Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael G. Rubin and Jordan M. Copland, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K, and to file 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 connection therewith, 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 any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Signature	Capacity	Date
/S/    KENNETH J. ADELBERG	Director	March 16, 2004
Kenneth J. Adelberg
/S/    M. JEFFREY BRANMAN	Director	March 16, 2004
M. Jeffrey Branman
/S/    RONALD D. FISHER	Director	March 16, 2004
Ronald D. Fisher
/S/    HARVEY LAMM	Director	March 16, 2004
Harvey Lamm
/S/    MARK S. MENELL	Director	March 16, 2004
Mark S. Menell
/S/    MICHAEL S. PERLIS	Director	March 16, 2004
Michael S. Perlis
/S/    JEFFREY F. RAYPORT	Director	March 16, 2004
Jeffrey F. Rayport