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                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY



         The undersigned, Robert H. Davis hereby appoints Ronald J. Mittelstaedt
and Steven F. Bouck and each of them, each of whom may act without joinder of
the other, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to execute in the name and on behalf of each such person
any amendment or any post-effective amendment to the Form S-3 Registration
Statement SEC File # 333-87703, Form S-3 Registration Statement SEC File #
333-62322, Form S-4 Registration Statement SEC File # 333-65615, Form S-4
Registration Statement SEC File # 333-83825, Form S-8 Registration Statement SEC
File # 333-42096, and any registration statement relating to any offering made
in connection with the offerings covered by the foregoing registration
statements that is to be effective on filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing appropriate or necessary to be done, as fully and
for 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 their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed by the following person in the capacity indicated on
July 20, 2001.





 Signature                    Title                          Date
                                                       

/s/ Robert H. Davis
___________________________   Director                       July 20, 2001
Robert H. Davis