EXHIBIT 24.1

                                   CERTIFICATE

         I, Martin S. Wagner, Assistant Secretary of Xerox Corporation, a New
York corporation (the "Company"), DO HEREBY CERTIFY that Exhibit A is a true and
correct copy of a resolution duly adopted at a telephonic meeting of the Board
of Directors of the Company duly held and convened on December 20, 2001, at
which meeting a duly constituted quorum of the Board of Directors was present
and acting throughout by telephone and that such resolution has not been
modified, rescinded or revoked and is at present in full force and effect.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate and
affixed the corporate seal of the Company hereto this 17th day of April, 2002.

                                               /s/  MARTIN S. WAGNER
                                               ------------------------------
                                               Martin S. Wagner
                                               Assistant Secretary


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                                                                       EXHIBIT A

RESOLVED: that each officer and director of the Company who may be required to
execute the Registration Statements or any amendment thereto (whether on behalf
of the Company or as an officer or director thereof) be and hereby is authorized
to execute a power of attorney appointing A. M. Mulcahy, G. B. Tayler, M. S.
Wagner and D. H. Marshall, and each of them, as true and lawful attorneys and
agents to execute in his or her name, place and stead (in any such capacity) the
Registration Statements and any and all amendments thereto, and any and all
documents in connection therewith, and to file the same, in electronic or paper
form, with the SEC, each of said attorneys and agents to have power to act with
or without the other and to have the full power and authority to do and perform
in the name and on behalf of each of said officers and directors, or both, as
the case may be, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any such officer and
director might or could do in person.