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EXHIBIT 24.2
POWER OF ATTORNEY
I, the undersigned director of iNTELEFILM Corporation, hereby
constitute and appoint Christopher T. Dahl, James G. Gilbertson and Jill J.
Theis, or any of them, my true and lawful attorneys and agents (with full power
of substitution and resubstitution in each case) to execute in my name, place
and stead any and all amendments to this registration statement and all
instruments necessary or advisable in connection therewith and to file the same
with the Securities and Exchange Commission, said attorneys and agents to have
power to act and to have full power and authority to do and perform in my name
and on my behalf every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as I might or could do in
person and I hereby ratify and confirm my signature as it may be signed by my
said attorneys and agents to any and all such amendments and instruments.
/s/ William H. Spell Director October 27, 2000
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William H. Spell
