EXHIBIT 24.1

POWER OF ATTORNEY

The  undersigned  hereby  appoints  Haseeb  Chaudhry,  in his  capacity as Chief
Executive  Officer of Alpha Innotech Corp. (the  "Company"),  Darryl Ray, in his
capacity as acting Chief Financial  Officer and Chief  Operating  Officer of the
Company,  and either of them with full power of substitution or their respective
successors  in  any  such  offices,   as  the  undersigned's   true  and  lawful
attorney-in-fact to:

         1.    complete  and  execute  Forms 3, 4 and 5 and other  forms and all
               amendments thereto as such  attorney-in-fact  shall in his or her
               discretion  determine  to be  required or  advisable  pursuant to
               Section 16 of the  Securities  Exchange  Act of 1934 (as amended)
               and the  rules and  regulations  promulgated  thereunder,  or any
               successor  laws  and   regulations,   as  a  consequence  of  the
               undersigned's ownership, acquisition or disposition of securities
               of the Company; and

         2.    do all  acts  necessary  in  order to file  such  forms  with the
               Securities and Exchange  Commission,  any securities  exchange or
               national association, the Company and such other person or agency
               as the attorney-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and
agents  shall  do  or  cause  to be  done  by  virtue  hereof.  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 Securities Exchange Act of 1934 (as amended).

This  Power of  Attorney  shall  remain  in full  force  and  effect  until  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,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
Company and the foregoing attorneys-in-fact.

IN WITNESS  WHEREOF,  the  undersigned  has caused  this Power of Attorney to be
executed as of this __th day of November, 2005.



Signature:  /s/ James H. Chamberlain
          ----------------------------------------------------

Print Name:     James H. Chamberlain
           ---------------------------------------------------