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EXHIBIT 8
POWER OF ATTORNEY
General Electric Company, a New York corporation, has made, constituted
and appointed and by these presents does make, constitute and appoint each of
Stephen R. Bolze, Ronald J. Herman, Jr., and James M. Waterbury, singly, its
true and lawful agents and attorneys-in-fact to act in the name of and on behalf
of General Electric Company in negotiating, executing and delivering (i) the
Acquisition Agreement dated August 16, 2000 between Smallworldwide plc (the
"Company") and General Electric Company relating to the acquisition by GE or its
designed assignee (including GE Power Systems Equities, Inc. ("GEPSE")) of all
of the shares of the Company pursuant to a recommended cash tender offer (the
"Offer") at $20 per share (equivalent to approximately $180 million in aggregate
consideration), (ii) the Deeds of Undertaking and the Retention Agreements
(together with the Acquisition Agreement, the "Acquisition Documents"), and
(iii) any and all contractual instruments, certificates, documents, deeds or
other writings as may be necessary or appropriate in connection with the Offer,
together with such changes therein as any of the attorneys-in-fact executing
such documents may, in his sole discretion, deem necessary or advisable or
appropriate;
In connection with the foregoing, each of the above-designated
attorneys-in-fact acting singly shall have the power and authority to take all
such actions to cause to be prepared and filed all such other documents, to make
all expenditures, and to execute all contractual instruments, certificates,
deeds, documents, acknowledgments, consents and other agreements and to take
such further action as may be necessary or desirable in order to carry out the
intent and purpose of the foregoing and to effectuate the Offer and the
transactions contemplated by the Acquisition Documents, including without
limitation the preparation and filing with the US Securities & Exchange
Commission of all documentation in connection with the Offer.
Each of the above-designated attorneys-in-fact acting singly shall have
the power and authority to execute all contractual instruments, certificates,
deeds, documents, acknowledgments, consents and other agreements and to take
such further action as may be necessary or desirable in order to carry out the
intent and purpose of the foregoing powers.
Agreements, documents, deeds, instruments and other writings executed by
any of the above-designated attorneys-in-fact in accordance with the terms
hereof shall be binding upon General Electric Company without attestation and
without affixation of the seal of General Electric Company. The Power of
Attorney conferred hereby shall not be delegable.
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This Power of Attorney and the authority of the above-designated
attorneys-in-fact shall automatically terminate on December 31, 2000.
IN WITNESS WHEREOF, General Electric Company has caused this Power
of Attorney to be executed by its duly authorized officer.
Dated this 15th day of August, 2000.
GENERAL ELECTRIC COMPANY
By: _________________________
John G. Rice
Senior Vice President
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