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EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS U. BARTON, hereby make,
constitute and appoint PAULA STOREY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as President of, or in other capacities with
White Rock Capital, Inc., all documents, certificates, instruments, statements,
filings and agreements ("documents") to be filed with or delivered to any
foreign or domestic governmental or regulatory body or required or requested by
any other person or entity pursuant to any legal or regulatory requirement
relating to the acquisition, ownership, management or disposition of securities
or other investments, and any other documents relating or ancillary thereto,
including but not limited to, all documents relating to filings with the United
States Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 31st day of
January 2000.
\s\ Thomas U. Barton
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THOMAS U. BARTON
