EMPLOYMENT TERMINATION AGREEMENT


     This  Employment  Termination  Agreement  (this  "Agreement")  is made  by,
between  and among,  Ugly  Duckling  Corporation,  a Delaware  corporation,  its
subsidiaries,  affiliates, successors and assigns (collectively, the "Duck") and
Steven  Tesdahl  ("Employee"),  effective on the Effective  Date as described in
Section 8 hereof.

                                    Recitals

     The parties  acknowledge  that the following  recitals are true and correct
statements  of fact and are relied  upon by the  parties in  entering  into this
Agreement:

1.   Duck  employed  Employee  on an at will basis as an employee of the Duck as
     set forth in the letter  agreement  between  Employee  and the Duck,  dated
     August 6, 1997 (the  "Letter  Agreement"),  as amended on May 21,  1998 and
     April 18, 2001. ("Employment").

2.   Duck and Employee  disagree about the applicability of certain terms of the
     agreement  if Duck  terminates  Employee  at this time,  including  whether
     Employee  would be  entitled  to the  "Termination  Fee" as  defined in the
     Letter Agreement.

3.   Duck and  Employee  mutually  seek to release  and  dismiss all claims with
     respect  to each  other,  terminate  the  Employment  and  enter  into this
     Employment Termination Agreement.

     NOW,  THEREFORE,   in  consideration  of  covenants,   representations  and
warranties of the parties stated  herein,  and the  performances  of the parties
required hereby, Duck and Employee mutually agree as follows:

Section 1. Termination of Employment.  The Employment shall be fully and forever
terminated as of January 31, 2002 (the Termination Date"). After the Termination
Date, Duck is not required to employ or retain Employee in any manner or for any
purpose at any time.  After the  Effective  Date,  Employee is not  required nor
authorized  to perform or provide any  Employment  services in any manner or for
any purpose at any time. Duck employed Employee through the Termination Date.

Section 2. Severance Payment/Benefits

(a)  Payments/Benefits.  Provided  this  Agreement  is not  revoked by  Employee
     during the Revocation Period (as hereinafter  defined),  Duck agrees to pay
     to Employee an annual  salary of $215,000 for a fifteen month period ending
     April 30, 2003,  or total  payments of  $268,749.98  over the fifteen month
     period.  Such payments shall be made  periodically  at the same time as and
     with the Duck's  normal  payroll.  Duck shall also  provide to Employee his

<PAGE>

     current  welfare  benefits   (including,   without   limitation,   medical,
     prescription,  vision and  dental)  through  and  including  April 30, 2003
     ("Termination  Payment").  Duck shall withhold from the Termination Payment
     all  employment  related  taxes as  required  by law and other  normal  and
     customary deductions.  The benefits continuation for welfare benefits shall
     be provided in accordance with Duck's normal benefits  schedule,  including
     any normal and customary  deductions  for employee  contributions  for such
     benefits. Employee acknowledges that Employee has been advised that neither
     short nor long term  disability  insurance is  available  to  Employee.  If
     Employee  obtains  welfare  benefits at any time after the Effective  Date,
     Employee  shall  notify Duck and Duck's  obligation  to provide the welfare
     benefits shall terminate and the Employee's welfare benefits shall cease.

(b)  No Other  Payments Due.  Except as otherwise set forth in this Section,  no
     other compensation,  salary, bonus, benefit or other consideration shall be
     payable by Duck to Employee.  Employee  acknowledges the full  satisfaction
     and discharge of any and all  obligations of Duck for payment of any wages,
     benefits,  costs,  fees  or  other  amounts  to  Employee  at any  time  in
     connection  with the Employment  and/or the  termination of the Employment.
     Employee shall not at any time file, and hereby forever waives,  any claims
     for  unemployment  benefits  in  connection  with  the  termination  of the
     Employment.  No payment  hereunder  relates to any welfare benefit plan (as
     that term is  defined  in the  Employee  Retirement  Income  Security  Act)
     providing  benefits upon termination of employment or contributions to such
     plans.  If the Duck  fails to make any  Termination  Payment  when due,  or
     within 10 days  thereafter,  then in  addition to all other  remedies  that
     Employee may have at law or in equity, all remaining  Termination  Payments
     shall become immediately due and payable.  Any Termination Payment not paid
     when due (including  Termination  Payments  accelerated in accordance  with
     this  paragraph)  shall bear  interest  at the rate of 10% per annum  until
     paid.


