<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frederick R. Hipp and H.G. Carrington, Jr., and
either of them, as the person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the person and in the
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and any
other regulatory authority, 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 connection therewith, as fully
to all intents and purposes as the person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or the person's substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated as of January 2, 2001:
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C> <C>
/s/ Larry S. Flax Co-Chairman of the Board and
____________________________________ Director
Larry S. Flax
/s/ Richard L. Rosenfield Co-Chairman of the Board and
____________________________________ Director
Richard L. Rosenfield
/s/ Frederick R. Hipp Chief Executive Officer,
____________________________________ President and Director
Frederick R. Hipp (Principal Executive
Officer)
/s/ Harold O. Rosser Director
____________________________________
Harold O. Rosser
/s/ Bruce C. Bruckmann Director
____________________________________
Bruce C. Bruckmann
/s/ Fortunato N. Valenti Director
____________________________________
Fortunato N. Valenti
/s/ Brian P. Friedman Director
____________________________________
Brian P. Friedman
/s/ H.G. Carrington, Jr. Executive Vice President and
____________________________________ Chief Financial Officer
H.G. Carrington, Jr.
/s/ Gregory S. Levin Vice President, Controller
____________________________________ and Chief Accounting
Gregory S. Levin Officer
</TABLE>
