OPTION AGREEMENT FOR PURCHASE AND SALE
                                       OF
                              COMMERCIAL PROPERTY

Agreement Date:                 ______________________________

Seller:                         Verde Investments, Inc.
                                2575 East Camelback Road, Suite 700
                                Phoenix, Arizona 85016
                                Phone: (602) 778-5000
                                Fax: (602) 778-5025

Buyer:                          Ugly Duckling Corporation
                                2525 East Camelback Road, Suite 500
                                Phoenix, Arizona 85016
                                Phone: (602) 852-6600
                                Fax: (602) 852-6696

Property:                       Real property situated in Maricopa County,
                                Arizona,  commonly known as 4020 East Indian
                                School Road, Phoenix, Arizona, and legally
                                described on Exhibit "A" attached hereto.

<PAGE>

                     Option Agreement For Purchase And Sale
                                       Of
                              Commercial Property

     This Option  Agreement For Purchase And Sale Of Commercial  Property  (this
"Agreement")  is  made  by and  between  Verde  Investments,  Inc.,  an  Arizona
corporation  ("Seller") and Ugly Duckling  Corporation,  a Delaware  corporation
("Buyer"), effective as of November ___, 2000 (the "Agreement Date").

                                    Recitals

     The parties  acknowledge that the following recitals are correct statements
of  fact,  are  relied  upon  by the  parties  and are a  material  part of this
Agreement:

          A. Seller owns the real property situated in Maricopa County, Arizona,
     commonly  known as 4020 East Indian  School  Road,  Phoenix,  Arizona,  and
     legally  described  on  Exhibit  "A"  attached  hereto,  together  with all
     improvements located thereon (the "Property").

          B.  Seller  leases the  Property to Buyer's  subsidiary  pursuant to a
     long-term lease (the "Lease") and the Lease is guaranteed by Buyer.

          C.  Buyer  seeks an option to  purchase  the  Property  and  Seller is
     willing to grant to Buyer an option to purchase the Property, all under the
     terms of this Agreement.

     NOW,  THEREFORE,  in  consideration of the covenants,  representations  and
warranties  of the  parties  stated  herein,  the  performances  of the  parties
required hereby and the benefits accruing to the parties  hereunder,  Seller and
Buyer mutually agree and expressly intend to be legally bound as follows:

Section 1. Option Grant, Exercise and Conveyance

     1.1 Option Grant.  Under the terms and conditions stated in this Agreement,
Seller  hereby to Buyer an option to purchase the Property (the  "Option").  The
Option is granted in consideration of Buyer's guaranty of the Lease.

     1.2 Option  Exercise.  The term of the Option  (the  "Option  Term")  shall
commence as of the  Agreement  Date and shall expire on December  31, 2002.  The
Option may be  exercised  by Buyer at any time during the Option Term by Buyer's
delivery to Seller of written  notice of  exercise  of the Option  (the  "Option
Notice"). If Buyer fails to exercise the Option by delivery of the Option Notice
during the Option Term,  then upon  expiration  of the Option  Term,  the Option
shall automatically expire and may not be exercised thereafter.

     1.3  Conveyance.  The  Property  shall be  conveyed  within  30 days  after
delivery  of the Option  Notice  (the  "Closing  Date") by  Seller's  execution,
delivery and  recordation of a Quit Claim Deed in the form of Exhibit B attached
hereto and incorporated herein (the "Deed").

Section 2. Purchase Price and Payment.

     Buyer  shall pay to Seller as the total  price for all of  Seller's  right,
title and interest in the Property  $__________________  (the "Purchase Price").
The  Purchase  Price  shall be paid in full on the Closing  Date in  immediately
available funds.

Section 3. Closing Matters.

     3.1 Closing Date. The Closing Date shall occur within 30 days after Buyer's
exercise of the Option.  The parties shall complete the purchase and sale of the
Property on or before the Closing Date and neither  party is required to consent
to any extension of the Closing Date.

