POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ Norman I. Botwinik




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ Stanley Harfenist




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ Andrew N. Heine




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ Aaron I. Fleischman




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ Elwood A. Rickless




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ John L. Schroeder




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ Robert D. Siff




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ Robert A. Stanger




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of November, 1995.



                                      __________________________________
                                      /s/ C.H. Symington, Jr.




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ Edwin Tornberg




                         POWER OF ATTORNEY

                              Form S-3


      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned Form S-3 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 the
           execution of any such Form S-3 and the timely filing of such form
           with the United States Securities and Exchange Commission and any
           other 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 his discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact 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 his 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 acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of November, 1993.



                                      __________________________________
                                      /s/ Claire Tow