68/100 percent (5.68%) which was
                           obtained by dividing the Rentable Space Square Feet 
                           by the Rental Area and the Building Office Space 
                           (i.e., 234,658 square feet), as set forth in the 
                           Master Lease, and multiplying the resulting quotient 
                           to the fourth decimal place by one hundred (100).

                  p.       "Subtenant's Proportionate Share of Project Direct
                           Expense" means 1 and 21/100 percent (1.21%).

         2.        Incorporation of Master Lease. The Master Lease, a copy of
which is attached as Exhibit "A" to this Sublease, is incorporated into and made
a part of this Sublease by this reference.

                  a.       Subtenant assumes, agrees to perform, and agrees to
                           be bound by each and every one of the Obligations of
                           the Tenant stated in the Master Lease accruing on and
                           after the Sublease Date (as if Subtenant were the
                           Tenant, and Sublandlord were the Landlord, under the
                           Master Lease) throughout the end of the Sublease
                           Term. In the event of any conflict between the terms
                           of this Sublease and those stated in the Master
                           Lease, the terms of this Sublease shall govern for
                           the purposes of resolving conflicts between the
                           Subtenant and Sublandlord only.

                  b.       Because Sublandlord and Subtenant have agreed to
                           incorporate the Master Lease by reference, the
                           provisions stated in the Master Lease shall be deemed
                           modified as they apply to the Sublandlord-Subtenant
                           relationship, to the extent reasonably necessary, so
                           that application of


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                           the Master Lease provisions will be consistent with
                           the purpose and intentions of the parties in entering
                           into this Sublease. Except as otherwise provided in
                           this Sublease, in any case where a grace period would
                           be granted to the Tenant under the Master Lease with
                           respect to the performance or observance of any
                           covenant, condition, or obligation, the Subtenant
                           shall be deemed to be in default under this Sublease
                           if it has not performed or observed the covenant,
                           condition, or obligation within a grace period of the
                           same length as that stated in the Master Lease. In
                           any case where the Master Lease would require or
                           permit the Tenant to notify the Landlord of any
                           matter, the Subtenant shall give to Sublandlord and
                           Landlord any corresponding required or permitted
                           notice in writing on or before the date by which the
                           Tenant under the Master Lease would be required or
                           permitted to give the notice.

         3.       Sublease. Subtenant agrees to sublease from Sublandlord, and
Sublandlord agrees to sublease to Subtenant, the Sublease Space for the Sublease
Term upon the terms and conditions in this Sublease. The Sublease Space
constitutes the entire Premises leased to Sublandlord by Landlord under the
Master Lease. This Sublease will not be valid and binding on Sublandlord and
Subtenant until Landlord has executed the Consent.

         4.       Continued Partial Occupancy by Sublandlord. Subtenant agrees
to permit Sublandlord to occupy that portion of the Sublease Space designated as
Rooms 3 through 17, inclusive (which is located to the northwest of the
reception area), and to store one wire rack of computer equipment and a floor
standing PBX telephone system in the Sublease Space, until May 31, 1996, without
any compensation or other consideration paid or payable by Sublandlord to
Subtenant.

         5.       Subtenant Covenants. Subtenant covenants to Sublandlord that:

                  a.       Subtenant will perform in a timely and complete
                           manner all Obligations of Subtenant under this
                           Sublease.

                  b.       Subtenant will perform in a timely and complete
                           manner all Obligations of Tenant under the Master
                           Lease to the extent the Obligations relate to the
                           Sublease Space.

                  c.       Subtenant has reviewed and understands the terms of
                           the Master Lease and this Sublease.


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                  d.       Subtenant will not perform any act or fail to perform
                           any act with respect to the Sublease Space that would
                           constitute a default under the Master Lease.