     3.2 Escrow  Agent.  Upon Buyer's  exercise of the Option,  Seller and Buyer
shall  retain a  mutually  acceptable  escrow  agent as their  mutual  agent for
closing the  conveyance of the Property  pursuant to this Agreement (the "Escrow
Agent").  This Agreement shall constitute the mutual instructions of the parties
to the Escrow Agent and such instructions cannot be modified without the written
consent of both  parties.  The Escrow  Agent  shall  prepare  statements  of the
closing of the  transactions  described  herein for review and  approval  by the
parties prior to the Closing Date (the "Closing Statements"). Escrow Agent shall
also insure the transfer of the  Property by the  issuance of the Owner's  Title
Policy and the senior  priority  of the Buyer Deed of Trust by  issuance  of the
Lender's  Title Policy.  Escrow Agent shall  prepare and file all  informational
returns,  including  without  limitation,  IRS Form  1099-S and shall  otherwise
comply with the  provisions  of Internal  Revenue Code Section  6045(e).  Escrow
Agent shall indemnify, protect, hold harmless and defend Seller, Buyer and their
respective attorneys for, from and against any and all claims,  actions,  costs,
loss  liability or expense  arising out of or in connection  with the failure of
Escrow Agent to comply with the provisions of this Section 3.2.

     3.3.  Seller's  Closing  Documents.  On or before the Closing Date,  Seller
shall deliver to Escrow Agent the following,  duly executed and  acknowledged by
Seller as required:

          3.3.1 The Deed.

          3.3.2 All other documents reasonably required for Seller and/or Escrow
                Agent to perform their respective obligations hereunder.

     3.4. Buyer's Closing Documents.  On or before the Closing Date, Buyer shall
deliver to Escrow Agent the following,  duly executed and  acknowledged by Buyer
as required:

          3.4.1 All documents reasonably required for Buyer and/or Escrow Agent
                to perform their respective obligations hereunder.

     3.5 Prorations.  All real property taxes,  assessments and association dues
on the Property  and all  expenses of  operation  of the  Property  shall not be
prorated but are paid by Buyer's subsidiary pursuant to the Lease.

     3.6 Costs.

          3.6.1 Buyer. Buyer  shall pay all  premiums  for any  title  insurance
                requested by Buyer.  Buyer  shall also pay all charges of Escrow
                Agent for performing  the services  required by this  Agreement,
                including recording and filing fees.  All costs payable by Buyer
                shall be identified in the Closing Statements.  Buyer shall also
                pay  all costs  of  Buyer's   performance  of  its   obligations
                hereunder.

          3.6.2 Seller. Seller shall not be required to pay any costs.

          3.6.3 Commissions. Neither  Seller  nor Buyer have dealt with any real
                estate brokers that may claim any brokerage fee relating to this
                transaction and each  party  shall  indemnify  the other for any
                claims for brokerage commissions by any such real estate brokers

     3.7 1031 Exchanges. If either Seller or Buyer seeks to sell or purchase the
Property or any part  thereof as an exchange of like-kind  Property  pursuant to
Internal  Revenue Code Section 1031,  the other party shall  cooperate  therein,
provided  such  exchange  does not  change  the  terms  and  conditions  of this
Agreement and does not impose any  additional  expense or liability on the other
party.

Section 4. Representations, Warranties and Indemnification by Seller.

     On the Agreement  Date and on the Closing Date,  Seller makes the following
representations,  warranties  and  covenants  to Buyer but to no other person or
entity:

     4.1  Authority.  Seller is duly  organized,  validly  existing  and in good
standing  under the laws of the State of  Arizona,  and Seller  has full  power,
authority  and legal  right to enter  into this  Agreement  and to  perform  all
covenants,  obligations and agreements of Seller hereunder. Seller has taken all
necessary action to authorize the execution,  delivery and performance by Seller
of this Agreement and all other documents or instruments  required in connection
with this Agreement,  and upon execution and delivery of this Agreement and such
other  documents and instruments by Seller and the other parties  thereto,  this
Agreement  and each of such  documents  and  instruments  will  have  been  duly
authorized,  executed  and  delivered by Seller and will  constitute  the legal,
valid and binding obligation of Seller enforceable in accordance with its terms.
Seller is not a foreign entity and no  withholdings  of the proceeds of the sale
of the Property is required under Section 1445 of the Internal Revenue Code.