(c)  Stock  Options.   Employee  and  Duck  agree  that  all  options  currently
     outstanding  in favor of  Employee  for the  purchase of stock of the Duck,
     whether vested or not vested,  and the Stock Option Agreements  relating to
     these grants, shall terminate and lapse as of the Effective Date.

(d)  Stock Loan.  Employee  entered into a Promissory  Note,  dated May 15, 1998
     (the "Note"), payable to the Duck for $98,125.00.  The proceeds of the note
     were used to purchase 10,000 shares of Duck Stock (the "Purchased  Stock").
     Employee tendered to UDC Acquisition Corp. the Purchased Stock on or before
     January  16,  2002 in  connection  with  the  Amended  Tender  Offer of UDC
     Acquisition Corp., Ernie Garcia,  Greg Sullivan and UDC Holdings.  Duck and
     Employee agree that Employee will pay to Duck on or before the date of this
     Agreement the tender offer  proceeds,  Duck shall apply the proceeds to the
     obligations  of Employee  under the Note,  and Duck shall transfer and make
     the Note  payable to the order of bearer and  Employee may pick up the Note
     from the General Counsel for the Duck at any time on or after the Effective
     Date. No other documentation shall be required to evidence this transfer of
     the Note, the transfer shall be effective as of the Effective Date and upon
     transfer no other  documentation shall be required to evidence the transfer
     of the Note to bearer.

(e)  Attorneys'  Fees.  Duck and Employee shall pay and be responsible for their
     respective attorneys' fees, if any, related to the Employment,  any dispute
     relative to the Employment or termination of Employment, and the review and
     negotiation of this Agreement.
<PAGE>

Section 3. Duck  Property.  Employee  represents  and warrants that Employee has
surrendered to Duck, and does not have possession of, any information, materials
or property of Duck, regardless of the medium or form (e.g., writing, recording,
hard-drive, disk, CD) or wherever located (e.g., personal computer, files, home,
storage),   including  but  not  limited  to  confidential   and/or  proprietary
information  of or about Duck  (e.g.,  business  plans,  financial  information,
budgets,   forecasts,   manuals,  training  materials,  phone  lists,  personnel
information),  keys, passes, credit cards, beepers, equipment, computers, disks,
or files;  provided,  however,  that Duck has  agreed  Employee  may  retain his
cellular  telephone,  HP OfficeJet  printer and Cisco network router.  Duck will
also reimburse to Employee all business  related  expenses  incurred by Employee
prior to the Termination  Date in accordance  with Duck's current  reimbursement
policy.  Employee shall submit any such expenses for reimbursement no later than
February 28, 2002 or Duck shall not reimburse such expenses.

Section 4. Non-Compete. Employee hereby covenants and agrees that for a period
of one (1) year after the Effective Date Employee will not:

(a)  Engage,  directly  or  indirectly,  either  as  principal,  partner,  joint
     venturer,   consultant,  agent,  or  proprietor  or  in  any  other  manner
     participate  in the ownership  (excluding  ownership of less than 1% of the
     outstanding  capital  stock  of  any  publicly-held  entity),   management,
     operation, or control of any person, firm,  partnership,  limited liability
     company,  corporation, or other entity ("Successor Employer") which engages
     in Duck's  business  within any state in which Duck does business as of the
     Effective  Date.  The  parties  acknowledge  that  Duck's  business is used
     vehicle sales to the sub prime  market/customers  from multiple  locations,
     and financing and  collection  activities  related to used vehicles sold to
     the sub prime market/customers.  Duck acknowledges that after the Effective
     Date this Section does not prohibit or restrict  Employee  from working in:
     (1) any other  types of  businesses;  or (2) any state in which Duck is not
     doing business at the time of Employee's termination.

