EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Source Media, Inc., a Delaware corporation, which is filing a Registration
Statement on Form S-4 with the Securities and Exchange Commission, Washington,
D.C. 20549 under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), hereby constitute and appoint Timothy P. Peters, W. Scott
Bedford and Maryann Walsh, and each of them, the individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the person and in his or her name, place and stead, in any
and all capacities, to sign such Registration Statement and any or all
amendments, including post-effective amendments, to the Registration Statement,
including a Prospectus or an amended Prospectus therein and any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, and all other documents in connection
therewith to be filed with the Securities and Exchange Commission, granting unto
said 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact as agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ TIMOTHY P. PETERS Chief Executive Officer and December 10, 1997
- ----------------------------------------------------- Chairman of the Board
Timothy P. Peters (principal executive
officer)

/s/ W. SCOTT BEDFORD Chief Financial Officer and December 10, 1997
- ----------------------------------------------------- Treasurer (principal
W. Scott Bedford financial and accounting
officer)

/s/ JOHN J. REED President and Director December 10, 1997
- -----------------------------------------------------
John J. Reed

/s/ DAVID L. KUYKENDALL Director December 10, 1997
- -----------------------------------------------------
David L. Kuykendall

/s/ MICHAEL J. MAROCCO Director December 10, 1997
- -----------------------------------------------------
Michael J. Marocco

/s/ JAMES L. GREENWALD Director December 10, 1997
- -----------------------------------------------------
James L. Greenwald

/s/ ROBERT H. ALTER Director December 10, 1997
- -----------------------------------------------------
Robert H. Alter

/s/ ROBERT J. CRESCI Director December 10, 1997
- -----------------------------------------------------
Robert J. Cresci

/s/ BARRY RUBENSTEIN Director December 10, 1997
- -----------------------------------------------------
Barry Rubenstein

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of SMI Holdings, Inc., a Texas corporation, which is filing a Registration
Statement on Form S-4 with the Securities and Exchange Commission, Washington,
D.C. 20549 under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), hereby constitute and appoint Timothy P. Peters, W. Scott
Bedford and Maryann Walsh, and each of them, the individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the person and in his or her name, place and stead, in any
and all capacities, to sign such Registration Statement and any or all
amendments, including post-effective amendments, to the Registration Statement,
including a Prospectus or an amended Prospectus therein and any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, and all other documents in connection
therewith to be filed with the Securities and Exchange Commission, granting unto
said 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact as agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.