EXHIBIT 24.1
                               POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
Frederic W. J. Birner as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Annual Report on Form 10-K,
and any amendments thereto, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, 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
agent, or substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.


By: /s/ James M. Ciccarelli            Date:  March 30, 1998
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    Name:  James M. Ciccarelli
    Title:  Director