(b)  Directly  or  indirectly  solicit for  employment,  or  participate  in the
     management or ownership of or work for any Successor Employer that hires or
     employs,  any person who is or was an employee of Duck or any  successor of
     Duck,  unless  such  Employee  initiates  a request  for  placement  with a
     placement agency,  initiates a job search on his or her own, or responds to
     a general  advertisement  for  employment  by  Successor  Employer  without
     contact with or from Employee,  or Duck first  terminates the employment of
     such employee or gives its written  consent to such  employment or offer of
     employment.

Section 5.  Confidentiality.  Neither Employee nor Duck shall disclose the terms
of this  Agreement  at any time  except  for  disclosures  to  their  respective
counsel,  disclosures  required by law or judicial  process and  disclosures  to
respond to legitimate inquiries of third parties regarding Employee's employment
with Duck.

Employee shall forever maintain the confidentiality of all nonpublic information
regarding  Duck  and  its  businesses,   directors,   officers,   employees  and
representatives.  Duck  shall  make  good  faith  efforts  to  ensure  that  any

<PAGE>

information  regarding Employee  distributed by Duck, its directors and officers
shall be strictly  limited to confirmation of Employee's  employment by Duck and
the  information  that may be  disclosed  pursuant  to this  Section,  provided,
however,  that the Chief  Executive  Officer  of Duck  shall  provide a positive
reference for Employee in  substantially  the same form as Exhibit "A" attached,
confirming  (i)  Employee's  excellent  performance  for the Duck, and (ii) that
Employee's   separation   from  the  Company  was  not  related  to   Employee's
performance.  Neither  Duck nor  Employee  shall make  negative  or  disparaging
remarks about the other  (including  in the case of Duck,  its  personnel),  and
shall take no actions intended or designed to damage or harm the other. Employee
also shall not contact Duck employees  regarding Duck business,  unless approved
by the President of Duck.  For purposes of this Section,  nonpublic  information
shall  mean  information  that  has  not  been  published  and is not  generally
available to the public.

Section 6. Remedies.

(a)  General. Employee and Duck each acknowledge that the other party will incur
     substantial,  irreparable,  immediate  and  continuing  harm  if any of the
     covenants of Employee or Duck stated in Sections 4 and/or 5 are  materially
     violated and that monetary  awards alone will not be adequate  remedies for
     the material violations.  Therefore, Employee and Duck each acknowledge and
     agree that,  in the event of material  violations,  equitable  remedies are
     appropriate and may be granted,  including without limitation,  restraining
     orders and  injunctions,  all in  addition  to  monetary  awards.  Further,
     Employee and Duck each  acknowledge  that  Employee and Duck are relying on
     each party's  strict  compliance  with all covenants in Sections 4 and 5 in
     agreeing to all other terms and conditions of this Agreement.

(b)  Breaches. In the event that Employee is in material default under the terms
     of this Agreement,  the Duck has given Employee  written notice  describing
     such default and Employee  fails to cure such default  within  fifteen (15)
     days after such notice,  Duck may, in its sole and absolute  discretion and
     in  addition  to any other  remedies  Duck may have:  (1)  discontinue  the
     Termination  Payments  beginning as of the date of the default(s),  and (2)
     recover  any  Termination  Payments  made  after  the date of a  default(s)
     provided,  however,  that if Employee  disputes  whether he has committed a
     default, a default is continuing,  or it is a material default, the parties
     shall  arbitrate the matter  following the  procedures set forth in Section
     10. Further,  the Duck shall not only have the right to the recovery of any
     Termination  Payments  made  after the date of a  material  default  but in
     addition if such  amounts are not repaid to the Duck  within  fifteen  days
     after notice to reimburse the Duck then Employee  shall also be responsible
     for interest on any such unpaid  amounts at the rate of 10% per annum until
     paid.

