EXHIBIT 24.1
DIRECTORS AND OFFICERS OF
PARK-OHIO INDUSTRIES, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Park-Ohio Industries, Inc., an Ohio corporation (the "COMPANY"),
hereby constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard
P. Elliott, Robert D. Vilsack, Patrick W. Fogarty and Michael D. Volchko, and
each of them, as the true and lawful attorney-in-fact or attorneys-in-fact, with
full power of substitution and resubstitution, for each of the undersigned and
in the name, place and stead of each of the undersigned, to sign and file with
the Securities and Exchange Commission under the Securities Act of 1933 (the
"SECURITIES ACT") one or more registration statements on Form S-4 relating to
the registration of the Company's debt securities in connection with the
exchange offer of such debt securities, with any and all amendments, supplements
and exhibits thereto, including pre-effective and post-effective amendments or
supplements or any additional registration statement filed pursuant to Rule 462
promulgated under the Securities Act, with full power and authority to do and
perform any and all acts and things whatsoever required, necessary or desirable
to be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board, Chief Executive February 28, 2005
Officer and Director (Principal Executive
Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President and Chief Financial Officer February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Matthew V. Crawford
- -------------------------------------------------
Matthew V. Crawford President, Chief Operating Officer and February 28, 2005
Director
/s/ Kevin R. Greene
- -------------------------------------------------
Kevin R. Greene Director February 28, 2005
/s/ Ronna Romney
- -------------------------------------------------
Ronna Romney Director February 28, 2005
/s/ Lewis E. Hatch, Jr.
- -------------------------------------------------
Lewis E. Hatch, Jr. Director February 28, 2005
/s/ Lawrence O. Selhorst
- -------------------------------------------------
Lawrence O. Selhorst Director February 28, 2005
/s/ Patrick V. Auletta
- -------------------------------------------------
Patrick V. Auletta Director February 28, 2005
/s/ Dan T. Moore III
- -------------------------------------------------
Dan T. Moore III Director February 28, 2005
/s/ James W. Wert
- -------------------------------------------------
James W. Wert Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
AJAX TOCCO MAGNETHERMIC CORPORATION
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Ajax Tocco Magnethermic Corporation, an Ohio corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Tom Illencik
- -------------------------------------------------
Tom Illencik President (Principal Executive Officer) February 28, 2005
/s/ Steven E. White
- -------------------------------------------------
Steven E. White Vice President and Chief Financial Officer February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President and Director February 28, 2005
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Secretary and Director February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
ATBD, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of ATBD, Inc., an Ohio corporation (the "COMPANY"), hereby
constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard P.
Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Timothy Dunagan
- -------------------------------------------------
Timothy Dunagan President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
BLUE FALCON TRAVEL, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Blue Falcon Travel, Inc., an Alabama corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Matthew V. Crawford
- -------------------------------------------------
Matthew V. Crawford President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Treasurer and Director (Principal February 28, 2005
Financial Officer and Principal Accounting
Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Director February 28, 2005
</Table>
MANAGERS AND OFFICERS OF
COLUMBIA NUT & BOLT LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of Columbia Nut & Bolt LLC, an Ohio limited liability company (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Bill Laufer
- -------------------------------------------------
Bill Laufer President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Secretary and Manager February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
CONTROL TRANSFORMER, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Control Transformer, Inc., an Ohio corporation (the "COMPANY"),
hereby constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard
P. Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
/s/ Tom Illencik
- -------------------------------------------------
Tom Illencik President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Director February 28, 2005
</Table>
MANAGERS AND OFFICERS OF
DONEGAL BAY LTD.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of Donegal Bay Ltd., an Ohio limited liability company (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford President and Manager (Principal Executive February 28, 2005
Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
FECO, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Feco, Inc., an Illinois corporation (the "COMPANY"), hereby
constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard P.
Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Patrick W. Fogarty
- -------------------------------------------------
Patrick W. Fogarty President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
FORGING PARTS & MACHINING COMPANY
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Forging Parts & Machining Company, an Ohio corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chief Executive Officer, Chairman of the February 28, 2005
Board and Director (Principal Executive
Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Secretary and Director February 28, 2005
</Table>
MANAGERS AND OFFICERS OF
GAMCO COMPONENTS GROUP LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of GAMCO Components Group LLC, an Ohio limited liability company
(the "COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Matthew V. Crawford
- -------------------------------------------------
Matthew V. Crawford President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Manager February 28, 2005
</Table>
MANAGERS AND OFFICERS OF
GATEWAY INDUSTRIAL SUPPLY LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of Gateway Industrial Supply LLC, an Ohio limited liability company
(the "COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Craig Cowan
- -------------------------------------------------
Craig Cowan President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Manager February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
GENERAL ALUMINUM MFG. COMPANY
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of General Aluminum Mfg. Company, an Ohio corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Matthew V. Crawford
- -------------------------------------------------
Matthew V. Crawford President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Director February 28, 2005
</Table>
MANAGERS AND OFFICERS OF
ILS TECHNOLOGY LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of ILS Technology LLC, an Ohio limited liability company (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Joseph Cestari
- -------------------------------------------------
Joseph Cestari President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Manager February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
INTEGRATED LOGISTICS HOLDING COMPANY
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Integrated Logistics Holding Company, an Ohio corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Andrew A. Arena
- -------------------------------------------------
Andrew A. Arena President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Director February 28, 2005
</Table>
MANAGERS AND OFFICERS OF
INTEGRATED LOGISTICS SOLUTIONS LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of Integrated Logistics Solutions LLC, an Ohio limited liability
company (the "COMPANY"), hereby constitutes and appoints Edward F. Crawford,
Matthew V. Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them,
as the true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Andrew A. Arena
- -------------------------------------------------
Andrew A. Arena President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Manager February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
LALLEGRO, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Lallegro, Inc., a Delaware corporation (the "COMPANY"), hereby
constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard P.
Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford President and Director (Principal February 28, 2005
Executive Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
LEWIS & PARK SCREW & BOLT COMPANY
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Lewis & Park Screw & Bolt Company, an Ohio corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford President and Director (Principal February 28, 2005
Executive Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
</Table>
EXHIBIT 24.1
MANAGERS AND OFFICERS OF
PARK AVENUE TRAVEL LTD.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of Park Avenue Travel Ltd., an Ohio limited liability company (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dora A. Bourgault President (Principal Executive Officer) February 28, 2005
- -------------------------------------------------
Dora A. Bourgault
/s/ Michael D. Volchko Treasurer (Principal Financial Officer and February 28, 2005
- ------------------------------------------------- Principal Accounting Officer)
Michael D. Volchko
/s/ Richard P. Elliott Vice President and Manager February 28, 2005
- -------------------------------------------------
Richard P. Elliott
/s/ Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
- -------------------------------------------------
Robert D. Vilsack
/s/ Edward F. Crawford Manager February 28, 2005
- -------------------------------------------------
Edward F. Crawford
</Table>
MANAGERS AND OFFICERS OF
PARK-OHIO FORGED & MACHINED PRODUCTS LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of Park-Ohio Forged & Machined Products LLC, an Ohio limited
liability company (the "COMPANY"), hereby constitutes and appoints Edward F.
