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 23, 1998
- ---------------------        Executive Officer
Steven G. Mihaylo         

/S/ Kurt R. Kneip            Vice President and                 March 23, 1998
- ---------------------        Chief Financial Officer
Kurt R. Kneip                

/S/ J. Robert Anderson       Director                           March 23, 1998
- ---------------------
J. Robert Anderson

/S/ Gary D. Edens            Director                           March 23, 1998
- ---------------------
Gary D. Edens

/S/ Maurice H. Esperseth     Director                           March 23, 1998
- ------------------------
Maurice H. Esperseth

/S/ C. Roland Haden          Director                           March 23, 1998
- ---------------------
C. Roland Haden

/S/ Norman Stout             Director                           March 23, 1998
- ---------------------
Norman Stout