EX-24 2 attach_1.htm
Limited Power of Attorney

For

Section 16(a) Filings



      Know all by these presents, that the undersigned hereby, constitutes and

appoints each of Richard F. Becker, Jr. and David L. Brown, signing singly, the

undersigned?s true and lawful attorney-in-fact to:



(1) Execute for and on behalf of the undersigned, in the undersigned's capacity

as an officer, director and/or stockholder of National Dentex Corporation (the

"Company"), Forms 3, 4 and 5 and amendments thereto in accordance with Section

16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



(2) Do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form 3, 4 or 5

oramendment thereto and timely file such form with the United States Securities

and Exchange Commission (the "SEC") and any stock exchange or similar

authority;and





(3) Take any other action of any type whatsoever which, in the opinion of such

attorney-in-fact, may be necessary or desirable in connection with the

foregoing authority, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned 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.



The undersigned hereby grants 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 the undersigned

might or could do if 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.  The undersigned acknowledges that the foregoing attorneys-in

-fact, in serving in such capacity at the request of the undersigned, are not

assuming,nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of

1934, as amended.



 This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 and 5 with respect to the

undersigned's holdings of and transaction in securities of the Company, unless

earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorneys-in-fact.  This Power of Attorney may be filed with the SEC

as a confirming statement of the authority granted herein.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 14th day of April, 2003.





      Jack R. Crosby

      Reporting Person





      /s/ Jack R. Crosby

      Signature