EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below  constitutes  and  appoints James Kerrigan, his attorney-in-fact,
with the power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Form 10-K and to file
the  same,  with  all exhibits thereto in all documents in connection therewith,
with  the  Securities  and  Exchange  Commission,  granting  unto  said
attorneys-in-fact  and  agents, and each of them, full power and authority to do
and  perform  each and every act and thing requisite and necessary to be done in
and  about  the  premises,  as  fully to all intents and purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  such
attorneys-in-fact  and  agents  or  any  of  them, or his or their substitute or
substitutes,  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
this  report  on  Form  10-K  has  been  signed  by the following persons in the
capacities  and  on  the  dates  indicated.

       SIGNATURE            TITLE                          DATE
       ---------            -----                          ----

/s/    H. K. DESAI          Chairman of the Board          9/__/03
- ------------------------
       H. K. DESAI

/s/    MARC NUSSBAUM        Chief Executive Officer,       9/__/03
- ------------------------    President  (Principal  Executive  Officer)
       MARC  NUSSBAUM

/s/    JAMES KERRIGAN       Chief Financial Officer        9/__/03
- ------------------------
       JAMES  KERRIGAN      (Principal  Financial  and  Accounting  Officer)

/s/    THOMAS W. BURTON          Director                  9/__/03
- ------------------------
       THOMAS W. BURTON

/s/    HOWARD T. SLAYEN          Director                  9/__/03
- ------------------------
       HOWARD T. SLAYEN

/s/    KATHERINE LEWIS           Director                  9/__/03
- ------------------------
       KATHERINE LEWIS