         6.       Sublandlord Covenants, Sublandlord covenants to Subtenant
that:

                  a.       Sublandlord will perform in a timely and complete
                           manner all Obligations of Sublandlord under this
                           Sublease.

                  b.       Sublandlord will perform in a timely and complete
                           manner all Obligations of Tenant under the Master
                           Lease, to the extent they are not performed by
                           Subtenant, including: (i) the payment of all Monthly
                           Base Rent at the per square foot rental rate
                           enumerated in the Master Lease; (ii) the payment of
                           Tenant's Proportionate Share of Building Direct
                           Expenses and Tenants Proportionate Share of Project
                           Direct Expenses enumerated in the Master Lease; and
                           (iii) the payment of any other additional rent due
                           under the Master Lease.

                  c.       Sublandlord has reviewed and understands the terms of
                           the Master Lease and this Sublease.

         7.       Direct Payments to Landlord. During the Sublease Term,
Subtenant agrees to pay the Sublease Base Rent, Subtenant's Proportionate Share
of Project Direct Expense, and any and all other additional rent and other
payments (including late charges, interest, and fees) corresponding to the
Sublease Space and due under the Master Lease, directly to Landlord at the times
and in the manner required under this Sublease or under the Master Lease, as
appropriate.

         8.       Other Compensation. Sublandlord and Subtenant acknowledge that
Article 15 of the Master Lease contains a provision that obligates Sublandlord
to pay to Landlord certain fees, rent, or other compensation collected on any
Sublease Agreement over and above stated rent due under the Master Lease.
Sublandlord and Subtenant acknowledge that Landlord has not waived this
provision. As consideration for Landlord's consent to this Sublease Agreement,
Sublandlord and Subtenant represent to Landlord that there are no oral or
written agreements for fees, rent, or other compensation to Sublandlord between
Sublandlord and Subtenant regarding the Sublease of the Premises other than
those set forth in the Sublease. Landlord acknowledges that Subtenant, pursuant
to an Equipment Sale Agreement, has agreed to purchase from Sublandlord certain
furniture, equipment, and other personal property currently located in the
Sublease Space, and Landlord acknowledges that the proceeds of this sale are
separate and distinct from this Sublease of the Sublease Space and do not
constitute additional rent due Landlord for purposes of Article 15 of the Master
Lease.


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         9.       Sublease Space Confirmations. Sublandlord and Subtenant agree
that they, respectively, have had ample opportunity to review and measure the
Rentable Sublease Square Feet and agree that the Rentable Area of the Premises
is conclusively deemed to be 13,324 square feet for all purposes under this
Sublease and the Master Lease. Recognizing that different methods of measuring
the square footage of the Premises may lead to different results, Sublandlord
and Subtenant agree that 13,324 square feet in an accurate and agreeable
measurement of the square footage of the Premises and each agrees not to claim
any error or discrepancy in the measurement for any purpose under this Sublease
and the Master Lease.

         10.      Use. Subtenant agrees to use the Sublease Space for general
office use only and no other use without the prior consent of the Landlord under
the terms and conditions of the Master Lease. Subtenant further agrees to be
bound by all use restrictions in the Master Lease.

         11.      Compliance with Office Building Rules and Regulations. A copy
of the Office Building Rules and Regulations pertaining to the Premises is
attached as "Exhibit "E" to the Master Lease. Subtenant has reviewed and
understands the Office Building Rules and Regulations. Subtenant agrees to
observe and comply with the terms and provisions of such Office Building Rules
and Regulations, as they may be amended or modified from time to time under the
terms of the Master Lease.

         12.      Signage. Subtenant understands that Article 51 of the Master
Lease specifically provides signage rights to Sublandlord. By its execution of
this Sublease, Sublandlord intends to transfer all signage rights available to
Sublandlord under the Master Lease to Subtenant. Any additional signage rights
available to Subtenant will be solely those made available by Landlord to
Subtenant under the Consent.

