Exhibit 2
POWER OF ATTORNEY
The undersigned, Peter M. Collery (hereinafter referred to as
"Collery") does hereby make, constitute and appoint the person listed below as
Collery's true and lawful agent and attorney-in-fact (hereinafter referred to as
the "Attorney") to act in the name and on behalf of Collery for and with respect
to the matters hereinafter described.
Name of Attorney: Neil H. Koffler
Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and
5 or any amendments thereto required to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, on
behalf of Collery with regard to any securities owned by Collery or any of
Collery's affiliates.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgements, consents and other agreements and to take such
further action as may be necessary or convenient for Collery in order to more
effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon Collery without attestation. The Power of Attorney conferred hereby shall
not be delegable by Attorney.
Unless revoked by Collery, this Power of Attorney shall be governed
under the laws of the State of New York and the authority of Attorney hereunder
shall terminate on September 1, 2003.
IN WITNESS WHEREOF, Collery has caused this Power of Attorney to be
executed and attested as of the 11th day of August, 2000.
/s/ Peter M. Collery
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Peter M. Collery
Attest:
/s/ John T. Bird
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Name: John T. Bird
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