EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of American Recreation Products, Inc., a Delaware corporation, which is filing a
registration statement on Form S-3 with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas
H. Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Hal J. Upbin Chief Executive Officer and Director
- -------------------------------------
Hal J. Upbin
/s/ W. Lee Capps, III Chief Financial Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Biflex International, Inc., a New York corporation, which is filing a
registration statement on Form S-3 with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas
H. Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Hal J. Upbin Chief Executive Officer and Director
- -------------------------------------
Hal J. Upbin
/s/ W. Lee Capps, III Chief Financial Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Briggs New York, Inc., a Delaware corporation, which is filing a registration
statement on Form S-3 with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas H.
Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Hal J. Upbin Chief Executive Officer and Director
- -------------------------------------
Hal J. Upbin
/s/ W. Lee Capps, III Chief Financial Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Costura Dominicana, Inc., a Delaware corporation, which is filing a
registration statement on Form S-3 with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas
H. Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Robert C. Skinner, Jr. Chief Executive Officer and Director
- -------------------------------------
Robert C. Skinner, Jr.
/s/ W. Lee Capps, III Chief Financial Officer
- -------------------------------------
W. Lee Capps, III
/s/ Hal J. Upbin Director
- -------------------------------------
Hal J. Upbin
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Dorby Frocks, Ltd., a New York corporation, which is filing a registration
statement on Form S-3 with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas H.
Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Hal J. Upbin Chief Executive Officer and Director
- -------------------------------------
Hal J. Upbin
/s/ W. Lee Capps, III Chief Financial Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of GCI IP Sub, Inc., a Delaware corporation, which is filing a registration
statement on Form S-3 with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas H.
Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ W. Lee Capps, III Chief Executive Officer
- -------------------------------------
W. Lee Capps, III
/s/ Jay Cope Chief Financial Officer and Director
- -------------------------------------
Jay Cope
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
/s/ Keith A. Grypp Director
- -------------------------------------
Keith A. Grypp
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of GCW Holdings, Inc., a Delaware corporation, which is filing a registration
statement on Form S-3 with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas H.
Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Robert C. Skinner, Jr. Chief Executive Officer
- -------------------------------------
Robert C. Skinner, Jr.
/s/ Jay Cope Chief Financial Officer
- -------------------------------------
Jay Cope
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
/s/ Keith A. Grypp Director
- -------------------------------------
Keith A. Grypp
/s/ Robert A. Sagedy, Jr. Director
- -------------------------------------
Robert A. Sagedy, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Gerber Childrenswear, Inc., a Delaware corporation, which is filing a
registration statement on Form S-3 with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas
H. Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Robert C. Skinner, Jr. Chief Executive Officer and Director
- -------------------------------------
Robert C. Skinner, Jr.
/s/ W. Lee Capps, III Chief Financial Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Hal. J. Upbin Director
- -------------------------------------
Hal J. Upbin
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Halmode Apparel, Inc., a Delaware corporation, which is filing a registration
statement on Form S-3 with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas H.
Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Hal J. Upbin Chief Executive Officer and Director
- -------------------------------------
Hal J. Upbin
/s/ W. Lee Capps, III Chief Financial Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Kellwood Financial Resources, Inc., a Tennessee corporation, which is filing
a registration statement on Form S-3 with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), hereby constitute and appoint Hal J. Upbin, W. Lee Capps III
and Thomas H. Pollihan, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign such Registration Statement and any and 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, full power and authority to sign such documents
and 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 or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
SIGNATURE TITLE
--------- -----
/s/ W. Lee Capps, III Chief Executive Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Lawrence E. Hummel Chief Financial Officer
- -------------------------------------
Lawrence E. Hummel
/s/ Hal J. Upbin Director
- -------------------------------------
Hal J. Upbin
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Koret of California, Inc., a California corporation, which is filing a
registration statement on Form S-3 with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas
H. Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Hal J. Upbin Chief Executive Officer and Director
- -------------------------------------
Hal J. Upbin
/s/ W. Lee Capps, III Chief Financial Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of KWD Holdings, Inc., a Delaware corporation, which is filing a registration
statement on Form S-3 with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas H.
Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ W. Lee Capps, III Chief Executive Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ John Bruenger Chief Financial Officer
- -------------------------------------
John Bruenger
/s/ Keith A. Grypp Director
- -------------------------------------
Keith A. Grypp
/s/ Robert A. Sagedy, Jr. Director
- -------------------------------------
Robert A. Sagedy, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of New Campaign, Inc., a Delaware corporation, which is filing a registration
statement on Form S-3 with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas H.
Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Hal J. Upbin Chief Executive Officer and Director
- -------------------------------------
Hal J. Upbin
/s/ W. Lee Capps, III Chief Financial Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Phat Fashions, LLC, a New York limited liability company, which is filing a
registration statement on Form S-3 with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas
H. Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Robert C. Skinner, Jr. Chief Executive Officer and Director
- -------------------------------------
Robert C. Skinner, Jr.
/s/ W. Lee Capps, III Chief Financial Officer
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Phat Licensing, LLC, a New York limited liability company, which is filing a
registration statement on Form S-3 with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), hereby constitute and appoint Hal J. Upbin, W. Lee Capps III and Thomas
H. Pollihan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any and 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, full
power and authority to sign such documents and 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
--------- -----
/s/ Robert C. Skinner, Jr. Chief Executive Officer and Director
- -------------------------------------
Robert C. Skinner, Jr.
/s/ W. Lee Capps, III Chief Financial Officer
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Sierra Designs Acquisition Corporation, a Delaware corporation, which is
filing a registration statement on Form S-3 with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), hereby constitute and appoint Hal J. Upbin, W. Lee Capps III
and Thomas H. Pollihan, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign such Registration Statement and any and 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, full power and authority to sign such documents
and 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 or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
SIGNATURE TITLE
--------- -----
/s/ Hal J. Upbin Chief Executive Officer and Director
- -------------------------------------
Hal J. Upbin
/s/ W. Lee Capps, III Chief Financial Officer and Director
- -------------------------------------
W. Lee Capps, III
/s/ Thomas H. Pollihan Director
- -------------------------------------
Thomas H. Pollihan