EX-24.1 4 b401265ex_24-1.txt POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY WHEREAS, the undersigned officers and directors of Wilshire Enterprises, Inc. (the "Company") desire to authorize S. Wilzig Izak to act as their attorneys-in-fact and agents, for the purpose of executing and filing a Registration Statement on Form S-8, including all amendments thereto, NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sherry Wilzig Izak his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign a Registration Statement on Form S-8 registering with the Securities and Exchange Commission an aggregate of 750,000 shares of Common Stock issuable pursuant to the Company's 2004 Stock Option and Incentive Plan and the Company's 2004 Non- Employee Director Stock Option Plan, including any and all amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have executed this power of attorney in the following capacities as of the 16th day of June, 2004. SIGNATURES TITLE /s/ S. Wilzig Izak ------------------ S. Wilzig Izak Chairman of the Board (Chief Executive Officer) /s/ Miles Berger ---------------- Miles Berger Director /s/ Milton Donnenberg --------------------- Milton Donnenberg Director /s/ Eric J. Schmertz, Esq. -------------------------- Eric J. Schmertz, Esq. Director /s/ Ernest Wachtel ------------------ Ernest Wachtel Director /s/ W. Martin Willschick ------------------------ W. Martin Willschick Director /s/ Philip Kupperman --------------------- Philip Kupperman President and Chief Financial Officer II-7 EXHIBIT 24.1 CONTINUED POWER OF ATTORNEY WHEREAS, the undersigned officers and directors of Wilshire Enterprises, Inc. (the "Company") desire to authorize S. Wilzig Izak to act as their attorneys-in-fact and agents, for the purpose of executing and filing a Registration Statement on Form S-8, including all amendments thereto, NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sherry Wilzig Izak his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign a Registration Statement on Form S-8 registering with the Securities and Exchange Commission an aggregate of 750,000 shares of Common Stock issuable pursuant to the Company's 2004 Stock Option and Incentive Plan and the Company's 2004 Non- Employee Director Stock Option Plan, including any and all amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have executed this power of attorney in the following capacities as of the 1st day of July, 2004. SIGNATURES TITLE /s/ Seth Ugelow ---------------- Seth Ugelow Chief Financial Officer II-8