POWER OF ATTORNEY

                             UPR CAPITAL COMPANY

     KNOW ALL MEN BY THESE PRESENTS, that JOSEPH A. LASALA, JR. JACK L.
MESSMAN, and MORRIS B. SMITH, Directors of UPR Capital Company, a Nova Scotia
Corporation (the "Corporation"), hereby appoints MARK L. JONES, acting as their
true and lawful attorney, with power to act without the other and full power of
substitution, to execute, deliver and file, for and on their behalf, and in
their name and in their capacity as Director, a Registration Statement on Form
S-8 (or other appropriate form) for filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and any other documents
in support thereof or supplemental or amendatory thereto, and any subsequent
registration statement filed by the Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, with respect to the issuance of debentures,
notes and other debt obligations, common stock, preferred stock, any convertible
securities, warrants or rights to purchase any of the foregoing, in an amount up
to $1,000,000,000 (or the equivalent in foreign denomination currency), of UPR
Capital Company or affiliate, hereby granting to such attorney full power and
authority to do and perform each and every act and thing whatsoever as such
attorney may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in their capacity
as Director, hereby ratifying and confirming all acts and things which such
attorney may do or cause to be done by virtue of this power of attorney.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of this 21st day of August, 1998.

                                    /s/ Joseph A. LaSala, Jr.
                                    ___________________________________________
                                    Joseph A. LaSala, Jr.

                                    /s/ Jack L. Messman
                                    ___________________________________________
                                    Jack L. Messman

                                    /s/ Morris B. Smith 
                                    ___________________________________________
                                    Morris B. Smith