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


KNOW ALL MEN BY THESE PRESENTS:
  That I, William R. Ponsoldt, Jr., do hereby make, constitute and appoint Gary
K. Nuttall and Eunice M. Antosh, or either of them, 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 15th day of March,
1996.

In the presence of:



 /s/ Karol D. Leuelan                    /s/ William R. Ponsoldt, Jr.    
- -----------------------------           ------------------------------------
 Karol D. Leuelan                        William R. Ponsoldt, Jr.

 /s/ Judith Kaufman
- -----------------------------
 Judith Kaufman


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STATE OF FLORIDA )
                 )  SS:
COUNTY OF MARTIN )





  Before me, a Notary Public in and for said County and State, personally
appeared the above named, William R. Ponsoldt, Jr., 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
15th day of March, 1996.


                                        /s/ Frances K. Brown
                                        -----------------------------
                                        NOTARY PUBLIC       


                                        [seal]    FRANCES K. BROWN
                                            MY COMMISSION # CC 229954 EXPIRES
                                                    October 23, 1996
                                          BONDED THRU TROY FAIN INSURANCE, INC.


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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