BRUNSWICK BANCORP
S-8, EX-24, 2000-12-19
STATE COMMERCIAL BANKS
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<PAGE>

EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                    By: /s/ Bruce Arbeiter
                                        ------------------------------
                                        Bruce Arbeiter
                                        Director




                                      -46-

<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                    By: /s/ Joseph DeMarco
                                        ------------------------------
                                        Joseph DeMarco
                                        Director




                                      -47-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                    By: /s/ Dominick Faraci
                                        ------------------------------
                                        Dominick Faraci,
                                        Director




                                      -48-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                            By: /s/Carmen J. Gumina
                                ------------------------------
                                Carmen J. Gumina,
                                President and Chairman of the Board of Directors




                                      -49-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                  By: /s/Michael Kaplan
                                      ------------------------------
                                      Michael Kaplan,
                                      Director



                                      -50-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                     By: /s/Richard Malouf
                                         ------------------------------
                                         Richard Malouf,
                                         Director



                                      -51-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                    By: /s/Frederick Perrine
                                        ------------------------------
                                        Frederick Perrine,
                                        Director




                                      -52-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                    By: /s/Robert Sica
                                        ------------------------------
                                        Robert Sica,
                                        Director



                                      -53-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                  By: /s/Thomas A. Fornale
                                      ------------------------------
                                      Thomas A. Fornale,
                                      Secretary-Treasurer, Controller
                                      (Principal Accounting/Financial Officer)



                                      -54-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                    By: /s/Robert McDaid
                                        ------------------------------
                                        Robert McDaid,
                                        Director



                                      -55-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                     By: /s/Gary Russo
                                         ------------------------------
                                         Gary Russo,
                                         Director



                                      -56-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                    By: /s/Phillip W. Barrood
                                        ------------------------------
                                        Phillip W. Barrood,
                                        Director



                                      -57-
<PAGE>


EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Brunswick Bancorp, a New Jersey corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-8 or any other
appropriate Form) with respect to the issuance of up to 250,000 common shares,
no par value per share, issuable upon the exercise of stock options granted
pursuant to the 2000 Stock Option Plan; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 100,000 common shares, no par value per share issuable pursuant to the
Restricted Stock Award Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Carmen
J. Gumina and Thomas A Fornale and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of December, 2000.



                                     By: /s/James Gassaro
                                         ------------------------------
                                         James Gassaro,
                                         Director





                                      -58-



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