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Exhibit 24.2
POWER OF ATTORNEY
The undersigned director of Victory Entertainment Corp., hereby
constitutes and appoints Michael H. Gerber or Edgar N. Millington Jr., and each
of them singly, my true and lawful attorneys with full power to them, and each
of them singly, to sign for me and in my name in the capacity indicated below,
the Registration Statement of Form S-1 filed herewith and any and all
pre-effective amendments or post-effective amendments to this Registration
Statement or any other registration statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b), and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all such things in my
name and on my behalf in my capacity as director to enable Victory Entertainment
Corp., to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming my signature as they may be signed by my said attorneys, or any
of them, to said Registration Statement and any and all amendments thereto.
SIGNATURE TITLE DATE
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/s/ Michael Solomon Director September 6, 2000
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Michael Solomon