EXHIBIT 24.2
                                       
  
                              POWER OF ATTORNEY
  
     KNOW ALL MEN BY THESE PRESENTS, that Larry E. Howell constitutes and 
appoints John Simonelli and Michael E. Dunn, and each of them, his true and 
lawful attorney-in-fact and agent, with all power of substitution and 
resubstitution, for him and in his name, place and stead, in any and all 
capacities, to sign any or all amendments to this Registration Statement, 
including post-effective amendments thereto, and to file the same, with all 
exhibits thereto, and other documents in connection therewith with the 
Securities and Exchange Commission, granting unto same 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 said attorneys-in-fact and 
agents, or any of them, or their substitute or substitutes, may lawfully do 
or cause to be done by virtue hereof.


Dated February 19, 1998                    /s/ Larry E. Howell 
                                           ------------------------------
                                           Larry E. Howell