CONFIRMING STATEMENT







     This Statement confirms that the undersigned, Talton Embry,



has authorized and designated each of Andrea D. Kantor and Lydia



M. DeSantis to execute and file on the undersigned's behalf all



Forms 3, 4 and 5 (including any amendment thereto) that the



undersigned may be required to file with the U.S. Securities and



Exchange Commission as a result of the undersigned's ownership of



or transactions in securities of National Patent Development



Corporation.  The authority of each of Andrea D. Kantor and Lydia



M. DeSantis under this Statement shall continue until the



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



regard to the undersigned's ownership of or transactions in



securities of National Patent Development Corporation unless



earlier revoked in writing.  The undersigned acknowledges that



each of Andrea D. Kantor and Lydia M. DeSantis is not assuming



any of the undersigned's responsibilities to comply with Section



16 of the Securities Act of 1934.











                    ___________________________________

                              Talton Embry





Dated:  August 5, 2004