         13.      Parking. Subtenant is entitled to utilize up to thirteen (13)
reserved and up to twenty-six (26) non-reserved parking spaces available under
the terms of the Master Lease. Commencing with the Sublease Rent Commencement
Date, Subtenant agrees to pay directly to Landlord the Parking Charge specified
in the Master Lease for the maximum number of parking spaces available to
Subtenant.

         14.      Cancellation Right. Sublandlord and Subtenant agree that
neither will retain any cancellation rights under Article 50 of the Master Lease
with respect to the Sublease Space, and Article 50 of the Master Lease will be
deleted in its entirety.

         15.      Option to Renew. Sublandlord and Subtenant agree that neither
will retain any renewal options contained in Article 49 of the Master Lease with
respect to the Sublease Space, and Article 49 of the Master Lease will be
deleted in its entirety. Notwithstanding the foregoing, Subtenant, and only
Subtenant, will have the following renewal option:


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                  a.       The Original Sublease Term may be extended only by
Subtenant for one (1) additional five (5) year term ("Extension Term") only if
the following conditions are satisfied: (i) Subtenant delivers written notice to
Landlord of Subtenant's extension election at least ninety (90) days and no
earlier than one hundred eighty (180) days before the expiration of the Original
Sublease Term; (ii) Subtenant has fully and faithfully performed its obligations
under the Master Lease and Sublease through the Original Sublease Term; and
(iii) neither Subtenant nor Tenant are in default under the Master Lease or the
Sublease and no event has occurred or fact exists which, but for the passage of
time or the giving of notice, would constitute a default under the Master Lease
or the Sublease. If any of these conditions are not satisfied at the time of the
delivery of the extension election by Subtenant, the extension election will be
deemed ineffective and not valid. This ability to extend will be a right
personal only to Ugly Duckling Holdings, Inc. and may not be assigned to any
other subsequent tenant, unless Landlord otherwise agrees specifically in
writing at the time of the assignment, in Landlord's sole discretion.

                  b.       During the Extension Term, all terms and provisions
of the Master Lease and Sublease will remain in full force and effect, except
that the Monthly Base Rent will be established in the manner set forth below,
Landlord will not be obligated to construct any tenant improvements or make or
pay any tenant improvement allowance during the Extension Term or to make any
rent or other concessions, and no options to extend will be available or
enforceable.

                  c.       The Monthly Base Rent payable by Subtenant under this
Lease during the Extension Term will be determined in accordance with the
following procedures. During the twenty (20) day period following Subtenant's
extension election, Landlord and Subtenant will negotiate in good faith to
establish the rent to be paid for the Sublease Space throughout the Extension
Term based on the fair rental value of the Sublease Space at the expiration of
the Original Sublease Term, taking into consideration length of lease, tenant
improvement allowances, parking charges, differing base years, rent concessions,
and other relevant economic factors. If an agreement establishing the rent for
the Extension Term is reached, the parties immediately will evidence the
agreement in a written instrument signed by both parties.

                  d.       If the parties are unable to agree upon a fair rental
value for the Leased Premises within the twenty (20) day negotiation period and
Subtenant, by written notice to Landlord delivered prior to expiration of the
twenty (20) day negotiation period described above, notifies Landlord that
Subtenant still wishes to exercise its option to renew (with Subtenant's written
notice being referred to as the "Tenant Extension Confirmation"), Landlord and
Subtenant will each select a qualified and independent MAI appraiser of its
choice with at least five (5) years' experience in appraising office projects in
the Phoenix area and will each notify the other party in writing within ten (10)
days after the expiration of the twenty (20) day negotiation period of their
selected appraiser.

                  e.       By no later than thirty (30) days after the selection
of both appraisers, the appraisers will determine the fair rental value of the
Sublease Space. If the fair rental value determined by the two (2) appraisers
differs by less than five percent (as determined by dividing (i)


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the difference between the higher fair rental value and the lower fair rental
value applicable to the first year of the Extension Term by (ii) the lower fair
rental value applicable to the first year of the Extension Term), the fair
rental value for the Sublease Space will be the higher of the two fair rental
values.

