EXHIBIT 24.1

                               POWER OF ATTORNEY

     The undersigned hereby constitutes and appoints William E. McGlashan, Jr.
and Michael J. Zukerman, and each of them individually, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
with full powers to each of them, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement in connection with the registration
under the Securities Act of 1933, of securities of the registrant, and to file
or cause to be filed the same, with exhibits thereto and other documents in
connection therewith, with the SEC, granting unto said attorney-in-fact and
agent, and each of them individually, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, lawfully do or cause to be done by virtue thereof, and hereby
ratifying and confirming all that said attorneys, and each of them, or their
substitute or substitutes, shall do or cause to be done by virtue of this Power
of Attorney.

                                                  /s/ Frost R. R. Prioleau
                                          --------------------------------------
                                                    Frost R. R. Prioleau

Date: March 4, 2004