Exhibit 24 - Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints Richard N. Jacobson
as the undersigned true lawful attorney-in-fact,
for the following purposes:

1. to execute for an on behalf of the undersigned Forms
3, 4 or 5 reporting the undersigned holdings and
changes in the holdings in accordance with Section
16a of the Securities and Exchange Act of 1934 and
the rules thereunder;

2. to do and perform any and all acts for and on behalf
of the undersigned which may be necessary or
desirable to complete the execution of any such Form
3, 4 or 5 and the timely filing of such form with
the United States Securities and Exchange Commission
and any other authority; and

3. to take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact may approve in his
discretion.

The undersigned hereby grants to such attorney-in-
fact full power and authority to do and perform all
and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of
any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned
might or could do if personally present, with full
power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-
fact shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that
the foregoing attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not
assuming any of the undersigned responsibilities
to comply with Section 16 of the Securities Exchange
Act of 1943.

This Power of Attorney shall remain in full force
and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to
the undersigned in a signed writing delivered to
the foregoing attorney-in-fact.

IN WITNESS WHEREOF,the undersigned has cause this
Power of Attorney to be executed as of this 17 day
of May, 2002.

Signature:  /s/ John F. Fiedler