                  f.       If the two (2) appraisals differ by five percent (5%)
or more, as determined above, the appraisers that are selected will each select
a third independent MAI appraiser with similar qualifications. The third
appraiser will be selected within a period of ten (10) days after preparation
of the later of the two (2) appraisals described above. By no later than thirty
(30) days after selection of the third appraiser, the three (3) appraisers will
make a unanimous determination of the fair rental value for the Sublease Space
at the expiration of the Original Sublease Term and will send a copy of their
determination to Landlord and Subtenant. If the three appraisers cannot agree
upon a fair rental value of the Sublease Space at the expiration of the Original
Sublease Term, the joint decision of any two of the appraisers will establish
the fair rental value for the Extension Term.

                  g.       If either party fails to select an appraiser and to
notify the other party within the time period described above of the identity of
that appraiser, the other party will notify the non-selecting party of the
non-selecting party's failure to select an appraiser, and the non-selecting
party will have an additional period of five (5) business days after the receipt
of the additional notice to select an appraiser. If the non-selecting party
again fails to select a MAI appraiser during the additional five (5) business
day period, the appraiser selected by the other party will determine the fair
rental value of the Sublease Spaces and the determination will be binding on
both parties.

                  h.       Landlord and Subtenant will each bear the full
expense of the appraiser each selects, and the expense of the third appraiser
will be shared equally by Landlord and Subtenant.

                  i.       To memorialize Subtenant's election to exercise its
extension options and the agreement of Landlord and Subtenant as to the new
Monthly Base Rent during any Extension Term, Landlord may require Subtenant to
execute a "Lease Extension Agreement" or similar document.

         16.      Right of First Refusal. Sublandlord and Subtenant, agree that
neither will retain any right to exercise the rights of first refusal under
Article 52 of the Master Lease and Article 52 of the Master Lease will be
deleted in its entirety. Notwithstanding the foregoing, Subtenant, and only
Subtenant, will have the following first right of refusal:

                  a.       During the Sublease Term, and so long as the
Subtenant is not in default under the Master Lease or the Sublease and no event
has occurred or fact exists which, but for the passage of time or the giving of
notice, would constitute a default under the Master Lease or


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the Sublease, Landlord, before entering into a lease with any third party for
the contiguous space described on Exhibit "B" to this Sublease and located on
the 11th floor of the Building ("Additional 11th Floor Space"), will notify
Subtenant in writing of the monthly rent, rental increases, and other economic
provisions ("Rental Terms") upon which Landlord would be willing to lease the
Additional 11th Floor Space directly to Subtenant, and Subtenant will have the
first right of refusal ("FRR") to lease the Additional 11th Floor Space. This
first right of refusal is not applicable unless and until the Additional 11th
Floor Space is vacated by the existing tenant (Unisys Corporation) or its
successors and assigns.

                  b.       If, within five (5) business days after receipt of
Landlord's notice, Subtenant delivers to Landlord a written notice of
Subtenant's intent to lease the Additional 11th Floor Space for a lease term not
to exceed the Sublease Term (including any then exercised lease renewal
options), Landlord will proceed to negotiate directly with Subtenant for a lease
of the Additional 11th Floor Space on the same terms as contained in the Master
Lease and the Sublease, except: (i) the Rental Terms will be incorporated into a
new lease or an amendment to the Master Lease and Sublease; (ii) if a new lease
is utilized, the new lease and the Master Lease and Sublease will be
cross-defaulted; and (iii) lease terms that are dependent upon the size of the
premises, such as Subtenant's proportionate share of expenses, will be modified
accordingly. If the lease renewal option available under Paragraph 15 of the
Sublease has not been exercised, the new lease or lease amendment also will
contain a renewal option similar to that contained in the Sublease at the fair
rental value for the Additional 11th Floor Space. If Subtenant does not deliver
its notice of intent to lease the Additional 11th Floor Space in a timely
manner, or if Landlord and Subtenant are unable to agree on the terms of a lease
for the Additional 11th Floor Space within ten (10) days following Subtenant's
delivery of its written notice of intent, Subtenant's FRR for the Additional
11th Floor Space will terminate, and Landlord will have the right to lease the
Additional 11th Floor Space or any portion of the Additional 11th Floor Space to
a third party on the same or substantially similar Rental Terms.

