EX-24 5 ex24-1.txt EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY WHEREAS, the undersigned officers and directors of Vital Signs, Inc. (the "Corporation") desire to authorize Terence D. Wall, Herbert Javer and Jay J. Sturm, to act as their attorneys-in-fact and agents, for the purpose of executing and filing the corporation's Annual Report on Form 10-K for the year ended September 30, 2001, including all amendments thereto, NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terence D. Wall, Herbert Javer and Jay J. Sturm and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign the Corporation's Annual Report on Form 10-K for the year ended September 30, 2001, including any and all amendments thereto, 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 and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have executed this power of attorney in the following capacities on this 19th day of December, 2001 SIGNATURE TITLE President, Chief Executive Officer and Director ------------------------ Terence D. Wall Director ------------------------ David J. Bershad Director ------------------------ Anthony J. Dimun Director ------------------------ Stuart M. Essig Director ------------------------ E. David Hetz Director ------------------------ Joseph J. Thomas Executive Vice President, Sales and Director ------------------------ Barry Wicker 31