**EXHIBIT 24.01**

 

**RWD TECHNOLOGIES,INC.**

**POWER OF ATTORNEY**

 

Know all menby these presents, that the undersigned directors and officers of RWDTechnologies, Inc., a Maryland corporation, constitute and appoint Dr. RobertW. Deutsch and Beth Marie Buck (with full power to each of them to act alone)as his or her true and lawful attorney-in-fact and agent, with full power ofsubstitution, for him or her and in his or her name, place and stead in any andall capacities to sign the Annual Report on Form 10-K and any or all amendmentsthereto and to file the same with all exhibits thereto and other documents inconnection therewith, with the Securities and Exchange Commission, grantingunto said attorneys-in-fact and agents or any of them, or their or his or her substituteor substitutes, full power and authority to do and perform each and every actand thing requisite and necessary to be done in and about the premises, asfully to all intents and purposes as he or she might or could do in person,thereby ratifying and confirming all that said attorneys-in-fact and agents orany of them, or their or his or her substitute or substitutes, may lawfully door cause to be done by virtue hereof.

 
| **Signature**                      |   | **Title**                                                               |   | **Date**       |
|------------------------------------|--------|-------------------------------------------------------------------------|--------|----------------|
|                               |   |                                                                    |   |           |
| /s/  Robert W. Deutsch        |   | Chairman of  the Board, Chief Executive Officer, President and Director |   | March 31, 2003 |
| Robert W.  Deutsch, Ph.D.          |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Beth Marie Buck          |   | Vice  President and Chief Financial Officer                             |   | March 31, 2003 |
| Beth Marie  Buck                   |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Kenneth J. Rebeck        |   | Senior Vice  President, Chief Knowledge Officer, and Director           |   | March 31, 2003 |
| Kenneth J.  Rebeck                 |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Daniel J. Slater         |   | President,  Performance Solutions and Director                          |   | March 31, 2003 |
| Daniel J.  Slater                  |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Dana M. Sohr             |   | President,  Enterprise Systems and Director                             |   | March 31, 2003 |
| Dana M. Sohr                       |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Jeffrey W. Wendel        |   | President,  Applied Technology Solutions and Director                   |   | March 31, 2003 |
| Jeffrey W.  Wendel                 |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Jane C. Brown            |   | Director                                                                |   | March 31, 2003 |
| Jane C.  Brown                     |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  James R. Kinney          |   | Director                                                                |   | March 31, 2003 |
| James R.  Kinney                   |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Jerry P. Malec           |   | Director                                                                |   | March 31, 2003 |
| Jerry P.  Malec                    |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Robert T. O’Connell |   | Director                                                                |   | March 31, 2003 |
| Robert T.  O’Connell          |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Robert M. Rubin          |   | Director                                                                |   | March 31, 2003 |
| Robert M.  Rubin                   |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  Henry Z Shelton, Jr.     |   | Director                                                                |   | March 31, 2003 |
| Henry Z  Shelton, Jr.              |   |                                                                    |   |           |
|                               |   |                                                                    |   |           |
| /s/  David Yager              |   | Director                                                                |   | March 31, 2003 |
| David Yager,  H.D.D.               |   |                                                                    |   |           |

 

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