Section 7. Release and Lawsuits.  In  consideration of the payment and provision
of the Termination Payment,  Employee agrees to release, waive and discharge any
and all claims,  causes of action and liability against Duck in any way relating
to this  Agreement and Employee's  Employment or termination of Employment  with

<PAGE>

Duck, whether now known,  knowable or unknown,  and whether presently  existing,
presently known or hereafter discovered.  Employee expressly waives and releases
any and  all  rights  which  Employee  may  have  under  the  provisions  of any
applicable laws to the effect that a general release does not extend or apply to
claims a person  does not know or suspect to exist at the time of  granting  the
release,  which if known,  would materially  affect its granting of the release.
This release, waiver and discharge also includes, without limitation, any claims
arising under the Age Discrimination in Employment Act of 1967, the Civil Rights
Act of 1964 and 1991,  the Labor  Management  Relations  Act, the Americans with
Disabilities  Act, the Fair Labor Standards Act, any applicable state or Federal
constructive  discharge or wage payment statutes or laws, the Equal Pay Act, the
Family  and  Medical  Leave  Act,  the  National   Labor   Relations   Act,  the
Rehabilitation Act of 1973, the Consolidated Omnibus Budget  Reconciliation Act,
any applicable  state civil rights act, any applicable  state or federal laws or
regulations  related  to  retaliation  or  whistleblower  activities,  any other
federal or state  statute,  regulation  or local  rule,  ordinance  or any other
common law cause of action  including  without  limitation  claims for breach of
contract  (actual,  implied  or  otherwise,  but  other  than  related  to  this
Agreement),  any  amendments  to any  of the  foregoing  acts,  statutes,  laws,
regulations,   rules  or   ordinances,   wrongful   discharge,   discrimination,
negligence,  negligent  discharge,  constructive  discharge,  misrepresentation,
personal injury or any claim for attorneys' fees, libel, slander, intentional or
negligent infliction of emotional distress, tortious interference with contract,
reinstatement, and failure to pay wages, bonuses or other benefits.

EMPLOYEE  UNDERSTANDS AND AGREES THAT THE FOREGOING RELEASE  TERMINATES AND ENDS
ALL DISPUTES,  CLAIMS AND LIABILITIES  AGAINST AND INVOLVING DUCK EXCEPTING ONLY
THE OBLIGATIONS SET FORTH IN THIS AGREEMENT.

This release shall not be effective until the Effective Date.

Employee also agrees not to bring any lawsuit or proceeding against Duck for any
matter arising out of the  Employment or separation  from  employment.  Employee
understands that this Agreement precludes Employee from recovering any relief as
a result of any charge,  claim, lawsuit, or proceeding brought by Employee or on
Employee's  behalf arising out of Employee's  employment with Duck or separation
from that employment.  Employee and Duck acknowledge that,  notwithstanding  any
other provision of this Agreement,  Employee may file a lawsuit or bring a claim
to challenge the validity of this Agreement under the federal Age Discrimination
in Employment Act, as amended, as long as any such challenge by Employee is done
in good faith.

Section 8. Revocation Period. Employee may revoke this Agreement for a period of
seven (7) calendar days  following  the date of the execution of this  Agreement
(the  "Revocation  Period") by delivery of written  notice of  revocation to Jon
Ehlinger,  General  Counsel,  Ugly Duckling  Corporation,  4020 E. Indian School
Road, Phoenix,  Arizona 85018. This Agreement shall be effective and enforceable
on the expiration of the Revocation  Period,  provided  Employee does not revoke
this Agreement  during the Revocation  Period (the "Effective  Date").  Employee
acknowledges  that Employee has been given a period of  twenty-one  (21) days to
consider whether to sign this Agreement.

Section 9. Reliance.  Employee  warrants and  represents  that: (i) Employee has
relied on Employee's own judgment  regarding the  consideration for and language
of this Agreement;  (ii) Employee has been given a reasonable  period of time to

<PAGE>

consider said Agreement; (iii) Employee has been advised to consult with counsel
of Employee's  own choosing  before signing this  Agreement;  (iv) no statements
made by Duck have in any way  coerced or unduly  influenced  Employee to execute
this  Agreement;  and  (v)  this  Agreement  is  written  in a  manner  that  is
understandable  to Employee and Employee has read and understands all paragraphs
of this Agreement.

