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Exhibit 24.9
OPTI-RAY, INC.
POWER OF ATTORNEY TO SIGN REGISTRATION STATEMENT ON FORM S-4
KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby constitute
and appoint Gerald F. Cerce, Duane M. DeSisto and Stephen J. Carlotti, and each
of them, with full power of substitution and full power to act without the
other, as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of the undersigned,
individually and in each capacity stated below, a Registration Statement on Form
S-4 of Opti-Ray, Inc. (the "Company") relating to the 10 3/4% Series B Notes due
2006 of AAi.FOSTERGRANT, Inc. ("AAi") and the Guarantees of the 10 3/4% Series B
Notes due 2006 by several of AAi's subsidiaries, including the Company, and any
and all amendments (including post-effective amendments) thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
This Power of Attorney has been signed by the following persons in the
capacities and on the date or dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gerald F. Cerce President and Director August 4, 1998
- ------------------------- (Principal Executive Officer)
Gerald F. Cerce
/s/ Duane M. DeSisto Chief Financial Officer and Director August 4, 1998
- ------------------------- (Principal Financial Officer)
Duane M. DeSisto
/s/ Stephen J. Korotsky Controller August 4, 1998
- ------------------------- (Principal Accounting Officer)
Stephen J. Korotsky
/s/ John H. Flynn, Jr. Director August 4, 1998
- -------------------------
John H. Flynn, Jr.