EXHIBIT 24.1


                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears  below  constitutes  and appoints  MURRY S. GERBER,  DAVID L.
PORGES and JOHANNA G.  O'LOUGHLIN,  and each of them, his or her true and lawful
attorneys-in-fact  and agents,  with full power of substitution  and revocation,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same with all exhibits  thereto,  and other  documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
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 he or she might or could do in  person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, or their or his or her  substitute,  may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on , 1999:


          Signature                                             Title

   /s/MURRY S. GERBER                                 President, Chief Executive
- ----------------------------------                    Officer and Director
      Murry S. Gerber

    /s/DAVID L. PORGES                                Chief Financial Officer
- ----------------------------------
       David L. Porges

     /s/JOHN BERGONZI                                 Controller and Chief
- -----------------------                               Accounting Officer
        John Bergonzi

    /s/PAUL CHRISTIANO
- ----------------------------------                    Director
       Paul Christiano

    /s/PHYLLIS A.DOMM
- ----------------------------------                    Director
       Phyllis A. Domm

 /s/E. LAWRENCE KEYES, JR,                            Director
- ----------------------------------
    E. Lawrence Keyes, Jr.

  /s/THOMAS A. MCCONOMY                               Director
- ----------------------------------
     Thomas A. McConomy

   /s/DONALD I. MORITZ                                Director
- ----------------------------------
      Donald I Moritz

    /s/GUY W. NICHOLS                                 Director
- ----------------------------------
      Guy W. Nichols

    /s/MALCOLM M. PRINE                               Director
- ----------------------------------
       Malcolm M. Prine

      /s/JAMES E. ROHR                                Director
- ----------------------------------
         James E. Rohr

     /s/DAVID S. SHAPIRA                              Director
- ----------------------------------
        David S. Shapira

     /s/J. MICHAEL TALBERT                            Director
- ----------------------------------
        J. Michael Talbert