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                                                                      EXHIBIT 24


                               POWER OF ATTORNEY

   
         The undersigned hereby constitutes and appoints Edward W. Laves his
true and lawful attorney-in-fact and agent, with full power of substitution, to
sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-3 (File No. 333-56601)(including registration statements related thereto filed
pursuant to Rule 462(b) under the Securities Act of 1933, and all amendments
thereto) and to file the same, with all exhibits thereto and any other documents
in connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, 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 and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming each
act that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue thereof.
    


   
                                                   By: /s/ KENNETH WOLF
                                                       ---------------------
                                                           Kenneth Wolf
    
                                                   
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                               POWER OF ATTORNEY

         The undersigned hereby constitutes and appoints Edward W. Laves his
true and lawful attorney-in-fact and agent, with full power of substitution, to
sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-3 (File No. 333-56601)(including registration statements related thereto filed
pursuant to Rule 462(b) under the Securities Act of 1933, and all amendments
thereto) and to file the same, with all exhibits thereto and any other documents
in connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, 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 and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming each
act that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue thereof.


                                                   By: /s/ HOWARD S. HOFFMANN
                                                       ----------------------
                                                           Howard S. Hoffmann