POWER OF ATTORNEY

          We, the undersigned directors,  managers and officers of National Wine
& Spirits Corporation,  NWS, Inc., NWS Illinois, LLC and NWS-Michigan,  Inc., do
hereby  constitute and appoint J. Smoke Wallin our true and lawful  attorney and
agent,  to do any and all acts and  things in our name and on our  behalf in our
capacities  as  directors,  managers  and  officers  and to execute  any and all
instruments  for us and in our names in the capacities  indicated  below,  which
said attorney and agent may deem necessary or advisable to enable said companies
to  comply  with the  Securities  Act of 1933  and any  rules,  regulations  and
requirements  of the Securities and Exchange  Commission in connection with this
Registration  Statement,  including  specifically,  but not without  limitation,
power and  authority to sign for us or any of us in our names in the  capacities
indicated below, any and all amendments  (including  post-effective  amendments)
hereto and we do hereby  ratify and  confirm  all that said  attorney  and agent
shall do or cause to be done by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  on the 14 day of  June,  1999 by the
following persons in the capacities indicated:


        SIGNATURE                 TITLE

  /s/James E. LaCrosse            Chairman (Principal Executive Officer)
    James E. LaCrosse


   /s/ J. Smoke Wallin            Secretary and Treasurer (Principal Financial
     J. Smoke Wallin              and Accounting Officer)


  /s/ Norma M. Johnston           Director/Manager
    Norma M. Johnston


/s/ Patricia J. LaCrosse          Director/Manager
  Patricia J. LaCrosse