POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each  individual  whose  signature
          appears below  constitutes  and appoints  Martin A. Kits van Heyningen
          his true and  lawful  attorney-in-fact  and agent  with full  power of
          substitution, 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, and to file the same, with
          all exhibits thereto, and all documents in connection therewith,  with
          the   Securities   and  Exchange   Commission,   granting   unto  said
          attorney-in-fact  and agent full power and authority to do and perform
          each and every act and thing which he may deem  necessary or advisable
          to be done in connection with this Registration Statement, as fully to
          all  intents and  purposes  as he might or could do in person,  hereby
          ratifying and confirming all that said  attorney-in-fact  and agent or
          any substitute or substitutes  for him, may lawfully 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



                                    Chief Executive               July 19, 1996
Martin A. Kits van Heyningen        Officer and Director
                                    (Principal Executive
                                       Officer)


                                    Chief Financial Officer        July 19, 1996
Richard C. Forsyth                  (Principal Financial
                                     and Accounting Officer)

                                    Director                       July 19, 1996
Arent H. Kits van Heyningen


                                    Director                       July 19, 1996
Robert W.B. Kits van Heyningen


                                    Director                       July 19, 1996
James A. Saalfield


                                    Director                       July 19, 1996
Michael F. Schiavo



                                    Director                       July 19, 1996
Werner Trattner
                                     page 11