                  c.       This first right of refusal to lease the Additional
11th Floor Space is a one time right that is personal only to Ugly Duckling
Holdings, Inc. and is not transferrable or assignable and is not exercisable by
the Sublandlord under the Sublease,

         17.      Alterations. Subtenant agrees to take possession of the
Sublease Space in an "AS IS - WHERE IS" condition.

         18.      Termination. Sublandlord and Subtenant agree that, if either
receives a default or termination notice from Landlord under the Master Lease or
this Sublease, they will deliver a copy of the notice immediately to the other
party. No additional grace or notice and cure periods will apply to this
Sublease beyond the grace or notice and cure periods described in the Master
Lease.


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         19. Default by Subtenant - Sublandlord Remedy. In the event of any
material default or breach by Subtenant under the terms of this Sublease or
under Article 21 of the Master Lease, Sublandlord shall have all of the rights
and remedies against Subtenant that Landlord would have against Sublandlord
under Article 22 of the Master Lease if Sublandlord was in default or breach
under the Master Lease.

         20. Representations and Warranties of Subtenant.

                  a.       Organization, Corporate Power and Good Standing.
                           Subtenant represents and warrants to Sublandlord and
                           Landlord that it is duly incorporated, validly
                           existing and in good standing under the laws of
                           Arizona.

                  b.       Authority. Subtenant represents and warrants to
                           Sublandlord and Landlord that Subtenant has all
                           requisite corporate power and authority to enter into
                           this Sublease.

                  c.       Compliance with Applicable Laws. Subtenant
                           represents, warrants, and covenants to Sublandlord
                           and Landlord that it is presently in compliance, and
                           that it will continue throughout the Sublease Term to
                           remain in compliance, with all applicable laws,
                           rules, and regulations relating to or otherwise
                           affecting its business operations.

                  d.       No Conflicts. Subtenant represents and warrants to
                           Sublandlord and Landlord that this Sublease does not
                           create any default, breach, or other conflict with or
                           under any other contract, agreement or obligation to
                           which Subtenant is a party or by which any of
                           Subtenant's assets are bound.

                  e.       Financial Condition. Subtenant represents and
                           warrants that Subtenant has delivered to Sublandlord
                           financial statements that fairly present the
                           financial condition of Subtenant as of December 31,
                           1995 in accordance with generally accepted accounting
                           procedures.

         21. Representations and Warranties of Sublandlord.

                  a.       Organization, Corporate Power and Good Standing.
                           Sublandlord represents and warrants to Subtenant and
                           Landlord that it is duly incorporated, validly
                           existing and in good standing under the laws of
                           Delaware, and that it is authorized to do business in
                           Arizona.


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                  b.       Authority. Sublandlord represents and warrants to
                           Subtenant and Landlord that Sublandlord has all
                           requisite corporate power and authority to enter into
                           this Sublease.

                  c.       Compliance with Applicable Laws. Sublandlord
                           represents, warrants, and covenants to Subtenant and
                           Landlord that it is presently in compliance, and that
                           it will continue throughout the Sublease Term to
                           remain in compliance, with all applicable laws,
                           rules, and regulations relating to or otherwise
                           affecting its business operations pertaining to the
                           Sublease Space.

                  d.       No Conflicts. Sublandlord represents and warrants to
                           Subtenant and Landlord that this Sublease does not
                           create any default, breach, or other conflict with or
                           under any other contract, agreement, or obligation to
                           which Sublandlord is a party or by which any of
                           Sublandlord's assets are bound.

