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Exhibit 24.2
POWER OF ATTORNEY
The undersigned director of InFlow, Inc. (the "Company"), hereby
constitutes and appoints Arthur H. Zeile, President, Chief Executive Officer and
Chairman of the Board of Directors; Joel C. Daly, Vice President, Chief
Operating Officer and Secretary; and James W. McHose, Chief Financial Officer,
and each of them individually, with full powers of substitution and
resubstitution, my true and lawful attorneys, with full powers to them and each
of them to sign for me, in my name and in the capacity indicated below, the
registration statement of Form S-1 filed with the Securities and Exchange
Commission, and any and all amendments to said registration statement (including
post-effective amendments), and any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, in connection with the
registration under the Securities Act of 1933, as amended, of equity securities
of the Company, and to file or cause to be filed the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as each of them might or could do in person, and hereby ratifying and
confirming all that said attorneys, and each of them, or their substitute or
substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Signature Title Date
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/s/ Andrew J. Armstrong Director August ___, 2000
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Andrew J. Armstrong
