POWER OF ATTORNEY

         Each of the undersigned hereby authorizes David A. Collins as it
attorney-in-fact to execute in the name of such person and to file such
amendments (including post-effective amendments) to this Registration Statement
as the Registrant deems appropriate and appoints such person as attorney-in-fact
to sign on his behalf individually and in each capacity stated below and to file
all amendments, exhibits, supplements, post-effective amendments and
acceleration requests to this Registration Statement.

         Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

SIGNATURE                       CAPACITY                     DATE


/s/ Robert Goodwin             CFO, Director                6/23/00
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Robert Goodwin


/s/ Larry Lagel                Secretary, Director          6/23/00
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Larry Lagel