Exhibit 24

         POWER OF  ATTORNEY  KNOW ALL MEN BY THESE  PRESENTS,  that each  person
         whose  signature  appears  below  constitutes  and  appoints  Steven
         Wise his attorney-in-fact,  each with the power of substitution,  for
         him in any and all capacities, to sign any and all amendments to this
         registration statement (including post-effective amendments),  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 or necessary to be done in and about the premises, as
         fully to all intents and purposes as he 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 substitute or  substitutes  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 and on the dates indicated.

                                   Signatures

                                   By:/s/ Steven Wise
                                          Steven Wise
                                          Chairman of the Board
                                          Chief Executive Officer
                                          President