EXHIBIT 24



                                POWER OF ATTORNEY
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     KNOW ALL MEN BY THESE  PRESENTS,  that I, George E.  Foreman III, do hereby
make,  constitute,  designate and appoint each of Robert E. Wolin and Richard G.
Thorpe as my true and lawful  Attorney-in-Fact,  for me and in my name and on my
behalf generally:

          1.   To execute and file any and all documents required to be filed by
               me with the United  States  Securities  and  Exchange  Commission
               ("SEC"),  including,  without limitation,  Form ID, Forms 3, 4, 5
               and 144 and Schedules 13D and 13G and all amendments thereto;

          2.   To do and  perform  any and all acts  which may be  necessary  or
               desirable to prepare,  complete and execute such forms, schedules
               or amendments,  and timely deliver and file such forms, schedules
               or  amendments  with the SEC and any stock  exchange  or  similar
               authority; and

          3.   To take any other  action of any type  whatsoever  in  connection
               with   the   foregoing    which,   in   the   opinion   of   such
               attorney-in-fact,  may be of benefit to, in the best interest of,
               or  legally  required  by,  me,  it  being  understood  that  the
               documents executed by such attorney-in-fact on my behalf pursuant
               to this Power of Attorney shall be in such form and shall contain
               such terms and conditions as such attorney-in-fact may approve in
               such attorney-in-fact's discretion.

I hereby grant to each such  attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite,  necessary,  or proper
to be done in the exercise of any of the rights and powers  herein  granted,  as
fully to all  intents and  purposes  as I might or could do if I was  personally
present,  with full power of  substitution or revocation,  hereby  ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

I acknowledge that the foregoing attorneys-in-fact,  in serving in such capacity
at my request,  are not assuming nor  relieving  any of my  responsibilities  to
comply  with  Section  16 of the  Securities  Exchange  Act of 1934,  as amended
("Exchange Act").

I also  acknowledge that the foregoing  attorneys-in-fact  do not assume (i) any
liability for my  responsibility to comply with the requirements of the Exchange
Act,  (ii) any  liability  for my failure to comply with such  requirements,  or
(iii) any of my obligations or liabilities for profit disgorgement under Section
16(b) of the Exchange Act.




This Power of Attorney shall be effective  immediately  upon execution and shall
be  revoked  by my  giving to such  attorney-in-fact  acting  hereunder  written
notification  of the  revocation,  which notice shall not be considered  binding
unless actually received.

I hereby  declare  that  this  Power of  Attorney  shall not be  affected  by my
disability or incapacity  and that as against me and all persons  claiming under
me, everything which my  attorney-in-fact  shall do or cause to be done shall be
valid and effectual in favor of any person claiming a benefit  thereunder,  who,
before  the doing  thereof,  shall not have had  notice  of  revocation  of this
instrument.

IN WITNESS  WHEREOF,  I have caused  this Power of Attorney to be executed  this
18th day of August, 2005.



WITNESS:                                      GRANTOR:


/s/ Viviana Wilson                            /s/ George E. Foreman III
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                                              Name: George E. Foreman III

















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