POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints Maria Cassarino, signing singly, the undersigned's true and lawful
attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned Forms 3, 4 and
                  5 in accordance with Section 16(a) of the Securities
                  Exchange Act of 1934 and the rules thereunder;

         (2)      do and perform any and all acts for and on behalf of
                  the undersigned which may be necessary or desirable
                  to complete the execution of any such Form 3, 4 or 5
                  and the timely filing of such form with the United
                  States Securities and Exchange Commission and any
                  other authority; and

         (3)      take any other action of any type whatsoever in
                  connection with the foregoing which, in the opinion
                  of such attorney-in-fact, may be of benefit to, in
                  the best interest of, or legally required by, the
                  undersigned, it being understood that the documents
                  executed by such attorney-in-fact on behalf of the
                  undersigned pursuant to this Power of Attorney shall
                  be in such form and shall contain such terms and
                  conditions as such attorney-in-fact may approve in
                  such attorney-in-fact's discretion.

         The power of attorney herein granted does not revoke any prior powers
of attorney. The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 19th day of May, 2004.

                                         /s/ Richard E. Tarrant
                                         -------------------------------
                                         Richard E. Tarrant







STATE OF VERMONT           )
                           )
COUNTY OF CHITTENDEN       )  SS

         On this 19th day of May 2004, Richard E. Tarrant personally appeared
before me, and acknowledged that he executed the foregoing instrument for the
purposes therein contained.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.


                                               /S/ DEBORAH DREWNIAK
                                               -------------------------------
                                               Notary Public

                                               My Commission Expires:  Feb 2007