Torque Engineering Corp – ‘S-8’ on 2/28/02 – EX-24

On:  Thursday, 2/28/02   ·   Effective:  2/28/02   ·   Accession #:  898432-2-160   ·   File #:  333-83528

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     33K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Exhibit 5.1                                            1      7K 
 3: EX-23       (Exhibit 23.2)                                         1      8K 
 4: EX-24       Exhibit 24.1                                           1      5K 
 5: EX-99       Exhibit 99.1 Consulting Agreement                      3     17K 

EX-24   —   Exhibit 24.1

EXHIBIT 24.1  

 POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Richard D. Wedel,  his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.