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                                                                  EXHIBIT 10.20
                                 PROPOSED FORM OF
                                 LKQ CORPORATION

                       STOCK OPTION AND COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


         1. STATEMENT OF PURPOSE. The purpose of this Stock Option Plan (the
"Plan") is to benefit LKQ Corporation (the "Company") and its subsidiaries by
offering its non-employee directors a favorable opportunity to become holders of
stock in the Company over a period of years, thereby giving them a stake in the
growth and prosperity of the Company and encouraging the continuance of their
services with the Company.

         2. ADMINISTRATION. The Plan shall be administered by the board of
directors of the Company (the "Board of Directors"), whose interpretation of the
terms and provisions of the Plan and whose determination of matters pertaining
to options granted under the Plan shall be final and conclusive.

         3. ELIGIBILITY. Options shall be granted only to current directors of
the Company who are not officers or employees of the Company (each such
individual receiving options granted under the Plan and each other person
entitled to exercise an option granted under the Plan is referred to herein as
an "Optionee").

         4. GRANTING OF OPTIONS; ANNUAL COMPENSATION. (a) (1) A one-time option,
under which a total of 30,000 shares of common stock of the Company, $.01 par
value (the "Common Stock"), may be purchased from the Company, shall be
automatically granted to each existing director of the Company upon the
consummation of the initial public offering of the Common Stock at an option
price equal to the initial public offering price for the Common Stock, provided
such director is eligible at that time under the terms of Paragraph 3 of this
Plan.

         (2) After the initial public offering of the Common Stock, a one-time
         option, under which a total of 30,000 shares of the Common Stock may be
         purchased from the Company, shall be automatically granted to each
         director of the Company upon his or her initial election or appointment
         as a director of the Company, provided such director is eligible at
         that time under the terms of Paragraph 3 hereof.

         (3) With respect to each director of the Company, an additional option
         under which 10,000 shares of Common Stock may be purchased from the
         Company shall be granted to such director each year, on the anniversary
         of the granting of the initial option to such director described in
         Paragraph 4(a)(1) or (2) hereof, as the case may be, (the "Anniversary
         Date") provided such director continues to be eligible at that time
         under the terms of Paragraph 3 of this Plan.

         (4) In addition, each director of the Company shall receive annual
         compensation of $40,000, which may be in the form of either (i) a cash
         payment of $40,000 or (ii) a number of shares of the Common Stock
         equivalent in value to $40,000, as described below, at the election of
         such director on the Anniversary Date provided such director continues
         to be eligible at that time under the terms of

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         Paragraph 3 of this Plan. If such director elects to receive the Common
         Stock in lieu of the cash payment as described in this Paragraph
         4(a)(4) the per share value of Common Stock shall equal the fair market
         value on the Anniversary Date (or, if the Anniversary Date is not a
         trading date, on the first trading date immediately preceding the
         Anniversary Date), which shall be the average of the highest and lowest
         sales prices of the Common Stock reported on the Nasdaq National Market
         (or on the principal national stock exchange on which it is listed or
         quotation service on which it is listed) (as reported in The Wall
         Street Journal)on the Anniversary Date. Such election must be made
         prior to the start of the calendar year in which the compensation
         described in this Paragraph 4(a)(4) is to be paid.

The aggregate number of shares which shall be available to be so optioned or
otherwise issued under the Plan shall be 500,000 shares. Such number of shares,
and the number of shares subject to options outstanding under the Plan, shall be
subject in all cases to adjustment as provided in Paragraph 10 hereof. Options
granted under the Plan are intended not be treated as incentive stock options as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

                  (b) No options shall be granted under the Plan subsequent to
the tenth anniversary of the adoption of the Plan. In the event that an option
expires or is terminated or cancelled unexercised as to any shares, such
released shares may again be optioned (including a grant in substitution for a
cancelled option). Shares subject to options may be made available from unissued
or reacquired shares of Common Stock.

                  (c) Nothing contained in the Plan or in any option granted
pursuant thereto shall confer upon any Optionee any right to continue serving as
a director of the Company or interfere in any way with the right of the Board of
Directors or stockholders of the Company to remove such director pursuant to the
certificate of incorporation or bylaws of the Company or pursuant to applicable
law.

         5. OPTION PRICE. Except with respect to those options granted under the
terms of Paragraph 4(a)(1) hereof and subject to the adjustment in Paragraph 10
hereof, the option price for all options granted under this Plan shall be the
fair market value of the shares of Common Stock subject to the option on the
date of the grant of such option. For purposes of this Paragraph 5, "fair market
value" shall be the average of the highest and lowest sales prices of the Common
Stock reported on the Nasdaq National Market (or on the principal national stock
exchange on which it is listed or quotation service on which it is listed) (as
reported in THE WALL STREET JOURNAL)on the date the option is granted (or, if
the date of grant is not a trading date, on the first trading date immediately
preceding the date of grant). In the event that the Common Stock is not listed
or quoted on the Nasdaq National Market or any other national stock exchange,
the fair market value of the shares of Common Stock for all purposes of this
Plan shall be reasonably determined by the Board of Directors.

