SPECIAL POWER OF ATTORNEY
                            (for Ernest C. Garcia II)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  constitutes and appoints
Gregory B. Sullivan,  Steven T. Darak, and Steven P. Johnson,  and each of them,
his true and lawful  attorney-in-fact  and agent with full power of substitution
and  resubstitution,  for him and in his name,  place, and stead, in any and all
capacities,  to sign the Annual  Report on Form 10-K for the  fiscal  year ended
December  31,  1998,  for filing with the  Securities  and  Exchange  Commission
("SEC") by Ugly Duckling Corporation, a Delaware corporation,  together with any
and all  amendments  to such Form 10-K,  and to file the same with all  exhibits
thereto,  and all documents in connection  therewith,  with the SEC, granting to
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the premises,  as fully and to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  such
attorneys-in-fact  and agents,  or each of them,  may lawfully do or cause to be
done by virtue hereof.



DATE: February 25, 1999



                                                         /S/ ERNEST C. GARCIA II
                                                     ---------------------------
                                                             ERNEST C. GARCIA II