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                                  EXHIBIT 24.1

                               POWER OF ATTORNEY.

               KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons
whose signature appears below, being a member of the Board of Directors of The
Good Guys, Inc. (the "Company"), hereby constitutes and appoints Ronald A.
Unkefer and Robert A. Stoffregen, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for and in his name, place and stead, in any and all capacities, to sign on his
behalf the Company's ANNUAL REPORT ON FORM 10-K for the five-month transition
period ended February 28, 2001, and to execute any amendments thereto, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, with the full power and
authority to do and perform each and every act and thing necessary or advisable
to be done in connection therewith, as fully to 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 substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

               This power of attorney may be executed in any number of
counterparts.

DATED:  April 11, 2001




/s/ Stanley R. Baker                        /s/ Russell M. Solomon
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Stanley R. Baker                             Russell M. Solomon


/s/ Joseph P. Clayton                       /s/ John E. Martin
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Joseph P. Clayton                           John E. Martin


/s/ Joseph M. Schell                        /s/ Gary M. Lawrence
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Joseph M. Schell                            Gary M. Lawrence


/s/ Kenneth R. Weller
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Kenneth R. Weller