Crawford, Matthew V. Crawford, Richard P. Elliott and Robert D. Vilsack, and
each of them, as the true and lawful attorney-in-fact or attorneys-in-fact, with
full power of substitution and resubstitution, for each of the undersigned and
in the name, place and stead of each of the undersigned, to sign and file with
the Securities and Exchange Commission under the Securities Act of 1933 (the
"SECURITIES ACT") one or more registration statements on Form S-4 relating to
the registration of the Company's guarantee of the debt securities of Park-Ohio
Industries, Inc. in connection with the exchange offer of such securities, with
any and all amendments, supplements and exhibits thereto, including
pre-effective and post-effective amendments or supplements or any additional
registration statement filed pursuant to Rule 462 promulgated under the
Securities Act, with full power and authority to do and perform any and all acts
and things whatsoever required, necessary or desirable to be done in the
premises, hereby ratifying and approving the act of said attorneys and any of
them and any such substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Lester A. Havlik President (Principal Executive Officer) February 28, 2005
- -------------------------------------------------
Lester A. Havlik
/s/ Steven E. White Treasurer (Principal Financial Officer and February 28, 2005
- ------------------------------------------------- Principal Accounting Officer)
Steven E. White
/s/ Richard P. Elliott Vice President and Manager February 28, 2005
- -------------------------------------------------
Richard P. Elliott
/s/ Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
- -------------------------------------------------
Robert D. Vilsack
/s/ Edward F. Crawford Manager February 28, 2005
- -------------------------------------------------
Edward F. Crawford
</Table>
DIRECTORS AND OFFICERS OF
PARK-OHIO PRODUCTS, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Park-Ohio Products, Inc., an Ohio corporation (the "COMPANY"),
hereby constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard
P. Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Craig Cowan President (Principal Executive Officer) February 28, 2005
- -------------------------------------------------
Craig Cowan
/s/ Timothy Andel Treasurer (Principal Financial Officer and February 28, 2005
- ------------------------------------------------- Principal Accounting Officer)
Timothy Andel
/s/ Richard P. Elliott Vice President and Director February 28, 2005
- -------------------------------------------------
Richard P. Elliott
/s/ Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
- -------------------------------------------------
Robert D. Vilsack
/s/ Edward F. Crawford Director February 28, 2005
- -------------------------------------------------
Edward F. Crawford
</Table>
DIRECTORS AND OFFICERS OF
PHARMACEUTICAL LOGISTICS, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Pharmaceutical Logistics, Inc., an Ohio corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford President and Director (Principal February 28, 2005
- ------------------------------------------------- Executive Officer)
Edward F. Crawford
/s/ Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
- ------------------------------------------------- (Principal Financial Officer and Principal
Richard P. Elliott Accounting Officer)
/s/ Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
- -------------------------------------------------
Robert D. Vilsack
</Table>
DIRECTORS AND OFFICERS OF
PHARMACY WHOLESALE LOGISTICS, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Pharmacy Wholesale Logistics, Inc., an Ohio corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford President, Chairman of the Board and February 28, 2005
- ------------------------------------------------- Director (Principal Executive Officer)
Edward F. Crawford
/s/ Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
- ------------------------------------------------- (Principal Financial Officer and Principal
Richard P. Elliott Accounting Officer)
/s/ Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
- -------------------------------------------------
Robert D. Vilsack
</Table>
DIRECTORS AND OFFICERS OF
PMC INDUSTRIES CORP.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of PMC Industries Corp., an Ohio corporation (the "COMPANY"),
hereby constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard
P. Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dwight G. Perry President (Principal Executive Officer) February 28, 2005
- -------------------------------------------------
Dwight G. Perry
/s/ Richard P. Elliott Vice President and Treasurer (Principal February 28, 2005
- ------------------------------------------------- Financial Officer and Principal Accounting
Richard P. Elliott Officer)
/s/ Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
- -------------------------------------------------
Robert D. Vilsack
/s/ Edward F. Crawford Chairman of the Board and Director February 28, 2005
- -------------------------------------------------
Edward F. Crawford
/s/ Matthew V. Crawford Director February 28, 2005
- -------------------------------------------------
Matthew V. Crawford
/s/ Olivier Michel Vice President and Director February 28, 2005
- -------------------------------------------------
Olivier Michel
</Table>
DIRECTORS AND OFFICERS OF
PMC-COLINET, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of PMC-Colinet, Inc., an Ohio corporation (the "COMPANY"), hereby
constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard P.
Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dwight G. Perry President (Principal Executive Officer) February 28, 2005
- -------------------------------------------------
Dwight G. Perry
/s/ Richard P. Elliott Treasurer (Principal Financial Officer and February 28, 2005
- ------------------------------------------------- Principal Accounting Officer)
Richard P. Elliott
/s/ Robert D. Vilsack Secretary and Director February 28, 2005
- -------------------------------------------------
Robert D. Vilsack
/s/ Edward F. Crawford Chairman of the Board and Director February 28, 2005
- -------------------------------------------------
Edward F. Crawford
/s/ Matthew V. Crawford Director February 28, 2005
- -------------------------------------------------
Matthew V. Crawford
/s/ Olivier Michel Vice President and Director February 28, 2005
- -------------------------------------------------
Olivier Michel
</Table>
MANAGERS AND OFFICERS OF
P-O REALTY LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of P-O Realty LLC, an Ohio limited liability company (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford President, Chairman of the Board and February 28, 2005
- ------------------------------------------------- Manager (Principal Executive Officer)
Edward F. Crawford
/s/ Richard P. Elliott Vice President, Treasurer and Manager February 28, 2005
- ------------------------------------------------- (Principal Financial Officer and Principal
Richard P. Elliott Accounting Officer)
/s/ Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
- -------------------------------------------------
Robert D. Vilsack
</Table>
POVI L.L.C.
