SPECIAL POWER OF ATTORNEY
                              (for Steven T. Darak)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  constitutes and appoints
Ernest C. Garcia II,  Gregory B.  Sullivan  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/ STEVEN T . DARAK
                                                            --------------------
                                                                 STEVEN T. DARAK