EXHIBIT 24.1

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below, being a member of the Board of Directors of Good Guys,
Inc. (the "Company"), hereby constitutes and appoints Peter G. Hanelt and David
A. Carter, 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 fiscal year ended February 28, 2003, 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 10, 2003

/s/  Russell M. Solomon                              /s/ John E. Martin
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Russell M. Solomon                                   John E. Martin

/s/Thomas F. Herman                                  /s/ Cathy A. Stauffer
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Thomas F. Herman                                     Cathy A. Stauffer