Power of Attorney

     The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Corporation"), a corporation duly organized under the laws of Delaware, with
its principal place of business at World Financial Center, North Tower, 2560
Vesey Street, New York, New York 10281 does hereby make, constitute and
appoint Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T.
Russo, or any individual from time to time elected or appointed as secretary
or an assistant secretary of the Corporation, acting severally, each of whose
address is Merrill Lynch & Co., Inc., World Financial Center, North Tower, 250
Vesey Street, New York, New York 10281, as its true and lawful
attorneys-in-fact, for it and in its name, place and stead (i) to execute on
behalf of the Corporation and cause to be filed and/or delivered, as required
under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the
regulations thereunder, any number, as appropriate, of original, copies, or
electronic filings of the Securities and Exchange Commission Schedule 13D or
Schedule 13G Beneficial Ownership Reports (together with any amendments and
joint filing agreements under Rule 13d-1(f)(1) of the Act, as may be required
thereto) to be filed and/or delivered with respect to any equity security (as
defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned
and which must be reported by the undersigned pursuant to Section 13(d) of the
Act and the regulations thereunder, (ii) to execute on behalf of the
Corporation and cause to be filed and/or delivered, any number, as
appropriate, of original, copies or electronic filings of any forms (including
without limitation), Securities and Exchange Commission Forms 3, 4 and 5)
required to be filed pursuant to Section 16(a) of the Act and the regulations
thereunder, and (iii) generally to take such other actions and perform such
other things necessary to effectuate the foregoing as fully in all respects as
if the undersigned could do if personally present.

     This Power of Attorney shall remain in effect until revoked, in writing,
by the undersigned.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney,
this 25th day of November 1995.

                          MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

                          By: /s/ David H. Komansky
                              ----------------------------------------------
                          Name:   David H. Komansky
                          Title:  President and Chief Operating Officer