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EXHIBIT 24
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POWER OF ATTORNEY
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We, the undersigned Directors of Precision Auto Care, Inc. (the
"Corporation"), hereby constitute and appoint Charles L. Dunlap, with power of
substitution, our true and lawful attorney-in-fact with full power to sign for
us, in our names and in the capacities indicated below, to execute and file, or
cause to be filed, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission (the "Commission") the
registration statement on Form S-8 for the purpose of registering under the
Securities Act of 1933, as amended (the "Securities Act"), common stock of
Precision Auto Care, Inc. ("Precision") for use in connection with the 2000
Outside Directors' Stock Plan maintained by Precision and amendments thereto
(including post-effective amendments), and all matters required by the
Commission in connection with such registration statement under the Securities
Act (collectively "Filings"), granting unto said attorney-in-fact and his
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and his agents, his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof. The foregoing Power of Attorney may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same document.
<TABLE>
<S> <C> <C>
/s/ Woodley A. Allen Chairman of the Board of Directors; May 2, 2000
------------------------- Director
Woodley A. Allen
/s/ George A. Bavelis Director May 3, 2000
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George A. Bavelis
/s/ Lynne E. Caruthers Director May 3, 2000
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Lynne E. Caruthers
/s/ Bernard H. Clineburg Director May 3, 2000
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Bernard H. Clineburg
/s/ Bassam N. Ibrahim Director May 2, 2000
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Bassam N. Ibrahim
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Arthur Kellar Director May 3, 2000
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Arthur Kellar
/s/ William R. Klumb Director May 5, 2000
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William R. Klumb
/s/ Ernest S. Malas Director May 3, 2000
-------------------------
Ernest S. Malas
/s/ Mauricio Zambrano Director May 3, 2000
-------------------------
Mauricio Zambrano
</TABLE>
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