POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitute and
appoint Michael Marino, with full power of substitution, the undersigneds' true
and lawful attorney-in-fact to:

         (1)          execute for and on behalf of the undersigned, in the
                      undersigneds' capacities as stockholders of Douglas
                      Dynamics, Inc. (the "Company"), and with respect to
                      securities of the Company beneficially owned by the
                      undersigned, Forms 3, 4, and 5 and any amendments thereto
                      in accordance with Section 16(a) of the Securities
                      Exchange Act of 1934 and the rules thereunder;

         (2)          do and perform any and all acts for and on behalf of the
                      undersigned  which may be  necessary or desirable to
                      complete and execute any such  filings,  complete and
                      execute any amendment or amendments  thereto,  and timely
                      file such form with the SEC and any stock exchange or
                      similar authority; and

         (3)          take any other action of any type whatsoever in connection
                      with the foregoing which, in the opinion of such
                      attorney-in-fact, may be of benefit to, in the best
                      interest of, or legally required by, the undersigned, it
                      being understood that the documents executed by such
                      attorney-in-fact on behalf of the undersigned pursuant to
                      this Power of Attorney shall be in such form and shall
                      contain such terms and conditions as such attorney-in-fact
                      may approve in such attorney-in-fact's discretion.

         The undersigned hereby grant to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledge that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigneds' responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

         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 or any amendments
thereto with respect to the undersigneds holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney
to be executed as of this 30th day of April 2010.

AURORA EQUITY PARTNERS II L.P.

By:      Aurora Capital Partners II L.P.,
         its general partner

By:      Aurora Advisors II LLC,
         its general partner

By:      /s/Timothy J. Hart
Name: Timothy J. Hart
Title: Vice President, Secretary and General Counsel

AURORA CAPITAL PARTNERS II L.P.

By:      Aurora Advisors II LLC,
         its general partner

By:      /s/Timothy J. Hart
Name: Timothy J. Hart
Title: Vice President, Secretary and General Counsel

AURORA ADVISORS II LLC

By:      /s/Timothy J. Hart
Name: Timothy J. Hart
Title: Vice President, Secretary and General Counsel

AURORA OVERSEAS EQUITY PARTNERS II, L.P.

By:      Aurora Overseas Capital Partners II, L.P.,
         its general partner

By:      Aurora Overseas Advisors II, LDC,
         its general partner

By:      /s/Timothy J. Hart
Name: Timothy J. Hart
Title: Vice President, Secretary and General Counsel

AURORA OVERSEAS CAPITAL PARTNERS II, L.P.

By:      Aurora Overseas Advisors II, LDC,
         its general partner


By:      /s/Timothy J. Hart
Name: Timothy J. Hart
Title: Vice President, Secretary and General Counsel

AURORA OVERSEAS ADVISORS II, LDC


By:     /s/Timothy J. Hart
Name: Timothy J. Hart
Title: Vice President, Secretary and General Counsel