EXHIBIT 24.1

                                POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Willem P. Roelandts and Kris Chellam, jointly and
severally,  his  attorneys-in-fact, each with the power of substitution, for him
in  any  and all capacities, to sign any amendments to this Report on Form 10-K,
and  to  file  the same, with exhibits thereto and other documents in connection
therewith,  with  the  Securities  and Exchange Commission, hereby ratifying and
confirming  all  that  each  of  said  attorneys-in-fact,  or  his substitute or
substitutes,  may  do  or  cause  to  be  done  by  virtue  hereof.

Pursuant  to the requirements of the Securities Exchange Act of 1934 this Report
on  Form  10-K  has  been signed below by the following persons on behalf of the
Registrant  in  the  capacities  and  on  the  dates  indicated.




                                                                                             
Signature                   Title                                                                  Date
- --------------------------  ---------------------------------------------------------------------  ------------


/s/Bernard V. Vonderschmitt Chairman of the Board                                                  June 1, 2000
(Bernard V. Vonderschmitt)

/s/Willem P. Roelandts      President and Chief Executive Officer (Principal Executive Officer)    June 1, 2000
(Willem P. Roelandts)

/s/Kris Chellam             Senior Vice President, Finance and Chief                               June 1, 2000
(Kris Chellam)              Financial Officer (Principal Accounting and
                            Financial Officer)

/s/John L. Doyle            Director                                                               June 1, 2000
(John L. Doyle)


/s/Jerald G. Fishman        Director                                                               June 1, 2000
(Jerald G. Fishman)


/s/Philip T. Gianos         Director                                                               June 1, 2000
(Philip T. Gianos)


/s/William G. Howard, Jr.   Director                                                               June 1, 2000
(William G. Howard, Jr.)


/s/Frank Sanda              Director                                                               June 1, 2000
(Frank Sanda)