IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY


IN RE UGLY DUCKLING CORPORATION   )
SHAREHOLDERS DERIVATIVE AND       )   Consolidated C.A. No. 18746-NC
CLASS LITIGATION                  )


                            ORDER AND FINAL JUDGMENT


     The Stipulation and Agreement of Compromise,  Settlement and Release, dated
January  __,  2002 (the  "Stipulation"),  of the  above-captioned,  consolidated
action (the  "Consolidated  Action"),  having been  presented at the  settlement
hearing on March __,  2002  pursuant  to the  Scheduling  Order for  Approval of
Settlement of Class and  Derivative  Action  entered  herein on January __, 2002
(the "Scheduling  Order"),  which Stipulation was joined and consented to by all
parties to the  Consolidated  Action and which  (along  with the  defined  terms
therein) is incorporated  herein by reference;  and the Court having  determined
that notice of said hearing was given in accordance  with the  Scheduling  Order
and to  members  of the  Class  as  temporarily  certified  by the  Court in the
Scheduling  Order and that said  notice was  adequate  and  sufficient;  and the
parties having appeared by their attorneys of record;  and the attorneys for the
respective  parties  having  been heard in support  of the  Stipulation  and the
settlement of the Consolidated Action provided therein (the  "Settlement"),  and
an opportunity to be heard having been given to all other persons desiring to be
heard as provided in the notice;  and the entire matter of the Settlement having
been considered by the Court;

     IT IS HEREBY ORDERED this _______ day of March, 2002, as follows:

1.   The  Notice of  Pendency  of Class and  Derivative  Action,  Temporary  and
     Proposed  Class  Action  Determination,  Proposed  Settlement  of Class and

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     Derivative  Action,  Settlement  Hearing and Right to Appear (the "Notice")
     has been given to the Class (as  defined  hereinafter),  pursuant to and in
     the manner  directed by the Scheduling  Order,  proof of the mailing of the
     Notice was filed with the Court by counsel  for Ugly  Duckling  Corporation
     ("Ugly Duckling" or the "Company") or its successor and full opportunity to
     be heard  has been  offered  to all  parties,  the  Class  and  persons  in
     interest.  The form and manner of the Notice is hereby  determined  to have
     been the best notice  practicable  under the circumstances and to have been
     given in full compliance with each of the requirements of Delaware Court of
     Chancery Rules 23 and 23.1, and it is further  determined  that all members
     of the Class are bound by the Order and Final Judgment herein.

2.   Pursuant to Court of Chancery Rules 23(a), 23(b)(l) and 23(b)(2):

     a.   The Court finds that (i) the Class,  as defined below,  is so numerous
          that joinder of all members is impracticable; (ii) there are questions
          of law  and  fact  common  to  the  Class;  (iii)  the  claims  of the
          plaintiffs  are  typical  of the  claims  of the  Class;  and (iv) the
          plaintiffs  have fairly and adequately  protected the interests of the
          Class with respect to the Consolidated  Action and the claims asserted
          therein;

     b.   The Court finds that  plaintiffs  and their  counsel  have  adequately
          represented the interests of the Class;

     c.   The Court  finds  that the  requirements  of Court of  Chancery  Rules
          23(b)(l) and (2) have been satisfied;

     d.   The  Consolidated  Action is  hereby  certified  as a class  action on
          behalf of all persons (other than defendants, members of the immediate
          families of the individual defendants,  any entity in which any of the
          defendants  has a direct or  indirect  controlling  interest,  and the

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          officers,  directors,  employees,  affiliates,  legal representatives,
          heirs, predecessors,  successors and assigns of any excluded person or
          entity and all other  released  persons)  who owned  stock of the Ugly
          Duckling  Corporation  ("Ugly  Duckling" or the "Company") at any time
          from  November  16,  2001  until  and  including  the  closing  of the
          Transaction (as defined in the  Stipulation),  and their successors in
          interest and transferees, immediate and remote (the "Class"); and

     e.   Paul Berger,  Thomas  Turberg,  Joe  Brecher,  Darren  Suprina,  Bryan
          Benton,  and Don Hankey  Living  Trust (Don R.  Hankey,  Trustee)  are
          hereby certified as Class representatives.  The law firms of Abraham &
          Paskowitz  and Wolf  Popper LLP are hereby  appointed  as  plaintiffs'
          co-lead  counsel  for the  derivative  claims,  and the law  firms  of
          Milberg  Weiss  Bershad  Hynes & Lerach  LLP and Wolf  Popper  LLP are
          hereby  appointed as plaintiffs'  co-lead counsel for the class claims
          (collectively, "Plaintiffs' Co-Lead Counsel").

