Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of MFRI, INC., a Delaware corporation (the "Company"), does hereby constitute and appoint DAVID UNGER, BRADLEY E. MAUTNER AND MICHAEL D. BENNETT with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys to execute, file or deliver any and all instruments and to do all acts and things which said attorneys and agents deem advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements or regulations of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Securities Act of 1,500,000 shares of common stock of the Company on Form S-3, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his name as a director or officer or both, of the Company, as indicated below his signature, to the registration statement, and any amendment, post-effective amendment, supplement or papers supplemental thereto, to be filed with respect to said shares of common stock; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof. Validity of this Power of Attorney will not be affected by failure to acknowledge, witness or seal it.
This Power of Attorney may be executed in two or more counterparts, each of which shall be original and off of which shall constitute one and the same instrument.
| [signatures on following page] |
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents on the date set forth below opposite his name and title.
Signature Title Date
/s/ David Unger | Director, Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive Officer)
| December 13, 2006 |
David Unger | ||
/s/ Bradley E. Mautner | Director, President and Chief Operating Officer | December 15, 2006 |
Bradley E. Mautner
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/s/ Henry M. Mautner | Director and Vice Chairman of the Board of Directors | December 13, 2006 |
Henry M. Mautner
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/s/ Arnold F. Brookstone | Director | December 14, 2006 |
Arnold F. Brookstone
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/s/ Dennis Kessler | Director | December 13, 2006 |
Dennis Kessler
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/s/ Eugene Miller | Director | December 14, 2006 |
Eugene Miller
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/s/ Stephen B. Schwartz | Director | December 13, 2006 |
Stephen B. Schwartz
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/s/ Michael D. Bennett | Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)
| December 12, 2006 |
Michael D. Bennett
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