         6. DURATION OF OPTIONS AND INCREMENTS. Subject to the provisions of
Paragraph 8 hereof, each option shall be for a term of ten years. Each option
shall become exercisable with respect to all of the shares subject to the option
6 months after the date of its grant.

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         7. EXERCISE OF OPTION. (a) An option may be exercised by giving written
notice to the Secretary of the Company, specifying the number of shares to be
purchased. The option price for the number of shares of Common Stock for which
the option is exercised shall become immediately due and payable; provided,
however, that in lieu of cash an Optionee may, with the approval of the Board of
Directors, exercise his or her option by (i) delivering a promissory note in
accordance with the terms of the Plan and in a form specified by the Company;
(ii) tendering to the Company shares of Common Stock owned by him or her and
with the certificates therefor registered in his or her name, having a fair
market value equal to the cash exercise price of the shares being purchased; or
(iii) delivery of an irrevocable written notice instructing the Company to
deliver the shares of Common Stock being purchased to a broker selected by the
Company, subject to the broker's written guarantee to deliver the cash to the
Company, in each case equal to the full consideration of the exercise price of
the shares being purchased. For this purpose, the per share value of Common
Stock shall be the fair market value on the date of exercise (or, if the date of
exercise is not a trading date, on the first trading date immediately preceding
the date of exercise), which shall be the average of the highest and lowest
sales prices of the Common Stock reported on the Nasdaq National Market (or on
the principal national stock exchange on which it is listed or quotation service
on which it is listed) (as reported in THE WALL STREET JOURNAL) on such date.

                  (b) If at any time an Optionee is required to pay an amount
required to be withheld under applicable income tax or other laws in connection
with the exercise of an option in order for the Company to obtain a deduction
for federal and state income tax purposes, the Company shall withhold shares of
Common Stock having a value equal to the amount required to be withheld. The
value of the shares to be withheld or delivered shall be based on the fair
market value of the shares of Common Stock on the date of exercise, which shall
be the average of the highest and lowest sales prices of the Common Stock
reported on the Nasdaq National Market (or on the principal stock exchange on
which it is listed or quotation service on which it is listed) (as reported in
THE WALL STREET JOURNAL)on the date of exercise.

                  (c) At the time of any exercise of any option, the Company
may, if the Company shall determine it necessary or desirable for any reason,
require the Optionee (or his or her heirs, legatees, or legal representative, as
the case may be) as a condition upon the exercise thereof, to deliver to the
Company a written representation of present intention to purchase the shares for
investment and not for distribution. In the event such representation is
required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionee upon his or her exercise of part or all of
the option and a stop order may be placed with the transfer agent for the Common
Stock. Each option shall also be subject to the requirement that, if at any time
the Company determines, in its discretion, that the listing, registration or
qualification of the shares subject to the option upon any securities exchange
or under any state, federal or foreign law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, the option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company.

         8. CESSATION OF BOARD MEMBERSHIP - EXERCISE THEREAFTER. In the event
that an Optionee ceases to be a director of the Company for any reason, such

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Optionee shall have five years from the date such Optionee ceased to be a
director of the Company to exercise those options owned by such Optionee which
were exercisable as of the date of such cessation, but in no event shall such
options be exercisable after the initial term of such options as set forth in
Paragraph 6 hereof shall have expired.

         9. NON-TRANSFERABILITY OF OPTIONS. No option shall be transferable by
the Optionee otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order and each option shall be
exercisable during an Optionee's lifetime only by the Optionee or by the
Optionee's legal representative.

         10. ADJUSTMENT. The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows: (a) in the event that the
number of outstanding shares of Common Stock is changed by any stock dividend,
stock split or combination of shares, the number of shares subject to the Plan
and to options granted thereunder shall be proportionately adjusted; (b) in the
event of any merger, consolidation or reorganization of the Company with any
other corporation or legal entity there shall be substituted, on an equitable
basis as determined by the Board of Directors, for each share of Common Stock
then subject to the Plan and for each share of Common Stock then subject to an
option granted under the Plan, the number and kind of shares of stock or other
securities to which the holders of shares of Common Stock will be entitled
pursuant to the transaction; and (c) in the event of any other relevant change
in the capitalization of the Company, the Board of Directors shall provide for
an equitable adjustment in the number of shares of Common Stock then subject to
the Plan and to each share of Common Stock then subject to an option granted
under the Plan. In the event of any such adjustment, the option price per share
of Common Stock shall be proportionately adjusted.

         11. AMENDMENT OF THE PLAN. The Board of Directors of the Company or any
authorized committee thereof may amend or discontinue the Plan at any time,
provided, however, that the Plan may not be amended more than once every six
months except to comport with changes in the Code, the Employee Retirement
Income Security Act, or the rules and regulations under each, and provided
further, that no such amendment or discontinuance shall (a) without the consent
of the Optionee change or impair any option previously granted, or (b) without
the approval of the holders of a majority of the shares of Common Stock which
vote in person or by proxy at a duly held stockholders' meeting, (i) increase
the maximum number of

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shares which may be purchased by all eligible directors pursuant to the Plan,
(ii) change the purchase price of any option, or (iii) change the option period
or increase the time limitations on the grant of options.

         12. EFFECTIVE DATE.  The Plan is effective as of ________ __, 2003.

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