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                                                                 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 26th day of February, 1997.


                                       /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 26th day of February,
1997.


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

      3/15/97