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 Gordon M. Steel,
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 16, 1998
- ----------------------------
  (Bernard V. Vonderschmitt)                                                   


 /s/  Willem P. Roelandts       Chief Executive Officer, President (Principal)   June 16, 1998
- ------------------------        Executive Officer) and Director 
(Willem P. Roelandts)           
                                

 /s/  Gordon M. Steel           Senior Vice President, Finance and Chief         June 16, 1998
- ----------------------          Financial Officer (Principal Accounting and 
 (Gordon M. Steel)              Financial Officer)
 

 /s/ Philip T. Gianos           Director                                         June 16, 1998
- ----------------------
 (Philip T. Gianos)


 /s/ John L. Doyle              Director                                         June 16, 1998
- ------------------
 (John L. Doyle)


 /s/ William G. Howard, Jr.     Director                                         June 16, 1998
- --------------------------
 (William G. Howard, Jr.)