3.   The Settlement,  and all transactions  preparatory or incident thereto, are
     found to be fair,  reasonable and adequate and in the best interests of the
     Class, and it is hereby approved. The parties to the Stipulation are hereby
     authorized and directed to comply with the terms of the  Stipulation and to
     consummate the Settlement in accordance with its terms and provisions;  and
     the  Register  in  Chancery  is directed to enter and docket this Order and
     Final Judgment in the Consolidated Action.

4.   This  Order and  Final  Judgment  shall  not  constitute  any  evidence  or
     admission  by any  party  herein  that any  acts of  wrongdoing  have  been
     committed by any of the parties to the  Consolidated  Action and should not
     be deemed to create any inference that there is any liability therefor.

5.   All  claims  of the Class or on behalf  of the  Company,  whether  asserted
     directly, derivatively,  representatively or in any other capacity, against

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     any of the  defendants  and the Company,  or any of their past,  present or
     future officers,  directors,  employees,  agents,  attorneys,  financial or
     investment advisors, commercial bank lenders, investment bankers, insurance
     providers,   consultants,   accountants,    representatives,    affiliates,
     associates,   parents,  subsidiaries,   general  and  limited  partners  or
     partnerships,    families,    heirs,    executors,    trustees,    personal
     representatives, estates or administrators, successors and assigns, whether
     known or  unknown,  whether  asserted or not  asserted in the  Consolidated
     Action,  and  whether  arising  under  federal,  state  or  any  other  law
     (including, without limitation, federal or any state's securities laws), in
     connection  with, that arise out of the subject matter of the  Consolidated
     Action  or any of  the  transactions  related  thereto  (including  without
     limitation,  the  transactions  challenged in the  derivative  claims,  the
     Proposal,  the Tender Offer,  the Amended Tender Offer,  the Merger and the
     Transaction),  the  negotiation and  consideration  of any of the foregoing
     transactions, all documents filed by the defendants with the Securities and
     Exchange  Commission and the fiduciary or disclosure  obligations of any of
     the  defendants  (or  persons to be  released)  with  respect to any of the
     foregoing  transactions,  except claims relating to the right of any member
     of the proposed  Class or any of the defendants to enforce the terms of the
     Settlement  or any  statutory  appraisal  rights  arising out of the Merger
     (collectively,  the  "Settled  Claims"),  shall  be  compromised,  settled,
     released and dismissed with prejudice. Dismissal of the Settled Claims with
     prejudice  and on the merits  shall  become  effective  immediately  upon a
     certificate  of merger  relating  to the  Transaction  being filed with the
     appropriate  authority and without any further  actions by the Court or the
     parties.

6.   The  release  contemplated  by  the  Stipulation  extends  to  claims  that
     plaintiffs,  on behalf of the Class and the Company, do not know or suspect
     to exist at the time of the release,  which if known,  might have  affected

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     the decision to enter into this release. Each of the named plaintiffs, each
     member of the Class  and the  Company  shall be deemed to waive any and all
     provisions,  rights and benefits  conferred by any law of the United States
     or any state or territory of the United States, or principle of common law,
     which  governs  or  limits  a  person's  release  of  unknown  claims.  The
     plaintiffs,  on behalf of the  Class  and the  Company,  shall be deemed to
     relinquish, to the full extent permitted by law, the provisions, rights and
     benefits of ss. 1542 of the California Civil Code which provides:

          A general  release does not extend to claims  which the creditor  does
          not know or suspect to exist in his favor at the time of executing the
          release,  which  if known by him must  have  materially  affected  his
          settlement with the debtor.

     In addition,  each of the plaintiffs,  again of behalf of the Class and the
Company,  also  shall be  deemed  to waive any and all  provisions,  rights  and
benefits conferred by any law of any state or territory of the United States, or
principle  of  common  law,  which  is  similar,  comparable  or  equivalent  to
California  Civil  Code ss.  1542.  Plaintiffs,  on  behalf of the Class and the
Company, acknowledge that members of the Class may discover facts in addition to
or different from those that they now know or believe to be true with respect to
the subject matter of this release, but that it is their intention, on behalf of
the Class and the Company, to fully,  finally and forever settle and release any
and all claims released hereby known or unknown, suspected or unsuspected, which
now exist, or heretofore  existed, or may hereafter exist, and without regard to
the subsequent discovery or existence of such additional or different facts.


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7.   Plaintiffs' attorneys are hereby awarded fees and expenses in the amount of
     $__________  in connection  with the  Consolidated  Action,  which fees and
     expenses the Court finds to be fair and  reasonable and which shall be paid
     to plaintiffs' attorneys in accordance with the terms of the Stipulation.


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Chancellor