     4.2  Contracts and Liens.  Seller has not entered into any other  contracts
for the sale of the Property which would affect  Seller's  ability to convey the
Property to Buyer.  Seller will not, without the prior written consent of Buyer,
subject  the  Property  to  any  additional  liens,   encumbrances,   covenants,
conditions,  easements,  rights-of-way,  or similar  matters after the Agreement
Date which will not be either approved by Buyer or eliminated on or prior to the
Closing Date.

     4.3 Legal  Actions.  There are,  and on the Closing Date there shall be, no
pending or threatened  legal  proceedings  against  Seller that would  adversely
affect, restrict or prohibit Seller's performance of this Agreement.

     4.3 No Fraudulent Conveyance.  Seller is not entering into the transactions
described in this  Agreement with an intent to defraud any creditor or to prefer
the rights of one creditor over any other. Seller and Buyer have negotiated this
Agreement at arms length and the  consideration  paid  represents fair value for
the assets to be transferred.

     4.5 Pre-Closing  Obligations.  Seller shall perform all obligations and pay
all amounts  required of the owner of the  Property  prior to the Closing  Date,
subject to Buyer's obligations under the Lease.

     4.6  Indemnification.  The  representations,  warranties  and  covenants of
Seller  stated  in  this  Agreement  shall  survive  the  Closing  Date  and the
recordation of the Deed for one year only.  Seller shall indemnify Buyer for all
costs,  direct damages and liabilities,  including  reasonable  attorney's fees,
incurred  by Buyer as a result  of any  material  breach by Seller of any of the
representations,  warranties or covenants of Seller stated in this Agreement and
none  other,  provided  a  claim  therefor  is  filed  in a court  of  competent
jurisdiction and served on Seller within one year after the Closing Date.

Section 5. Representations, Warranties and Indemnification by Buyer.

     On the Agreement  Date and on the Closing  Date,  Buyer makes the following
representations, warranties and covenants to Seller:

     5.1  Authority.  Buyer  is duly  organized,  validly  existing  and in good
standing  under the laws of the  State of  Delaware  and  Buyer has full  power,
authority  and legal  right to enter  into this  Agreement  and to  perform  all
covenants,  obligations and agreements of Buyer  hereunder.  Buyer has taken all
necessary  action to authorize the execution,  delivery and performance by Buyer
of this agreement and all other documents or instruments  required in connection
with this Agreement,  and upon execution and delivery of this Agreement and such
other  documents and  instruments by Buyer and the other parties  thereto,  this
Agreement  and each of such  documents  and  instruments  will  have  been  duly
authorized, executed and delivered by Buyer and will constitute the legal, valid
and binding obligation of Buyer enforceable in accordance with its terms.

     5.2 Legal  Actions.  There are,  and on the Closing Date there shall be, no
pending or  threatened  legal  proceedings  against  Buyer that would  adversely
affect, restrict or prohibit Buyer's performance of this Agreement.

     5.3 Post Closing  Obligations.  Buyer shall perform all obligations and pay
all  amounts  required of the owner of the  Property  from and after the Closing
Date.

     5.4 Property Taken As-Is.  Except for the  representations,  warranties and
covenants of Seller stated  expressly in this  Agreement,  the Property is being
conveyed  AS-IS and  Seller  does not make any  representations,  warranties  or
covenants  with  respect  to the  Property.  Buyer  hereby  assumes  all  risks,
obligations  and  liability  of any and  all  direct,  indirect,  consequential,
special  or other  damages of any kind  which are or may be  associated  with or
arise out of the  Property  and agrees that Seller  shall not be liable to Buyer
for any direct,  indirect,  consequential,  special or other damages of any kind
which are or may be associated with or arise out of the Property.

