<PAGE> 1
DESCRIPTION: POWER OF ATTORNEY
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Unitrend, Inc. (the "Company") in their respective capacities
set forth below constitutes and appoints Douglas E. Stallings and Conrad A. H.
Jelinger, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to do any and
all acts and all things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission there under in
connection with the registration under such Act of shares of Common Stock of the
Company to be issued pursuant to the Company's 1999 Equity Incentive Plan, to
the extent that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel, including without
limitation, the power and authority to sign the name of each undersigned
individual in the capacity indicated below opposite the name of such individual
to the Registration Statement on Form S-8 or any Form relating to the
registration of such Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to sign any and all amendments
(including post-effective amendments) and supplements to such Registration
Statement, and to file the same, with all exhibits thereto, and other documents
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, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
President, Chief Executive Officer,
/s/ Conrad A. H. Jelinger Director, and Interim Chief Financial 9-21-00
---------------------------------- Officer ---------------
Conrad A. H. Jelinger
/s/ Kathleen M. Novak 9-22-00
--------------------------------- Senior Vice President ---------------
Kathleen M. Novak
/s/ Douglas E. Stallings 9-22-00
--------------------------------- General Counsel ---------------
Douglas E. Stallings
/s/ Eric V. Jelinger 9-18-00
--------------------------------- Director ---------------
Eric V. Jelinger
/s/ Dale Boley 9-18-00
--------------------------------- Director ---------------
Dale Boley
--------------------------------- Director ---------------
Robert J. Hayes
/s/ Martha A. Moloney 9-22-00
--------------------------------- Director ----------------
Martha A. Moloney
--------------------------------- Director ----------------
Darryl Stolper
</TABLE>
