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                                                                    Exhibit 24.1


                               Power of Attorney

         KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally John L. Westermann
III and Jack D. Dennison, and each one of them, as true and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or 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, 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 and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of the, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

SIGNATURE                    TITLE                            DATE
---------                    -----                            ----

/s/ MARTIN J. WYGOD          Chief Executive Officer          September 29, 2000
-------------------------    and Director
Martin J. Wygod              (Principal Executive Officer)

/s/ DENNIS B. GILLINGS       Director                         September 29, 2000
-------------------------
Dennis B. Gillings

/s/ ERIC J. GLEACHER         Director                         September 29, 2000
-------------------------
Eric J. Gleacher

/s/ W. MICHAEL LONG          Director                         September 29, 2000
-------------------------
W. Michael Long

/s/ CHARLES G. V. STEVENS    Director                         September 29, 2000
-------------------------
Charles G. V. Stevens