Section 10. Arbitration.  Other than a breach or threatened breach of Sections 4
or 5  hereof,  any  dispute,  controversy,  or  claim,  whether  contractual  or
non-contractual,  between the parties hereto arising  directly or indirectly out
of or connected with Employee's employment by Duck, this Agreement,  or relating
to the breach or alleged breach of any representation,  warranty,  agreement, or
covenant under this Agreement,  unless  mutually  settled by the parties hereto,
shall be resolved  by binding  arbitration  in  accordance  with the  Commercial
Arbitration  Rules  of  the  American   Arbitration   Association  ("AAA").  Any
arbitration  shall be conducted by arbitrators  approved by the AAA and mutually
acceptable to Duck and Employee.  All such  disputes,  controversies,  or claims
shall be conducted by a single arbitrator, unless the dispute involves more than
$50,000 in the aggregate in which case the  arbitration  shall be conducted by a
panel of three  arbitrators.  If the  parties  hereto are unable to agree on the
arbitrator(s),  then the AAA shall select the  arbitrator(s).  The resolution of
the dispute by the arbitrator(s)  shall be final,  binding,  nonappealable,  and
fully  enforceable  by a court  of  competent  jurisdiction  under  the  Federal
Arbitration  Act.  The  arbitrator(s)  shall award  compensatory  damages to the
prevailing party.  Except as otherwise required by law, the arbitrator(s)  shall
have no authority to award  consequential or punitive or statutory damages,  and
the  parties  hereby  waive any claim to those  damages  to the  fullest  extent
allowed by law. The  arbitration  award shall be in writing and shall  include a
statement  of the  reasons  for the  award.  The  arbitration  shall  be held in
Phoenix,  Arizona. The arbitrator(s) shall award reasonable  attorneys' fees and
costs to the prevailing party.

Section  11.  Severability;  Reformation.  In the  event  any  court or  arbiter
determines that any of the restrictive covenants in this Agreement,  or any part
or  provision  of  this  Agreement,  is or are  invalid  or  unenforceable,  the
remainder  of the  restrictive  covenants  and  terms  and  conditions  of  this
Agreement shall not thereby be affected and shall be given full effect,  without
regard to invalid  portions.  If any of the provisions of this Agreement  should
ever be deemed to exceed the temporal,  geographic,  or occupational limitations
permitted by applicable  laws, those provisions shall be and are hereby reformed
to the maximum temporal,  geographic,  or occupational  limitations permitted by
law.  In the event any court or arbiter  refuses  to reform  this  Agreement  as
provided  above,  the parties hereto agree to modify the  provisions  held to be
unenforceable to preserve each party's anticipated benefits thereunder.

Section 12. General  Matters.  This Agreement shall be governed and construed in
accordance  with the laws of the State of  Arizona  and any  actions  brought in
connection  with this  Agreement  shall be brought and  prosecuted in a court of
competent  jurisdiction  in Maricopa  County,  Arizona as the court of exclusive
jurisdiction  and  proper  venue.  The terms and  conditions  of this  Agreement
represent the results of negotiations between the parties; is entered into after
full  investigation  by each party;  and this Agreement is the entire  Agreement
among the parties regarding the subject matter hereof, including but not limited

<PAGE>

to the Letter  Agreement and the Employment.  This Agreement  supersedes any and
all prior or  contemporaneous  agreements,  understandings,  representations  or
warranties,  whether written or oral and whether express or implied between Duck
and Employee  regarding the subject  matter  hereof.  This  Agreement may not be
changed orally, but only by an agreement in writing signed by the parties.

Section 13. Remedies. In the event of default or breach by either party, any and
all remedies set forth in the above  paragraphs are intended to be  nonexclusive
and either party may, in addition to said remedies, seek any additional remedies
available either in law or in equity.  Additionally,  in the event of litigation
or  any  other  legal  proceeding,  including  arbitration,   relating  to  this
Agreement,  the prevailing party shall be entitled to reasonable attorneys' fees
and costs of suit.