     5.5 Indemnification. The representations, warranties and covenants of Buyer
stated in this Agreement  shall survive the Closing Date and the  recordation of
the Deed. Buyer shall indemnify  Seller for all costs,  damages and liabilities,
including  reasonable  attorney's  fees,  incurred  by Seller as a result of any
material breach by Buyer of any of the representations,  warranties or covenants
of Buyer stated in this Agreement and none other.

Section 6.  Remedies for not Closing.

     6.1 Seller.  If Buyer has exercised the Option and on the Closing Date this
Agreement  is in  full  force  and  effect,  and  if  Buyer  has  tendered  full
performance  but Seller fails to convey the Property to Buyer in accordance with
this  Agreement,  then in such event,  Buyer may elect one of the  following two
remedies as its exclusive remedy: (a) terminate this Agreement;  or (b) continue
this  Agreement and  immediately  prosecute a claim for specific  performance of
this Agreement.

     6.2 Buyer.  If Buyer has  exercised the Option and on the Closing Date this
Agreement  is in  full  force  and  effect,  and if  Seller  has  tendered  full
performance  but Buyer fails to purchase  the Property in  accordance  with this
Agreement,  then in such  event,  Seller  shall be entitled  to  terminate  this
Agreement as its exclusive remedy.

Section 7.  General Provisions.

     7.1 Notice.  All notices and  communications  hereunder shall be in writing
and  shall  be  given  by  personal  delivery,   overnight  delivery,  facsimile
telephonic  transmission  or mailed first class,  registered or certified  mail,
postage  prepaid,  and shall be deemed  given and  received  upon the earlier of
actual  delivery  or three days  after  deposit  in the  United  States  Mail as
aforesaid.  Notices shall be delivered or mailed to the addresses stated in Page
1 of this Agreement.

     7.2 Negotiation and Integration. The terms and provisions of this Agreement
represent  the results of  negotiations  between the parties,  each of which has
been  represented  by counsel or other  representative  of its own  choosing and
neither of which have acted under duress or compulsion,  whether legal, economic
or otherwise.  This Agreement is entered into after full investigation,  neither
party  relying  upon any  statements  or  representations  made by the other not
embodied  in  this  Agreement.   All  prior  and   contemporaneous   statements,
representations, implications, understandings and agreements between the parties
are superseded by and merged in this Agreement, which alone fully and completely
expresses  their entire  agreement.  There are no other  agreements  between the
parties regarding the conveyance of the Property.

     7.3 Assignment and  Modification.  This Agreement shall be binding upon the
successors  and assigns of the parties.  This  Agreement  may not be assigned by
Buyer to any person or entity without the prior written consent of Seller, which
consent  shall not be  unreasonably  withheld.  However,  Buyer may assign  this
Agreement  to any  entity  the  majority  of which  is  owned by Buyer  and such
assignment does not require the prior written consent of Seller.  The assignment
of this Agreement by Buyer shall not release Buyer of any obligations hereunder.
Notwithstanding the foregoing  restrictions on assignment,  Seller and Buyer may
assign  this  Agreement  to a  qualified  intermediary  in an  exchange  of  the
Property,  or any portion  thereof,  pursuant to Internal  Revenue  Code Section
1031.  This  Agreement  may not be changed  orally,  but only by an agreement in
writing, signed by the parties.

     7.4 Severability.  If any provision of this Agreement is held by a court to
be void or  unenforceable,  the balance of the Agreement  shall remain valid and
enforceable.

     7.5 Other Agreements. Except in the ordinary course, Seller shall not enter
into any contracts,  leases,  agreements or amendments to existing agreements or
encumbrances  affecting  the  Property  while  this  Agreement  remains in force
without the express prior written  consent of Buyer,  which consent shall not be
unreasonably withheld.

