1
                                                                 EXHIBIT 24.1


                               POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Mikel D. Faulkner, Bruce N. Huff or Larry E. Cummings, or any of them
(with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute, and file a Registration Statement on Form S-3 under the Securities Act
of 1933, as amended, and any or all amendments (including without limitation,
post-effective amendments and any amendment or amendments increasing the amount
of securities for which registration is being sought), with all exhibits and
any and all documents required to be filed with respect thereto, with the
Securities and Exchange Commission and/or any regulatory authority relating to
the registration of the Corporation's Common Stock,  $0.01 par value, 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 in order to effectuate the same,
as fully and to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

IN WITNESS WHEREOF, this Power of Attorney has been signed by the following
persons in the capacities indicated on the 5th day of December, 1994.



         NAME                                                             CAPACITIES
         ----                                                             -----------
                                                                 

                /S/                                                 Chairman of the Board, Director and
- ----------------------------------------------------                  Chief Executive Officer          
         Mikel D. Faulkner                                            (Principal Executive Officer)       
                                                                                                          
                                                                             


                /S/                                                 Senior Vice President and
- -----------------------------------------------------                 Chief Financial Officer                     
         Bruce N. Huff                                                (Principal Financial and Accounting Officer)       
                                                                                                                         
                                                                             


                /S/                                                 President and Director
- ------------------------------------------------------                                    
         Richard H. Schroeder



                /S/                                                 Director
- -------------------------------------------------------             
         Michael M. Ameen, Jr.

   2
POWER OF ATTORNEY
December 5, 1994
Page 2





                                                                 
                /S/                                                 Director
- ----------------------------------------------------                        
         Michael R. Eisenson



                /S/                                                 Director
- -----------------------------------------------------                       
         Talat M. Othman



                /S/                                                 Director
- ------------------------------------------------------                      
         Donald W. Raymond



                /S/                                                 Director
- -------------------------------------------------------                     
         Edwin C. Kettenbrink, Jr.