MEMBERWORKS INC
SC 13G/A, EX-99.3, 2000-09-08
BUSINESS SERVICES, NEC
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<PAGE>

                                    EXHIBIT 3

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, THAT:

     The undersigned Waddell & Reed Financial Services, Inc., a corporation
organized and existing under the laws of the State of Delaware, constitutes and
appoints Wendy J. Hills, Mark P. Buyle and Kristen A. Richards and each of them
severally, its true and lawful attorneys-in-fact on behalf of the corporation
and in its place and stead, in any and all capacities, to execute any and all
Schedules 13G or 13D and any amendments thereto relating to ownership of any
voting equity security of a class which is registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, as required by rules and
regulations promulgated under said Securities Exchange Act of 1934, and to file
the same with all documents required in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done and hereby ratifying and
confirming all said attorneys-in-fact and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the corporation has caused this power of attorney to be
executed in its corporate name by its Executive Vice President and its Secretary
corporate seal to be affixed hereto on this 4th day of February, 2000.



                                   Waddell & Reed Financial Services, Inc.


                                   /s/ Robert L. Hechler

                                   Robert L. Hechler
                                   Executive Vice President

Attest: /s/ Daniel C. Schulte

        Daniel C. Schulte
        Secretary

<PAGE>

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, THAT:

     The undersigned Waddell & Reed, Inc., a corporation organized and existing
under the laws of the State of Delaware, constitutes and appoints Wendy J.
Hills, Mark P. Buyle and Kristen A. Richards and each of them severally, its
true and lawful attorneys-in-fact on behalf of the corporation and in its place
and stead, in any and all capacities, to execute any and all Schedules 13G or
13D and any amendments thereto relating to ownership of any voting equity
security of a class which is registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, as required by rules and regulations
promulgated under said Securities Exchange Act of 1934, and to file the same
with all documents required in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done and hereby ratifying and confirming all said
attorneys-in-fact and agents or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the corporation has caused this power of attorney to be
executed in its corporate name by its President and its Secretary corporate seal
to be affixed hereto on this 4th day of February, 2000.



                                   Waddell & Reed, Inc.


                                   /s/ Robert L. Hechler

                                   Robert L. Hechler
                                   President

Attest: /s/ Daniel C. Schulte

        Daniel C. Schulte
        Secretary

<PAGE>

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, THAT:

     The undersigned Waddell & Reed Investment Management Company, a corporation
organized and existing under the laws of the State of Kansas, constitutes and
appoints Wendy J. Hills, Mark P. Buyle and Kristen A. Richards and each of them
severally, its true and lawful attorneys-in-fact on behalf of the corporation
and in its place and stead, in any and all capacities, to execute any and all
Schedules 13G or 13D and any amendments thereto relating to ownership of any
voting equity security of a class which is registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, as required by rules and
regulations promulgated under said Securities Exchange Act of 1934, and to file
the same with all documents required in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done and hereby ratifying and
confirming all said attorneys-in-fact and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the corporation has caused this power of attorney to be
executed in its corporate name by its Executive Vice President and its Secretary
corporate seal to be affixed hereto on this 4th day of February, 2000.



                                   Waddell & Reed Investment Management Company


                                   /s/ Robert L. Hechler

                                   Robert L. Hechler
                                   Executive Vice President

Attest: /s/ Daniel C. Schulte

        Daniel C. Schulte
        Secretary


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