     7.6 No Agency.  It is expressly agreed and understood by the parties hereto
that neither party is the agent, partner nor joint venture partner of the other.
It is also expressly agreed and understood that neither Seller nor Buyer has any
obligations  or duties  to the  other  regarding  the  purchase  and sale of the
Property except as specifically provided for in this Agreement.

     7.7  Attorney's  Fees.  In the event any party hereto finds it necessary to
bring an action at law or other  proceeding  against  the other party to enforce
this  Agreement or any instrument  executed  pursuant to this  Agreement,  or by
reason of any breach hereunder, the party prevailing in any such action or other
proceeding  shall  be paid  all  costs  and  reasonable  attorney's  fees by the
defaulting  party,  and in the event any judgment is secured by such  prevailing
party all such costs and attorneys' fees shall be included in any such judgment,
attorney's fees to be set by the court.

     7.8 Time. Time is of the essence of this Agreement.  However, if any action
is required  to be taken on a Saturday,  Sunday,  or legal  holiday,  the action
shall be deemed timely if it is taken on the next regular business day.

     7.9 State Law and  Jurisdiction.  This  Agreement  shall be governed by the
laws of the State of Arizona.  Any judicial  action  relating to this  Agreement
shall be prosecuted  in a court of competent  jurisdiction  in Maricopa  County,
Arizona as the court of exclusive  jurisdiction and proper venue and the parties
hereby consent to the  jurisdiction and venue of said court. The parties jointly
waive trial by jury in any action relating to this Agreement. All parties hereby
irrevocably waive all rights to trial by jury in any and all actions relating to
this Agreement.

     7.10 Counterparts.  This Agreement may be executed in counterparts, and the
signature of any person  required by this Agreement shall be effective if signed
on any and or all  counterparts.  All counterparts  together shall be considered
one  and  the  same  Agreement.  Signatures  produced  by  facsimile  telephonic
transmission shall be accepted as originals.

     IN WITNESS WHEREOF,  the parties have entered into this Agreement effective
as of the Agreement Date.

Seller:                         Verde Investments, Inc.,
                                an Arizona corporation

                                By: ___________________________________
                                Name: _________________________________
                                Its: __________________________________


Buyer:                          Ugly Duckling Corporation,
                                a Delaware corporation

                                By: ___________________________________
                                Gregory B. Sullivan, President and CEO

                                By: ___________________________________
                                Jon D. Ehlinger, Secretary


EXHIBITS

A.       Description of Property

B.       Quit Claim Deed


<PAGE>


EXHIBIT A

Description of Property


<PAGE>

EXHIBIT B

                                Quit Claim Deed

                           WHEN RECORDED, RETURN TO:
                           Ugly Duckling Corporation
                           Attention: General Counsel
                      2525 East Camelback Road, Suite 500
                             Phoenix, Arizona 85016

                                QUIT-CLAIM DEED

     For the  consideration  of Ten  and  00/100  Dollars,  and  other  valuable
consideration,  Verde Investments,  Inc.  ("Grantor") hereby quit-claims to Ugly
Duckling  Corporation,  a  Delaware  corporation  ("Grantee")  the  interest  of
Grantor,  if any, in the real  property  situated in Maricopa  County,  State of
Arizona and legally described in Exhibit A attached hereto.

Dated: ___________________.             Verde Investments, Inc.,
                                        an Arizona corporation

                                        By: __________________________________
                                        Name: ________________________________
                                        Its: _________________________________


STATE OF ARIZONA        )
                        )ss
COUNTY OF MARICOPA      )

The foregoing  instrument was  acknowledged  before me, the  undersigned  Notary
Public,  this  ___  day  of  _____________,  20___  by  ___________________,  as
________________ of Verde Investments, Inc., an Arizona corporation.


My commission expires: ____________________     _____________________________
                                                Notary Public