EXHIBIT 24.6

FANTASMA, LLC

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 Fantasma, LLC (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/ Roger D. Dreyer President August 10, 1998
- ------------------------------------ (Principal Executive Officer)
Roger D. Dreyer

/s/ Duane M. DeSisto Treasurer August 10, 1998
- ------------------------------------ (Principal Financial Officer)
Duane M. DeSisto

/s/ Stephen J. Korotsky Controller August 10, 1998
- ------------------------------------ (Principal Accounting Officer)
Stephen J. Korotsky

Houdini Capital Ltd. Member August 10, 1998

By:/s/ Roger D. Dreyer
---------------------------------
Roger D. Dreyer, President