EXHIBIT 24.1


                                POWER OF ATTORNEY

     Know All Men By These Presents,  that each person whose  signature  appears
below   constitutes   and   appoints   Craig  Barrie  as  his  true  and  lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments, including any post-effective amendments, to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and 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  attorney-in-fact  and
agents,  or their  substitutes,  may  lawfully  do or cause to be done by virtue
hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated:

    Signature                          Title                              Date


    Craig Barrie               Chairman of the Board            August 13, 1999
- ---------------------------    and President (Principal
   (Craig Barrie               Executive Officer)


    Berton Lorow               Vice President and               August 13,1999
- ---------------------------    Director
   (Berton Lorow)


   Adam C. Schild              Secretary and                    August 13, 1999
- ---------------------------    Director
  (Adam C. Schild)


   Penny Adams Field           Principal Financial              August 13, 1999
- ---------------------------    Officer
  (Penny Adams Field)