         22. Indemnification of Sublandlord. Subtenant agrees to indemnify
Sublandlord and hold Sublandlord harmless from and against any and all
penalties, costs, expenses (including reasonable attorneys' fees), claims,
demands, and causes of action arising out of or pertaining to any acts, events
or omissions occurring on or after the Sublease Date, including claims based
upon imputed negligence, that arise out of or in connection with: (a) any
accident or other occurrence in or on the facilities (including, without
limitation, stairways passageways or hallways), the use of which Subtenant may
have in conjunction with other tenants of the Building, when such injury or
damage is caused in part or in whole by the act or omission of Subtenant, its
agents, contractors, servants, employees, licensees, invitees, permittees,
customers, clients or guests; (b) the condition of, or any defect in, the
Sublease Space or any part of the Sublease Space or any improvements of the
Sublease Space; (c) the condition of, or any defect in, all or any part of
Subtenant's fixtures or equipment; or (d) the use or occupancy of the Sublease
Space by Subtenant. If any action or proceeding is brought against Sublandlord
for any of the foregoing reasons, Subtenant, upon notice from Sublandlord, shall
defend the same at Subtenant's expense by counsel satisfactory to Sublandlord.

         23. Insurance. Subtenant shall at is own cost and expense procure and
maintain during the entire Sublease Term and any extensions of this Sublease
workmen's compensation insurance as required by statute as well as comprehensive
public liability insurance covering the Sublease Space and their surrounding
areas and naming Sublandlord as an additional insured in such amounts as
Sublandlord may from time to time require. The initial liability coverage under
such comprehensive public liability insurance shall not be less than $1,000,000
combined single limit, together with excess liability coverage of not less than
$5,000,000, including fire damage legal liability coverage in an amount adequate
to cover the cost of replacement of the Sublease Space. The comprehensive public
liability insurance shall be an occurrence type policy and also shall contain


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<PAGE>   12
cross liability endorsements and insure performance by Subtenant of the
indemnity provisions provided in Paragraph 22. The limits of the insurance shall
not, however, limit the liability of Subtenant under Paragraph 22. The originals
of all policies shall remain in possession of Subtenant; however, Subtenant
shall provide Sublandlord a certificate of insurance confirming the coverage
prior to the commencement of this Sublease and at each subsequent insurance
renewal. Subtenant also shall maintain in full force and effect throughout the
Sublease Term all risks insurance coverage in an amount adequate to cover the
cost of replacement of all personal property (including inventory) and contents
in the Sublease Space. All policies of insurance shall name Sublandlord as an
additional insured and shall provide that such insurance will not be cancelled
or subject to reduction of coverage or other modification except after thirty
(30) days written notice to Sublandlord. Subtenant shall furnish policy renewals
or binders to Sublandlord not less than ten (1O) days prior to the expiration of
any policy required under this Sublease. All insurance policies procured shall
be issued by a responsible company or companies authorized to do business in the
State of Arizona and reasonably satisfactory to Sublandlord.

         24. Third-Party Beneficiary. Except for Landlord, which is an express
beneficiary of this Sublease, Sublandlord and Subtenant do not intend that this
Sublease benefit any third party.

         25. Amendments. No amendments to this Sublease will be valid unless in
writing, signed by Sublandlord and Subtenant, and consented to by Landlord.

         26. Notices. All notices between Sublandlord and Subtenant under this
Sublease will be delivered in the manner required under Article 26 of the Master
Lease to the addresses set forth below.

                         Envirotest Systems, Inc.
                         246 Sobranty Way
                         Sunnyvale, California 94086
                         Attention: General Counsel

                                  and

                         Ugly Duckling Holdings, Inc.
                         2525 East Camelback Road, Suite 1150
                         Phoenix, Arizona 85016

         27. Governing Law. The terms of this Sublease are governed by the
procedural and substantive laws of the State of Arizona.

