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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William J. Mercurio, Robert Agres and
Robert C. Froetscher, and each of them, his true and lawful attorneys-in-fact
and agents, with full 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 (including post-effective amendments) to this registration statement
(and any registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, for the offering which this Registration
Statement relates), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact an 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 or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-1 and Power of Attorney have been signed by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATES
---------- -------- -----
<S> <C> <C>
President and Chief Executive Officer, September 18, 2000
/S/ WILLIAM J. MERCURIO Director (Principal Executive Officer)
-------------------------
William J. Mercurio
/S/ ROBERT AGRES Chief Financial Officer (Principal Financial September 18, 2000
------------------------- and Accounting Officer)
Robert Agres
/S/ GREGORY M. BARR Director September 18, 2000
-------------------------
Gregory M. Barr
/S/ ROBERT C. FROETSCHER Director September 18, 2000
-------------------------
Robert C. Froetscher
/S/ JACK E. REICH Director September 18, 2000
-------------------------
Jack E. Reich
/S/ AVY H. STEIN Director September 18, 2000
-------------------------
Avy H. Stein
</TABLE>
