Exhibit 24.1

                               POWER OF ATTORNEY

     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 19, 2003
- --------------------------    Executive Officer
Steven G. Mihaylo

/s/ Kurt R. Kneip             Vice President and                  March 19, 2003
- --------------------------    Chief Financial Officer
Kurt R. Kneip

/s/ J. Robert Anderson        Director                            March 19, 2003
- --------------------------
J. Robert Anderson

/s/ Jerry W. Chapman          Director                            March 19, 2003
- --------------------------
Jerry W. Chapman

/s/ Gary D. Edens             Director                            March 19, 2003
- --------------------------
Gary D. Edens

/s/ C. Roland Haden           Director                            March 19, 2003
- --------------------------
C. Roland Haden