KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Steven G. Mihaylo and Kurt R. Kneip,  jointly and
severally, his attorneys-in-fact,  each with the power of substitution,  for him
in any and all  capacities,  to sign any amendments to this Report on Form 10-K,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant in the capacities and on the dates indicated.

         Signature                        Title                        Date
         ---------                        -----                        ----

/s/ Steven G.  Mihaylo             Chairman and Chief             March 15, 2000
- -------------------------          Executive Officer
Steven G.  Mihaylo

/s/ Kurt R.  Kneip                 Vice President and             March 15, 2000
- -------------------------          Chief Financial Officer
Kurt R.  Kneip

/s/ J.  Robert Anderson            Director                       March 15, 2000
- -------------------------
J.  Robert Anderson

/s/ Jerry W.  Chapman              Director                       March 15, 2000
- -------------------------
Jerry W.  Chapman

/s/ Gary D.  Edens                 Director                       March 15, 2000
- -------------------------
Gary D.  Edens

/s/ Maurice H.  Esperseth          Director                       March 15, 2000
- -------------------------
Maurice H.  Esperseth

/s/ C.  Roland Haden               Director                       March 15, 2000
- -------------------------
C.  Roland Haden