EXHIBIT 24.9


                               POWER OF ATTORNEY


         THE UNDERSIGNED director of aaiPharma Inc. (the "Company") hereby
appoints William L. Ginna, Jr., Gregory S. Bentley, John P. Hogan and Albert N.
Cavagnaro and each of them singly, as the undersigned's lawful agent and
attorney-in-fact, with full power of substitution and resubstitution, for and
on behalf and in the name of the undersigned, to execute and file with the
Securities and Exchange Commission (the "Commission") registration statements
on Form S-4 pursuant to the Securities Act of 1933, as amended (the "Act"), or
other appropriate forms, for the purpose of registering up to $175,000,000 of
the Company's 11% Senior Subordinated Notes Due 2010 in an exchange offer for
all of the Company's $175,000,000 11% Senior Subordinated Notes Due 2010
currently outstanding, and any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and any and all
applications or other documents to be filed with the Commission or otherwise
pertaining to such registration statements or amendments, with full power and
authority to take or cause to be taken all other actions that in the judgment
of such appointed person(s) may be necessary or appropriate to effect the
registration under the Act of such shares and interests.

         EXECUTED on the 26th day of April, 2002.


                                    /s/ James L. Waters
                                    -------------------------------------------
                                    James L. Waters