EX-24. 2 rrd344410_389394.htm POWER OF ATTORNEY rrd344410_389394.html

                                 AUTHORIZATION LETTER

June 5, 2013


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Attn:  Filing Desk


To Whom It May Concern:


By means of this letter I authorize Timothy Oakes, Paul McNeice or James Burke or
any of them individually, to sign on my behalf all forms required under Section 16
(a) of the Securities Exchange Act of 1934, as amended, relating to transactions
involving the stock or derivative securities of Edgewater Technology, Inc. (the
"Company").  Any of these individuals is accordingly authorized to sign any Form 3,
Form 4, Form 5 or amendment thereto which I am required to file with the same effect
as if I had signed them myself.

This authorization shall remain in effect until revoked in writing by me.

Yours truly,


/s/ Daniel O'Connell
---------------------------
Daniel O'Connell






                                     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/ Daniel O'Connell
                                         --------------------------
                                          Daniel O'Connell