EXHIBIT 24.2

                              POWER OF ATTORNEY

     The undersigned, Jonathan P. May, hereby constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for himself and in his name, place and stead,
in any and all capacities, to sign any or all amendments to the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission on
May 17, 1999 (File Nos. 333-78625; 333-78625-01 through 333-78625-028) and to
file the same with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange 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 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 either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.


                                           /s/ Jonathan P. May
                                           -----------------------------
                                           Jonathan P. May


Date: September 29, 1999