Exhibit 24.9

                      SUN INTERNATIONAL MANAGEMENT LIMITED

                                POWER OF ATTORNEY

      The undersigned directors and/or officers, or both, of Sun International
Management Limited, a corporation organized and existing under the laws of the
British Virgin Islands ("SIML"), which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, a Registration Statement, hereby constitute and appoint
Charles D. Adamo, Howard B. Kerzner, John Allison and Kevin DeSanctis alone or
acting together, their true and lawful attorneys-in-fact and agents, and each of
them, with full power to act without the others, their true and lawful
attorneys-in-fact and agent, for them and in their names, place and stead, in
any and all capacities, to sign said Registration Statement, and any and all
amendments thereto (including any post-effective amendments), with power where
appropriate to affix the corporate seal of SIML thereto and to attest said seal,
and to file said Registration Statement and such amendments, with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the premises
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may pursuant to the requirements of the Securities Act of 1933, lawfully
do or cause to be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned have duly signed this Power of
Attorney in the capacities and on the dates indicated.


         Name             Title
         ----             -----

  /s/ Solomon Kerzner     Chairman of the Board of Directors and Chief
- ------------------------  Executive Officer (Principal Executive Officer)
    Solomon Kerzner      

  /s/ Howard Kerzner      Director (Principal Financial and Accounting Officer)
- ------------------------
    Howard Kerzner        

 /s/ Charles D. Adamo     Director
- ------------------------
   Charles D. Adamo       

   /s/ John Allison       Authorized Representative in the United States
- ------------------------
     John Allison


Date: November 25, 1997