POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints, jointly and severally,  Thomas V. Geimer
and Harry J. Fleury,  and each of them,  attorneys-in-fact  for the undersigned,
each  with  the  power  of  substitution,  for the  undersigned,  in any and all
capacities,  to sign  any  and all  amendments  to this  Registration  Statement
(including  post-effective  amendments),  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  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                Title                                      Date


/s/ Harry J. Fleury          President                                   9/19/96
- --------------------------
Harry J. Fleury


/s/ Thomas V. Geimer         Director, Principal Executive Officer,      9/19/96
- ---------------------------  Principal Financial Officer, and
Thomas V. Geimer             Principal Accounting Officer

/s/ David C. Wilhelm         Director                                    9/19/96
- ---------------------------
David C. Wilhelm


/s/ A. Alexander Arnold II   Director                                    9/19/96
- ---------------------------
A. Alexander Arnold III