EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints Alan B. Catherall and Barbara L. Blackford, and
each  of  them,  with the power to act without the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for  him and in his name, place and stead, and in any and all capacities, (i) to
sign  the  Registration Statement on Form S-3 with regard to the warrants issued
in  connection  with the Senior Subordinated Notes Due 2009 (the "S-3"), (ii) to
sign  any  amendments  or  supplements  to the S-3, and (iii) to file any of 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 either of them, or their or his substitute or
substitutes,  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

     IN  WITNESS  WHEREOF,  each  of  the  undersigned have caused this Power of
Attorney to be executed as of this 12th day of March 2001, which may be executed
in  counterparts.



/s/  W.  Chris  Blane
---------------------
W.  Chris  Blane,  Director


     /s/  Thomas  M.  Dougherty
     --------------------------
     Thomas  M.  Dougherty,  Director,  President  and  CEO


/s/  Thomas  D.  Body  III
--------------------------
Thomas  D.  Body,  III,  Director  and
V.P.  of  Strategic  Development


 /s/  Robert  A.  Ferchat
     ------------------------
     Robert  A.  Ferchat,  Director


/s/  Gill  Cogan
----------------
Gill  Cogan,  Director


     /s/  Barry  Schiffman
     ---------------------
     Barry  Schiffman,  Director
/s/  John  R.  Dillon
---------------------
John  R.  Dillon,  Director
     ---------------------