         28. Counterparts. This Sublease may be executed in any number of
original or telecopy counterparts, each of which, when executed and delivered,
will constitute one binding contract and instrument.



                                      -12-
<PAGE>   13
          This Sublease is executed and effective as of the Sublease Date.

                                         "Sublandlord"
                                         Envirotest Systems Corp., a
                                         Delaware corporation

                                         By: (Illegible)
                                          Its: Vice President

                                         Address: 246 Sobranty Way
                                                  Sunnyvale, California 94086

                                                  Attention: General Counsel


                                         "Subtenant"

                                         Ugly Duckling Holdings, Inc.
                                         an Arizona corporation


                                         By: (Illegible)
                                          Its: Senior Vice President

                                         Address: 2525 East Camelback Road
                                                  Suite 1150
                                                  Phoenix, Arizona 85016


                                      -13-
<PAGE>   14
                                   EXHIBIT"A"
                                       TO
                          ESPLANADE SUBLEASE AGREEMENT

                           (Master Lease, Paragraph 2)
<PAGE>   15
                                   EXHIBIT"B"
                                       TO
                          ESPLANADE SUBLEASE AGREEMENT
                 (Additional 11th Floor Space, Paragraph 16.a.)
<PAGE>   16
FLOOR PLATE     BUILDING B


Eleventh Floor


                                 [FLOOR PLATE]



                            Approximate Square Feet

                                 6,978 Useable
                                   872 Common Area
                                 -----
                                 7,850 Rentable

                                  EXHIBIT "B"
<PAGE>   17
                          LANDLORD CONSENT TO SUBLEASE

         This Landlord Consent to Sublease ("Consent") is given as of the date
set forth below Landlord's signature ("Consent Date"), by Esplanade Office
Limited Partnership, a Delaware limited partnership, as "Landlord" under the
Master Lease described in the Esplanade Sublease Agreement (Office - Parcel 1B)
dated as of April 15, 1996 ("Sublease"), by and between Envirotest Systems
Corp., a Delaware corporation, as Sublandlord, and Ugly Duckling Holdings, Inc.,
an Arizona corporation, as Subtenant. Landlord consents to the Sublease subject
to the following terms and conditions:

         A. All initially capitalized terms used in this Consent shall have the
meanings given them in the Sublease or Master Lease, as applicable, unless
expressly superseded by the terms of this Consent.

         B. Nothing contained in this Consent or in the Sublease shall be
construed to:

                  i.       modify, waive, or affect: (1) any of the terms or
                           conditions of the Master Lease; (ii) any of the
                           Tenant's Obligations under the Master Lease; or (iii)
                           any rights or remedies of the Landlord under the
                           Master Lease or otherwise;

                  ii.      waive any present or future breach or default on the
                           part of the Tenant under the Master Lease (provided,
                           however, that Landlord acknowledges that, to the best
                           of its actual knowledge, there are no existing or
                           uncured defaults under the Master Lease); or

                  iii.     release or discharge the Tenant from any of its
                           Obligations under the Master Lease.

         C. In case of any conflict between the provisions of this Consent and
the provisions of the text of the Sublease, the provisions of this Consent will
prevail over those contained in the text of the Sublease. Except as provided in
the Sublease and this Consent, the Master Lease and all of its terms and
conditions will remain in full force and effect.

         D. Landlord does not intend to release or discharge Tenant from its
Obligations under the Master Lease or Sublease, and Tenant shall remain liable
and responsible for the full performance and observation of all of the
Obligations under the Master Lease or Sublease to be performed and observed by
Tenant, including the payment of all rent and late charges due under the Master
Lease.

