Exhibit 24

     POWER OF ATTORNEY  KNOW ALL MEN BY THESE  PRESENTS,  that each person whose
signature  appears  below  constitutes  and appoints  Steven Wise and Bernard F.
Lillis,  Jr.,  or any of them,  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
                                      Chief Executive Officer
                                      Director


                                   By:/s/ Bernard F. Lillis, Jr.
                                      Bernard F. Lillis, Jr.
                                      Chief Financial Officer
                                      Director


                                   By:/s/ Scott G. Halperin
                                      Scott G. Halperin
                                      Chairman of the Board


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