BY: PARK-OHIO INDUSTRIES, INC., ITS SOLE MEMBER
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Park-Ohio Industries, Inc., the sole member of POVI L.L.C., an
Ohio limited liability company (the "COMPANY"), hereby constitutes and appoints
Edward F. Crawford, Matthew V. Crawford, Richard P. Elliott, Robert D. Vilsack,
Patrick W. Fogarty and Michael D. Volchko, and each of them, as the true and
lawful attorney-in-fact or attorneys-in-fact, with full power of substitution
and resubstitution, for each of the undersigned and in the name, place and stead
of each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford Chairman of the Board, Chief Executive February 28, 2005
- ------------------------------------------------- Officer and Director (Principal Executive
Edward F. Crawford Officer)
/s/ Richard P. Elliott Vice President and Chief Financial Officer February 28, 2005
- ------------------------------------------------- (Principal Financial Officer and Principal
Richard P. Elliott Accounting Officer)
/s/ Matthew V. Crawford President, Chief Operating Officer and February 28, 2005
- ------------------------------------------------- Director
Matthew V. Crawford
/s/ Kevin R. Greene Director February 28, 2005
- -------------------------------------------------
Kevin R. Greene
/s/ Ronna Romney Director February 28, 2005
- -------------------------------------------------
Ronna Romney
/s/ Lewis E. Hatch, Jr. Director February 28, 2005
- -------------------------------------------------
Lewis E. Hatch, Jr.
/s/ Lawrence O. Selhorst Director February 28, 2005
- -------------------------------------------------
Lawrence O. Selhorst
/s/ Patrick V. Auletta Director February 28, 2005
- -------------------------------------------------
Patrick V. Auletta
/s/ Dan T. Moore III Director February 28, 2005
- -------------------------------------------------
Dan T. Moore III
/s/ James W. Wert Director February 28, 2005
- -------------------------------------------------
James W. Wert
</Table>
MANAGERS AND OFFICERS OF
PRECISION MACHINING CONNECTION LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of Precision Machining Connection LLC, an Ohio limited liability
company (the "COMPANY"), hereby constitutes and appoints Edward F. Crawford,
Matthew V. Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them,
as the true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dwight G. Perry
- -------------------------------------------------
Dwight G. Perry President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Manager February 28, 2005
</Table>
RB&W LTD.
BY: RB&W MANUFACTURING LLC, ITS SOLE MEMBER
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of RB&W Manufacturing LLC, the sole member of RB&W Ltd., an Ohio
limited liability company (the "COMPANY"), hereby constitutes and appoints
Edward F. Crawford, Matthew V. Crawford, Richard P. Elliott and Robert D.
Vilsack, and each of them, as the true and lawful attorney-in-fact or
attorneys-in-fact, with full power of substitution and resubstitution, for each
of the undersigned and in the name, place and stead of each of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act of 1933 (the "SECURITIES ACT") one or more registration
statements on Form S-4 relating to the registration of the Company's guarantee
of the debt securities of Park-Ohio Industries, Inc. in connection with the
exchange offer of such securities, with any and all amendments, supplements and
exhibits thereto, including pre-effective and post-effective amendments or
supplements or any additional registration statement filed pursuant to Rule 462
promulgated under the Securities Act, with full power and authority to do and
perform any and all acts and things whatsoever required, necessary or desirable
to be done in the premises, hereby ratifying and approving the act of said
attorneys and any of them and any such substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Craig Cowan
- -------------------------------------------------
Craig Cowan President (Principal Executive Officer) February 28, 2005
/s/ Patrick W. Fogarty
- --------------------------------------------------
Patrick W. Fogarty Chief Financial Officer (Principal February 28, 2005
Financial Officer and Principal Accounting
Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager
/s/ Robert D. Vilsack
- --------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Manager February 28, 2005
</Table>
MANAGERS AND OFFICERS OF
RB&W MANUFACTURING LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of RB&W Manufacturing LLC, an Ohio limited liability company (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Craig Cowan
- -------------------------------------------------
Craig Cowan President (Principal Executive Officer) February 28, 2005
/s/ Patrick W. Fogarty
- -------------------------------------------------
Patrick W. Fogarty Chief Financial Officer (Principal February 28, 2005
Financial Officer and Principal Accounting
Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager
/s/ Robert D. Vilsack
- --------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Manager February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
RED BIRD, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Red Bird, Inc., an Ohio corporation (the "COMPANY"), hereby
constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard P.
Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford President and Director (Principal February 28, 2005
Executive Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
</Table>
MANAGERS AND OFFICERS OF
SOUTHWEST STEEL PROCESSING LLC
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned managers
and officers of Southwest Steel Processing LLC, an Ohio limited liability
company (the "COMPANY"), hereby constitutes and appoints Edward F. Crawford,
Matthew V. Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them,
as the true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Timothy Dunagan
- -------------------------------------------------
Timothy Dunagan President and Manager (Principal Executive February 28, 2005
Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Manager February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Manager February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
SUMMERSPACE, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Summerspace, Inc., an Ohio corporation (the "COMPANY"), hereby
constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard P.
Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Matthew V. Crawford
- -------------------------------------------------
Matthew V. Crawford President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
THE AJAX MANUFACTURING COMPANY
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of The Ajax Manufacturing Company, an Ohio corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Timothy Dunagan
- -------------------------------------------------
Timothy Dunagan President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
THE CLANCY BING COMPANY
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of The Clancy Bing Company, a Pennsylvania corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Craig Cowan
- -------------------------------------------------
Craig Cowan President (Principal Executive Officer) February 28, 2005
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford Chairman of the Board and Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
TOCCO, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Tocco, Inc., an Alabama corporation (the "COMPANY"), hereby
constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard P.
Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Patrick W. Fogarty
- -------------------------------------------------
Patrick W. Fogarty President (Principal Executive Officer) February 28, 2005
/s/ Charles Faulkner Herb, Jr.
- -------------------------------------------------
Charles Faulkner Herb, Jr. Treasurer (Principal Financial Officer and February 28, 2005
Principal Accounting Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President and Director February 28, 2005
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
/s/ Edward F. Crawford
- ------------------------------------------------
Edward F. Crawford Chairman of the Board and Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
TRICKERATION, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Trickeration, Inc., an Ohio corporation (the "COMPANY"), hereby
constitutes and appoints Edward F. Crawford, Matthew V. Crawford, Richard P.
Elliott and Robert D. Vilsack, and each of them, as the true and lawful
attorney-in-fact or attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in the name, place and stead of
each of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (the "SECURITIES ACT") one or more
registration statements on Form S-4 relating to the registration of the
Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford President, Chairman of the Board and February 28, 2005
Director (Principal Executive Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
</Table>
DIRECTORS AND OFFICERS OF
WB&R ACQUISITION COMPANY, INC.
REGISTRATION STATEMENT ON FORM S-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of WB&R Acquisition Company, Inc., a Pennsylvania corporation (the
"COMPANY"), hereby constitutes and appoints Edward F. Crawford, Matthew V.
Crawford, Richard P. Elliott and Robert D. Vilsack, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 (the "SECURITIES ACT")
one or more registration statements on Form S-4 relating to the registration of
the Company's guarantee of the debt securities of Park-Ohio Industries, Inc. in
connection with the exchange offer of such securities, with any and all
amendments, supplements and exhibits thereto, including pre-effective and
post-effective amendments or supplements or any additional registration
statement filed pursuant to Rule 462 promulgated under the Securities Act, with
full power and authority to do and perform any and all acts and things
whatsoever required, necessary or desirable to be done in the premises, hereby
ratifying and approving the act of said attorneys and any of them and any such
substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edward F. Crawford
- -------------------------------------------------
Edward F. Crawford President and Director (Principal February 28, 2005
Executive Officer)
/s/ Richard P. Elliott
- -------------------------------------------------
Richard P. Elliott Vice President, Treasurer and Director February 28, 2005
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Robert D. Vilsack
- -------------------------------------------------
Robert D. Vilsack Vice President, Secretary and Director February 28, 2005
</Table>