Exhibit 3

POWER OF ATTORNEY

THE LION FUND LIMITED

KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints S. Nicholas Walker and Andrew C. Walker, and each of them, any of whom may act without joinder of the others, its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for it and in its name, place, and stead, in any and all capacities, to sign and file one or more Schedules 13G, and amendments thereto, reporting on the undersigned’s beneficial ownership of securities of BPW Acquisition Corp., pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as it might or could do, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by BPW Acquisition Corp., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

Dated: March 16, 2010


	THE LION FUND LIMITED
	By:	York Asset Management Limited,
		Investment Manager

	By:	/s/ S. Nicholas Walker
		S. Nicholas Walker,
		Managing Director

LION FUND LTD SC 13G