Exhibit 24.12

                                 SUN COVE, LTD.

                                POWER OF ATTORNEY

      The undersigned directors and/or officers, or both, of Sun Cove Limited, a
Connecticut corporation ("Sun Cove"), 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 Sun Cove 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/ Howard Kerzner     Chairman of the Board of Directors and Chief
- ------------------------ Executive Officer (Principal Executive Officer)
    Howard Kerzner      

  /s/ Kevin DeSanctis    Director (Principal Financial and Accounting Officer)
- -----------------------
    Kevin DeSanctis      

   /s/ John Allison      Director
- -----------------------
     John Allison


Date: November 25, 1997