Section 14. Force  Majeure.  Neither Duck nor Employee shall be considered to be
in default in the  performance  of their  respective  obligations  hereunder  if
failure  of  performance  shall be due to  uncontrollable  forces,  which by the
exercise of due diligence and foresight such party cannot  reasonably  have been
expected to avoid and which by the exercise of due  diligence it shall be unable
to overcome.  A party  rendered  unable to fulfill any  obligation  by reason of
uncontrollable forces shall exercise due diligence to remove such inability with
all reasonable dispatch.

Section 15. Attorney.  Employee  acknowledges that Employee has consulted or has
had an  opportunity to consult,  with an attorney of Employee's  choice prior to
executing this Agreement.

     By signing this Agreement,  each party  acknowledges  that it has received,
read and accepted all terms and conditions of this  Agreement,  all effective as
of the Effective Date.

DUCK:                              Ugly Duckling Corporation,
                                   a Delaware corporation

                                   By:      __________________________________
                                   Jon D. Ehlinger, VP/General Counsel/Secretary



EMPLOYEE:                          _______________________________________
                                   Steven Tesdahl


<PAGE>









STATE OF ARIZONA  )
                  )ss
COUNTY OF MARICOPA)

     Acknowledged before me this ______ day of February, 2002 by Jon D. Ehlinger
as  VP/General   Counsel/Secretaryof  Ugly  Duckling  Corporation,   a  Delaware
corporation, as the free act and deed of said corporation.

                                               ---------------------------------
                                               Notary Public
My commission expires:

---------------------------


STATE OF ARIZONA  )
                  )ss
COUNTY OF MARICOPA)

     Acknowledged  before me this ____ day of February,  2002 by Steven Tesdahl,
as his free act and deed..

                                               ---------------------------------
                                               Notary Public
My commission expires:

---------------------------






<PAGE>


                                   EXHIBIT "A"


To Whom It May Concern:

Steve  Tesdahl  has  worked  with Ugly  Duckling  Corporation  as a Senior  Vice
President and Chief  Information  Officer and has been a significant part of our
senior management team from August 1997 until January 2002. During his tenure as
CIO we grew to 76  dealerships  nationwide  with assets  exceeding $600 million,
including  a $500  million  consumer  loan  portfolio.  During the course of his
employment, Steve has proved himself to be an exceptional employee, hard worker,
innovative thinker and a talented leader.

I have been  consistently  impressed by Steve's ability to think out of the box,
understand  and  master  the  intricacies  of  our  business,   manage  multiple
priorities  and meet  reporting  and  other  timelines.  He has a  comprehensive
understanding  of management  and  information  systems and has  leveraged  this
knowledge into, among other things:  (1) developing a systems  architecture that
drives our operations and business model today and (2) process enhancements that
have saved money and improved productivity.  His broad scope of experience,  and
focused and organized  approach to  identifying  and achieving  objectives,  has
consistently added value to the team.

Overall,  Steve  is very  conscientious,  energetic,  of high  integrity  and an
outstanding individual. He has what it takes to be a member of senior management
on any team. Under Steve's  leadership,  our IT group has been, and continues to
be, viewed by the company as a strategic element to our business success.

Unfortunately,  our Company, like so many others, has been adversely impacted by
the  downturn in the  economy.  As a result,  we have been forced into deep cost
cutting  across the board.  Following  a round of  layoffs  and cost  cutting in
October  2001,  we have now been forced to take even more severe action to shore
up the  Company's  financial  performance.  Regrettably,  this has  required the
elimination of a number of senior management positions,  a decision to cancel or
delay key IT projects for 2002,  and the  necessity of operating our IT function
in a more tactical mode for the foreseeable future.

We will miss  Steve and I highly  recommend  him for  whatever  position  he may
decide to pursue.

Sincerely,


Greg Sullivan
Chief Executive Officer and President
Ugly Duckling Corporation