EX-24.2 3 rrd344417_389410.htm POWER OF ATTORNEY rrd344417_389410.html

                                POWER OF ATTORNEY

     Know all by these presents that the undersigned hereby constitutes and
appoints each of Timothy Oakes, Paul McNeice and James Burke signing
individually, the undersigned's true and lawful attorneys-in fact and agents to:

     (1) execute for and on behalf of the undersigned, an officer, director or
  holder of 10% of more of a registered class of securities of Edgewater
  Technology, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section
  16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
  and the rules thereunder;

     (2) do and perform any and all acts for and on behalf of the undersigned
  that may be necessary or desirable to complete and execute such
  Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and
  timely file such forms or amendments with the United States Securities and
  Exchange Commission and any stock exchange or similar authority; and

     (3) take any other action of any nature whatsoever in connection with the
  foregoing which, in the opinion of such attorney-in-fact, may be of benefit,
  in the best interest of, or legally required by, the undersigned, 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
  in such attorney-in-fact's discretion.

     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 Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions
in securities issued by the Company, (b) revocation by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact shall no longer be
employed by the Company.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 5th day of June, 2013.

                                        /s/ Michael Loeb
                                        -----------------------------------
                                        Michael Loeb