Exhibit 24.1
POWER OF ATTORNEY
FACTORY 2-U STORES, INC.
S-8 REGISTRATION OF 1997 STOCK OPTION PLAN
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby constitute and appoint each of Michael M. Searles, Douglas C. Felderman
and Wm. Robert Wright II, with full power of substitution and resubstitution,
his true and lawful attorney-in-fact and agent to execute in his name any
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 relating to shares issuable under
the Factory 2-U Stores, Inc. 1997 Stock Option Plan, including without
limitation any and all amendments (including post-effective amendments) to any
such Registration Statement, and to file the same, with all exhibits thereto and
any other documents in connection therewith, with the Securities and Exchange
Commission. Each such attorney-in-fact and his substitutes shall have and may
exercise all powers to act hereunder. Each of the undersigned does hereby ratify
and confirm all that said attorney-in-fact and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name hereto
as of this 27th day of June, 2000.
/S/ MICHAEL M. SEARLES /S/ DOUGLAS C. FELDERMAN
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Michael M. Searles Douglas C. Felderman
/S/ PETER V. HANDAL /S/ IRA NEIMARK
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Peter V. Handal Ira Neimark
/S/ RONALD RASHKOW /S/ H. WHITNEY WAGNER
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Ronald Rashkow H. Whitney Wagner
/S/ WM. ROBERT WRIGHT II
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Wm. Robert Wright II
