EXHIBIT 24.1
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
designates and appoints Randy N. McCullough (with full power of substitution and
resubstitution (the "Attorney-in-Fact"), for it or him or her and in its or his
or her name, place and stead, in any and all capacities, to execute this
Registration Statement and one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as the Attorney-in-Fact deems
appropriate, and to file each such amendment to this Registration Statement
together with all exhibits thereto and any and all documents in connection
therewith.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David B. Barr Chairman of the Board of Directors December 28, 2000
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David B. Barr
/s/ David J. Breazzano Director December 29, 2000
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David J. Breazzano
/s/ David H. Eisenberg Director December 27, 2000
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David H. Eisenberg
/s/ Wendy T. Landon Director December 27, 2000
--------------------------------------
Wendy T. Landon
/s/ Jerry Winston Director December 26, 2000
--------------------------------------
Jerry Winston
</TABLE>
