Exhibit VII
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Andlinger Capital XXVI
LLC, Gerhard R. Andlinger, Stephen A. Magida, Merrick G. Andlinger, Robert M.
Castello, Mark f. Callaghan and David R. Smith (the "Reporting Persons") hereby
makes, constitutes and appoints each of STEPHEN A. MAGIDA, PAUL GLUCK, a partner
in Dechert Price & Rhoads, and DECHERT PRICE & RHOADS, acting through any other
authorized partner, as its agent and attorney-in-fact for the purpose of
executing in its name all documents, certificates, instruments, statements,
filings and agreements ("documents") to be filed with or delivered to any
foreign or domestic or governmental or regulatory body or required or requested
by any other person or entity pursuant to any legal or regulatory requirement
relating to Andlinger Capital XXVI LLC's or such Reporting Person's acquisition,
ownership, management or disposition of securities of or other investments in
Rheometric Scientific, Inc., and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to Andlinger
Capital XXVI LLC's or such Reporting Person's filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933, as amended or the Securities Exchange Act of 1934, as amended (the "Act")
and the rules and regulations promulgated thereunder, including without
limitation all documents relating to the beneficial ownership of securities
required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of
the Act, including without limitation any acquisition statements on Schedule
13D, or Schedule 13G, and any amendments thereto, any joint filing agreements
pursuant to Rule 13d-1(k), and any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5. All
past acts of the attorneys-in-fact in furtherance of the foregoing are hereby
ratified and confirmed. This power of attorney shall be valid with respect to
each Reporting Person from the date hereof until revoked by such Reporting
Person. This instrument may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed this
instrument as of March 28, 2000.
ANDLINGER CAPITAL XXVI LLC
By: /s/ Stephen A. Magida
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Name: Stephen A. Magida
Title: Manager
GERHARD R. ANDLINGER
/s/ Gerhard R. Andlinger
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STEPHEN A. MAGIDA
/s/ Stephen A. Magida
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MERRICK G. ANDLINGER
/s/ Merrick G. Andlinger
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ROBERT M. CASTELLO
/s/ Robert M. Castello
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MARK F. CALLAGHAN
/s/ Mark F. Callaghan
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David R. Smith
/s/ David R. Smith
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