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                                                                   EXHIBIT 24.B
                                                       3333 HOLDING CORPORATION 

                           3333 HOLDING CORPORATION

                               POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints J. Stephen Bilheimer
as the undersigned's true and lawful agent and attorney-in-fact (the
"Attorney-in-Fact"), with full power and authority in the name and on behalf of
the undersigned, in his capacity as a Director of 3333 Holding Corporation
(the "Company"), to execute and file with the Securities and Exchange
Commission the Company's Annual Report on Form 10-K for the Company's fiscal
year ended March 31, 1994, together with any and all amendments thereto.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days' written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of June, 1994.




                                                  /s/ Josiah O. Low, III 
                                                  Josiah O. Low, III 
                                                  Director 
                                                  3333 Holding Corporation
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                           3333 HOLDING CORPORATION

                               POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints J. Stephen Bilheimer
as the undersigned's true and lawful agent and attorney-in-fact (the
"Attorney-in-Fact"), with full power and authority in the name and on behalf of
the undersigned, in his capacity as a Director of 3333 Holding Corporation (the 
"Company"), to  execute and file with the Securities and Exchange Commission
the Company's Annual Report on Form 10-K for the Company's fiscal year ended
March 31, 1994, together with any and all amendments thereto.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days' written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of June, 1994.




                                                  /s/ David M. Sherer 
                                                  David M. Sherer
                                                  Director 
                                                  3333 Holding Corporation