Technical Consumer Products Inc – IPO: ‘S-1/A’ on 1/25/02 – EX-24.2

On:  Friday, 1/25/02   ·   Accession #:  950152-2-489   ·   File #:  333-71726

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Technical Consumer Products, Inc. Amd #2 S-1/A       100    506K 
 2: EX-4.1      EX-4.1 Specimen Certificate of Common Shares           2     10K 
 3: EX-10.1     EX-10.1 Manufacturing and Supply Agreement            21     92K 
 4: EX-10.2     EX-10.2 Technology License Agreement                  18     69K 
 7: EX-10.20    EX-10.20 Credit and Security Agreement (Amd #4)        9     29K 
 5: EX-10.4     EX-10.4 Non-Qualified Stock Option Agreement           8     33K 
 6: EX-10.6     EX-10.6 Tax Indemnification Agreement                  9     40K 
 8: EX-16.1     EX-16.1 Letter of Grant Thorton                        2     13K 
 9: EX-23.1     EX-23.1 Auditor's Consent - Pricewaterhouse            1      6K 
10: EX-24.2     EX-24.2 Power of Attorney                              2     10K 

EX-24.2   —   EX-24.2 Power of Attorney

EX-24.2
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                                                                    Exhibit 24.2

 TECHNICAL CONSUMER PRODUCTS, INC.

 OFFICER'S CERTIFICATE

 I, Matthew G. Lyon, Vice President - Finance and Operations and
Treasurer of Technical Consumer Products, Inc., a Delaware corporation (the     
"Company"), hereby certify that the following resolutions of the Board of       
Directors of the Company were duly adopted by unanimous written consent in lieu 
of a meeting, effective as of October 16, 2001:                                 

                "RESOLVED, that Ellis Yan of the Company, Matthew G. Lyon of
       the Company, and Christopher M. Kelly be, and each of them hereby is,
        appointed as the attorney-in-fact or attorneys-in-fact of the Company,
      and each officer of the Company and any director who may execute the
  Registration Statement or any supplement or amendment thereto or
       document in connection therewith (whether on behalf of the Company or
       as an officer or director thereof, or otherwise) is hereby authorized
     to execute a power of attorney appointing such persons, and each of
them, his or her true and lawful attorney, with full power of 
         substitution or resubstitution, for and in the name, place and stead in
        any such capacity of the Company, to sign and file with the Commission
        under the Securities Act one or more Registration Statement(s) on Form
         S-1 relating to the registration of the offering for sale of the Common
      Stock of the Company with any and all supplements and amendments and
  exhibits thereto, including any pre-effective and post-effective
  amendments (including those filed pursuant to Rule 462 under the
Securities Act) or supplements; to sign and file any and all  
   applications and other documents to be filed with the Commission,
       including, without limitation, any Registration Statement on Form 8-A
     to register the Common Stock under the Exchange Act and any and all
     documents required to be filed with any state securities regulating
    commission or authority pertaining to such Common Stock registered
         pursuant to the Registration Statement(s) on Form S-1, with any and all
       amendments, supplements and exhibits thereto and to sign and file any
   application(s) required by Nasdaq for listing of the Common Stock
       thereon with any and all amendments, supplements and exhibits thereto
      with full power and authority to do and perform any and all acts and
       things whatsoever that any of said attorneys or their substitutes may
deem necessary, advisable or appropriate, in his or their sole
  discretion, with any such act or thing being hereby ratified and
      approved in all respects without any further act or deed whatsoever;

             FURTHER RESOLVED, that any of the officers of the Company
       hereby are authorized, for and on behalf of the Company, to execute a
power of attorney evidencing the foregoing appointment; and   

                  FURTHER RESOLVED, that the form of Power of Attorney presented
 to this meeting is approved and ratified, and the directors and
       officers of the Company are, and each of them hereby is authorized to
execute and deliver the same in accordance with the preceding 
resolutions."                                                 

EX-24.2
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         IN WITNESS WHEREOF, I have hereunto signed my name as an officer of the
Company.                                                                        

Dated:  January 22, 2002                                                        

/s/ Matthew G. Lyon       
                      ------------------------------------------------
Name:    Matthew G. Lyon  
                      Title:   Vice President - Finance and Operations
     and Treasurer

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/25/02							None on these Dates
		1/22/02		2
		10/16/01		1
									List all Filings