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 Exchange Act of 1934, 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                      9/27/04
- ------------------
H.  K.  DESAI

/s/  MARC H. NUSSBAUM    Chief  Executive  Officer,                    9/27/04
- -------------------      President  (Principal  Executive  Officer)
    MARC H. NUSSBAUM

/s/  JAMES W. KERRIGAN   Chief  Financial  Officer                     9/27/04
- --------------------     (Principal Financial and Accounting Officer)
JAMES W. KERRIGAN

/s/  THOMAS  W.  BURTON  Director                                      9/27/04
- -----------------------
THOMAS  W.  BURTON

/s/  HOWARD  T.  SLAYEN  Director                                      9/27/04
- -----------------------
HOWARD  T.  SLAYEN

/s/  KATHRYN  B.  LEWIS  Director                                      9/27/04
- -----------------------
KATHRYN  B.  LEWIS