Exhibit 40
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints (as of the date set forth opposite their respective
signature below) Andrew S. Wilson his, her or its true and lawful
attorney-in-fact and agent, with full power of substitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign and
file with the Securities and Exchange Commission a Schedule 13E-3 (including all
amendments and exhibits thereto) (the "Statement") with respect to the ADSs
representing ordinary shares, nominal value 2 pence, of Professional Staff plc,
and other documents in connection therewith, granting unto said attorney-in-fact
full power and authority, to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.
April 28, 2003 /s/ Michael A Ashcroft
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Michael A. Ashcroft
April 28, 2003 /s/ Benjamin P. Blackden
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Benjamin P. Blackden
April 28, 2003 /s/ Andrew R. Dixey
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Andrew R. Dixey
April 28, 2003 CS SERVICES LIMITED
By: /s/ K. Haylock for Northtown Ltd.
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Name: K. Haylock for Northtown Ltd.
Title: Director
April 28, 2003 OHSEA HOLDINGS LIMITED
By: /s/ Andrew Wilson
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Name: Andrew Wilson
Title: Director
April 28, 2003 PROFESSIONAL STAFF PLC
By: /s/ Benjamin P. Blackden
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Name: Benjamin P. Blackden
Title: Director