EXHIBIT 24.1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints H. Joseph Reiser, Jane M. Maida, or Donald F. Crane,
Jr., and each of them, as his or hers true and lawful attorneys-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 a registration
statement on Form S-3 with respect to registration with the Securities and
Exchange Commission of shares of the common stock $.01 par value of the Company,
and to sign any and all amendments (including post-effective amendments) and
supplements to such registration statement or any prospectus or prospectuses
included therein, and to file the same with the 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 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 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.


Name                         Signature                       Title
____                         _________                       _____

H. Joseph Reiser         /s/ H. Joseph Reiser     Chief Executive Officer and
                         -----------------------  President (Principal Executive
                                                  Officer and Director

Jane M. Maida           /s/ Jane M. Maida         Vice President--Finance and
                        ------------------------  Administration
                                                  (Principal Accounting Officer)

John E. Bagalay, Jr    /s/ John E. Bagalay, Jr.   Director
                       -------------------------

Ronald J. Brenner      /s/ Ronald J. Brenner      Director
                       -------------------------

Stephen K. Carter      /s/ Stephen K. Carter      Director
                       -------------------------

James A. Grigsby       /s/ James A. Grigsby       Director
                       -------------------------

Robert F. Hendrickson  /s/ Robert F. Hendrickson  Director
                       -------------------------

S. Leslie Misrock      /s/ S. Leslie Misrock      Director
                       -------------------------