<PAGE> 1
Exhibit 24.2
POWER OF ATTORNEY
I, the undersigned member of the Board of Managers of DJ ORTHOPEDICS,
LLC, do hereby constitute and appoint LESLIE H. CROSS and JOHN J. DAILEADER, or
either of them, my true and lawful attorneys and agents, to do any and all acts
and things in my name and on my behalf in my capacity as manager and to execute
any and all instruments for me and in my name in the capacity indicated below,
which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said Company to comply with the Securities Act of 1933 and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for me in my
name in the capacity indicated below, any and all amendments (including
post-effective amendments) hereto; and I do hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on behalf of the
registrant and in the capacity and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kirby L. Cramer Manager August 3, 2000
----------------------------
Kirby L. Cramer
</TABLE>
<PAGE> 2
POWER OF ATTORNEY
I, the undersigned director of DJ ORTHOPEDICS CAPITAL CORPORATION, do
hereby constitute and appoint LESLIE H. CROSS and JOHN J. DAILEADER, or either
of them, my true and lawful attorneys and agents, to do any and all acts and
things in my name and on my behalf in my capacity as director and to execute any
and all instruments for me and in my name in the capacity indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable said Company to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically, but without
limitation, power and authority to sign for me in my name in the capacity
indicated below, any and all amendments (including post-effective amendments)
hereto; and I do hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on behalf of the
registrant and in the capacity and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kirby L. Cramer Director August 3, 2000
--------------------------
Kirby L. Cramer
</TABLE>
<PAGE> 3
POWER OF ATTORNEY
I, the undersigned member of the Board of Managers of DONJOY, L.L.C., do
hereby constitute and appoint LESLIE H. CROSS and JOHN J. DAILEADER, or either
of them, my true and lawful attorneys and agents, to do any and all acts and
things in my name and on my behalf in my capacity as manager and to execute any
and all instruments for me and in my name in the capacity indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable said Company to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically, but without
limitation, power and authority to sign for me in my name in the capacity
indicated below, any and all amendments (including post-effective amendments)
hereto; and I do hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on behalf of the
registrant and in the capacity and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kirby L. Cramer Manager August 3, 2000
---------------------------
Kirby L. Cramer
</TABLE>