         E. This Consent is not assignable.

         F. This Consent shall be effective with respect to the Sublease only,
and shall not be construed as a consent to further subletting or assigning by
Tenant or Subtenant or as a waiver of Landlord's right to object to or declare
void any other assignment or sublease under the Master Lease.
<PAGE>   18
         G. Landlord may directly enforce the Obligations of Subtenant under the
Sublease, and Landlord may exercise all rights and remedies available under the
Master Lease directly against Subtenant in the event of Subtenant's breach or
default under the Sublease or Master Lease. Landlord agrees to provide Subtenant
with copies of any notice to Sublandlord of any material breach or default under
the terms of the Master Lease.

         H. Landlord agrees that, so long as Subtenant continues to timely
perform its Obligations under the Master Lease and Sublease and is not in
default or breach of the Master Lease or Sublease, Landlord will permit
Subtenant's continued use and occupancy of the Sublease Space under the Sublease
notwithstanding any default or breach by Sublandlord under the Master Lease.

         I. Landlord, at Subtenant's sole cost and expense, agrees to provide
building standard Tenant signage for the Sublease Space and Tenant
identification on all lobby directories for the Building identifying the name of
the Subtenant.

         J. Landlord specifically advises Sublandlord and Subtenant that, as of
the Consent Date, Landlord has not approved any Subtenant improvements or
alterations and that all Landlord approvals for Subtenant improvements or
alterations must be obtained through the separate consent of Landlord under the
terms of the Master Lease. Any occupancy of the Premises during the performance
of any improvements or alterations by the Sublandlord or Subtenant will be at
the sole risk of the occupant, notwithstanding Landlord's consent to the
improvements or alterations.

         K. Sublandlord and Subtenant have represented to Landlord that there
are no oral or written agreements for fees, rent, or other compensation to
Sublandlord between Sublandlord and Subtenant regarding the Sublease of the
Premises other than those set forth in the Sublease. Landlord acknowledges the
existence of the Equipment Sale Agreement through which Subtenant has agreed to
purchase from Sublandlord certain furniture, equipment, and other personal
property currently located in the Sublease Space. Landlord acknowledges that the
proceeds of this sale are separate and distinct from the Sublease of the
Premises and do not constitute additional rent due Landlord for purposes
of Article 15 of the Master Lease. Landlord's acknowledgement of the Equipment
Sale Agreement is not, however, an agreement on its part to subordinate any
statutory or contractual liens arising out of the lease of the Premises, and the
Subtenant's payment and performance under the Equipment Sale Agreement will not
be a condition to (and will not give Sublandlord the ability to terminate)
Subtenant's occupancy of the Sublease Space.

         L. Landlord grants to Subtenant the renewal rights described in
Paragraph 15 of the Sublease and agrees to the deletion of Article 49 of the
Master Lease.

         M. Landlord grants to Subtenant the first right of refusal described in
Paragraph 16 of the Sublease and agrees to the deletion of Article 52 of the
Master Lease.

         N. Landlord agrees to the deletion of Article 50 of the Master Lease.

         O. Nothing in this Consent will be deemed a waiver by Landlord of the
indemnification obligations, insurance requirements, and liability limitations
outlined in the Master
<PAGE>   19
Lease, and Paragraphs 22 and 23 of the Sublease will not apply to Landlord and
are solely agreements between Subtenant and Sublandlord.

         P. Notwithstanding anything to the contrary in the Sublease (including
Paragraph 4), Landlord has not agreed to waive any payments of rent under the
Master Lease.

         Q. Nothing in this Consent will be deemed an undertaking by Landlord of
any Obligations under the Sublease other than those Obligations of the Landlord
to the Tenant under the Master Lease and under the Sublease.

         Landlord has executed this Consent as of the Consent Date.

                                         "Landlord"

                                          Esplanade Office Limited
                                          Partnership, a Delaware limited
                                          partnership

                                          By: Easterly No. 143, L.L.C., a
                                              Delaware limited liability
                                              company, its general partner

                                          By: [Illegible signature]
                                           Its: Vice President


                                                  Consent Date: