EXHIBIT 24.2     
                               
                            POWER OF ATTORNEY     
   
  KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints each of John R. Klopp and Gary R. Garrabrant,
or any of them, each acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in his name, place and stead, in any and all capacities, in connection with
the Registrant's Registration Statement on Form S-1 under the Securities Act
of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of the
Registrant or on behalf of the undersigned as a trustee or officer of the
Registrant, and any and all amendments or supplements to the Registration
Statement, including any and all stickers and post-effective amendments to the
Registration Statement, and to sign any and all additional registration
statements relating to the same offering of securities as the Registration
Statement that are filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and any applicable securities exchange or securities self-regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, 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 attorneys-in-fact and agents, or their substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.     
 
   

             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
                                                             
       /s/ Jeffrey A. Altman                   Trustee             November 13, 1997
____________________________________
         Jeffrey A. Altman