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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of TeleCommunication Systems, Inc., a Maryland corporation (the
"Corporation"), hereby constitute and appoint Maurice B. Tose and Thomas M.
Brandt, Jr. and each of them, the true and lawful agents and attorneys-in-fact
of the undersigned with full power and authority in said agents and
attorneys-in-fact, and in any one or more of them, to sign for the undersigned
and in their respective names as officers and as Directors of the Corporation,
a registration statement on Form S-8 (or other appropriate form) (the
"Registration Statement") relating to the proposed issuance of Class A Common
Stock, par value $0.01, of the Corporation and other securities pursuant to the
exercise of stock options granted under the Corporation's Amended and Restated
1997 Stock Incentive Plan and the fulfillment of subscriptions under the
Corporation's Employee Stock Purchase Plan (or any and all amendments,
including post-effective amendments, to such Registration Statement) and file
the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, and with full power of
substitution; hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Maurice B. Tose Chief Executive Officer, President October 16, 2000
--------------------------------- and Chairman of the Board
Maurice B. Tose (Principal Executive Officer)
/s/ Thomas M. Brandt, Jr. Chief Financial Officer and October 16, 2000
--------------------------------- Senior Vice President
Thomas M. Brandt, Jr. (Principal Financial and Accounting Officer)
/s/ Clyde A. Heintzelman Director October 16, 2000
---------------------------------
Clyde A. Heintzelman
/s/ Andrew C. Barrett Director October 16, 2000
---------------------------------
Andrew C. Barrett
/s/ Richard A. Kozak Director October 16, 2000
---------------------------------
Richard A. Kozak
Director _________, 2000
---------------------------------
Weldon H. Latham
/s/ Byron F. Marchant Director October 16, 2000
---------------------------------
Byron F. Marchant
/s/ Timothy P. Bradley Director October 16, 2000
---------------------------------
Timothy P. Bradley
</TABLE>
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<TABLE>
<S> <C> <C>
Director ________, 2000
---------------------------------
Daniel Tseung
</TABLE>
