1
                                                                 EXHIBIT 24(2)
                               POWER OF ATTORNEY


STATE OF  TEXAS        )
                       )  SS
COUNTY OF DALLAS       )



     KNOW ALL MEN BY THESE PRESENTS that Bradbury Dyer, III, having an address
at Paragon Associates, 500 Crescent Court, Dallas,  Texas 75201, has made,
constituted and appointed and BY THESE PRESENTS, does make, constitute and
appoint SHELI Z. ROSENBERG, having an address at Rosenberg & Liebentritt, Two
North Riverside Plaza, Chicago, Illinois 60606, his true and lawful
Attorney-in-Fact for him and in his name, place and stead to sign and execute
in any and all capacities this Annual Report on Form 10-K and any or all
amendments to this Annual Report on Form 10-K, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, giving and granting unto Sheli Z.
Rosenberg, said Attorney-in-Fact, 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 if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney-in-Fact or
her substitutes shall lawfully do or cause to be done by virtue hereof.

     This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.

     IN WITNESS WHEREOF, Bradbury Dyer, III, has hereunto set his hand
this 1st day of March,  1996.


                                        /s/ Bradbury Dyer, III
                                 -------------------------------------
                                            Bradbury Dyer, III
  


     I, Sheila Slayton, a Notary Public in and for said County in the State 
aforesaid, do hereby certify that Bradbury Dyer, III, personally known to me to
be the same person whose name is subscribed to the foregoing instrument
appeared before me this day in person and acknowledged that he signed and       
delivered said instrument as his own free and voluntary act for the uses and
purposes therein set forth.

     Given under my hand and notarial seal this 1st day of March,  1996.


                                        /s/ Sheila Slayton
                                 -------------------------------------
                                            (Notary Public)
My Commission Expires:

     3/15/97
- ---------------------