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                          LIMITED POWER OF ATTORNEY
                          -------------------------


KNOW ALL MEN BY THESE PRESENTS:
  That I, Larry J. Horbach, do hereby make, constitute and appoint Eunice M.
Antosh, my true and lawful Attorney-in-Fact, for me and in my name, place and
stead, to sign, execute, acknowledge and deliver the report on Form 10-K for
Regency Affiliates, Inc. for the year ended December 31, 1995 to be filed with
the Securities and Exchange Commission.
  This Power of Attorney is limited to the foregoing acts, however, it shall
not be affected by disability of the Donor and all of the authority given to
the Attorney-in-Fact herein shall be exercisable by said Attorney-in-Fact as
provided in this instrument, notwithstanding any later disability, incapacity
or adjudication of incompetency of the Donor.  All acts therein by said
Attorney-in-Fact, pursuant to this written instrument, during such period of
disability, incapacity or adjudication of incompetency of the Donor shall have
the same effect and inure to the benefit of the Donor and bind the Donor's
heirs, devisees and personal representatives as if the Donor where competent
and not disabled or incapacitated.

  IN WITNESS WHEREOF, I have hereunto set my hand, this 13th day of February,
1996.

In the presence of:



/s/ Anne Horbach                        /s/ Larry J. Horbach
- ------------------------------          ------------------------------------
                                        Larry J. Horbach

/s/ Sally H. Johnston
- ------------------------------



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STATE OF NEBRASKA  )
                   )  SS:
COUNTY OF DOUGLAS  )





  Before me, a Notary Public in and for said County and State, personally
appeared the above named, Larry J. Horbach, who acknowledged to me that he did
sign the foregoing Power of Attorney and that the same is his or her free act
and deed.
  IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
13th day of February, 1996.


   GENERAL NOTARY-STATE NEBRASKA         /s/ Roger E. Pfeifer               
          ROGER E. PFEIFER               -----------------------------------
    My Comm. Exp. Sept. 21, 1998         NOTARY PUBLIC                      





THIS INSTRUMENT PREPARED BY:

  James F. Koehler, Esq.                                                    
  Gallagher, Sharp, Fulton & Norman                                         
  Seventh Floor, Bulkley Building                                           
  1501 Euclid Avenue
  Cleveland, Ohio 44115
  (216) 522-1055





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