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
- -----------------------------------          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