Pacific Wine Partners LLC, et al. – ‘S-3/A’ on 8/19/04 – EX-24.2

On:  Thursday, 8/19/04, at 5:15pm ET   ·   Accession #:  914760-4-144   ·   File #s:  333-110718, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Amendment No. 1                                       56    217K 
 2: EX-4        Form of Indenture                                     85    385K 
 3: EX-5        Opinion of McDermott Will & Emery LLP                  4±    23K 
 4: EX-12       Computation of Ratio to Earnings                       2±    19K 
 5: EX-23.3     Consent of Kpmg LLP                                    1     14K 
 6: EX-24.2     Additional Powers of Attorney                          4     26K 
 7: EX-25       Statement of Eligibility of Trustee on Form T-1        6     27K 

EX-24.2   —   Additional Powers of Attorney

EX-24.2
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                                                                    Exhibit 24.2

 ADDITIONAL POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the persons whose
signature appears below constitutes and appoints Thomas Summer and Thomas       
Roberts each of them, his or her true and lawful attorneys-in-fact and agents,  
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities (including his or her      
capacity as a director and/or officer of Allberry, Inc., BRL Hardy Investments  
(USA) Inc., BRL Hardy (USA) Inc., Canandaigua Wine Company, Inc., Cloud Peak    
Corporation, Franciscan Vineyards, Inc., M.J. Lewis Corp., Mt. Veeder           
Corporation, Nobilo Holdings, and/or Pacific Wine Partners LLC) to sign         
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 of      
Constellation Brands, Inc. (File No. 333-110718) (the "Registration Statement") 
and of the several subsidiary guarantors signatory thereto, any or all further  
amendments (including post-effective amendments and any registration statement  
filed pursuant to Rule 462(b)) to the 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                 
attorneys-in-fact and agents, and each of them, full power and authority to do  
and perform each and every act and thing requisite and necessary to be done in  
and about the premises, as fully to all intents and purposes as he might or     
could do in person, hereby ratifying and confirming all that said               
attorneys-in-fact and agents or any of them, or their or his or her substitute  
or substitutes, may lawfully do or cause to be done by virtue hereof.           

       IN WITNESS WHEREOF, each of the undersigned has subscribed his or her
name, this 19th day of August, 2004.                                            

BRL HARDY INVESTMENTS (USA) INC.:                                               
---------------------------------                                               

/s/ Perry Humphrey                        President                             
---------------------------                                                     
Perry Humphrey                                                                  

/s/ Thomas S. Summer                      Vice President and Treasurer          
---------------------------                                                     
Thomas S. Summer                                                                

/s/ Richard Sands                         Director                              
---------------------------                                                     
Richard Sands                                                                   

/s/ Robert Sands                          Director                              
---------------------------                                                     
Robert Sands                                                                    

BRL HARDY (USA) INC.:                                                           
---------------------                                                           

/s/ Benjamin M. Dollard                   President and Secretary               
---------------------------                                                     
Benjamin M. Dollard                                                             

/s/ Thomas S. Summer                      Vice President                        
---------------------------                                                     
Thomas S. Summer                                                                

/s/ Richard Sands                         Director                              
---------------------------                                                     
Richard Sands                                                                   

/s/ Robert Sands                          Director                              
---------------------------                                                     
Robert Sands                                                                    

EX-24.2
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NOBILO HOLDINGS:                                                                
----------------                                                                

/s/ Robert Sands                          Chief Executive Officer and a Director
---------------------------                                                     
Robert Sands                                                                    

/s/ Thomas S. Summer                      Chief Financial Officer and a Director
---------------------------                                                     
Thomas S. Summer                                                                

/s/ Paul Hetterich                        Director                              
---------------------------                                                     
Paul Hetterich                                                                  

/s/ Joseph Stanton                        Director                              
---------------------------                                                     
Joseph Stanton                                                                  

PACIFIC WINE PARTNERS LLC:                                                      
--------------------------                                                      

/s/ Jose Fernandez                        Chief Executive Officer               
---------------------------                                                     
Jose Fernandez                                                                  

/s/ Thomas S. Summer                      Vice President and Treasurer          
---------------------------                                                     
Thomas S. Summer                                                                

/s/ Richard Sands                         Director                              
---------------------------                                                     
Richard Sands                                                                   

/s/ Robert Sands                          Director                              
---------------------------                                                     
Robert Sands                                                                    

CANANDAIGUA WINE COMPANY, INC:                                                  
------------------------------                                                  

/s/ Jose Fernandez                        President and Chief Executive Officer 
---------------------------                                                     
Jose Fernandez                                                                  

FRANCISCAN VINEYARDS, INC.:                                                     
---------------------------                                                     

/s/ Jon Moramarco                         President and Chief Executive Officer 
Jon Moramarco                                                                   

CLOUD PEAK CORPORATION:                                                         
-----------------------                                                         

/s/ Jon Moramarco                         President and Chief Executive Officer 
---------------------------                                                     
Jon Moramarco                                                                   

EX-24.2
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ALLBERRY, INC.:                                                                 
---------------                                                                 

/s/ Jon Moramarco                         President and Chief Executive Officer 
---------------------------                                                     
Jon Moramarco                                                                   

M.J. LEWIS CORP.:                                                               

/s/ Jon Moramarco                         President                             
---------------------------                                                     
Jon Moramarco                                                                   

MT. VEEDER CORPORATION:                                                         
-----------------------                                                         

/s/ Jon Moramarco                         President                             
---------------------------                                                     
Jon Moramarco                                                                   

EX-24.2
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 ADDITIONAL POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the persons whose
signature appears below constitutes and appoints Thomas Summer and Thomas       
Roberts each of them, his or her true and lawful attorneys-in-fact and agents,  
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities (including his or her      
capacity as a director and/or officer of Constellation Trading Company, Inc.) to
sign Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 of 
Constellation Brands, Inc. (File No. 333-110718) (the "Registration Statement") 
and of the several subsidiary guarantors signatory thereto, any or all further  
amendments (including post-effective amendments and any registration statement  
filed pursuant to Rule 462(b)) to the 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                 
attorneys-in-fact and agents, and each of them, full power and authority to do  
and perform each and every act and thing requisite and necessary to be done in  
and about the premises, as fully to all intents and purposes as he might or     
could do in person, hereby ratifying and confirming all that said               
attorneys-in-fact and agents or any of them, or their or his or her substitute  
or substitutes, may lawfully do or cause to be done by virtue hereof.           

       IN WITNESS WHEREOF, each of the undersigned has subscribed his or her
name, this 19th day of August, 2004.                                            

CONSTELLATION TRADING COMPANY, INC.:                                            
------------------------------------                                            

/s/ Perry Humphrey                        President                             
---------------------------                                                     
Perry Humphrey                                                                  

/s/ Thomas S. Summer                      Vice President and Treasurer          
---------------------------                                                     
Thomas S. Summer                                                                

/s/ Richard Sands                         Director                              
---------------------------                                                     
Richard Sands                                                                   

/s/ Robert Sands                          Director                              
---------------------------                                                     
Robert Sands