EXIBIT 24

                              Dated April 15, 1998


                              POWERS OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Charles D. O'Dell,  Lawrence E. Hyatt and Robert A. Stern as his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities,  to
sign any or all further amendments (including post-effective amendments) to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment  No. 2 to the  Registration  Statement  has been  signed  below by the
following  persons on behalf of the  Company in the  capacities  and on the date
indicated above.



      Signature                                 Title
      ---------                                 -----


PRINCIPAL EXECUTIVE OFFICER:

/s/ CHARLES D. O'DELL
- ----------------------------    President and Chief Executive Officer
  Charles D. O'Dell

PRINCIPAL FINANCIAL OFFICER:

/s/ LAWRENCE E. HYATT
- ----------------------------    Senior Vice President and Chief
  Lawrence E. Hyatt               Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

  /s/ ROBERT DRURY
- ----------------------------    Corporate Treasurer
    Robert Drury




      Signature                                 Title
      ---------                                 -----

DIRECTORS:

    /s/ WILLIAM J. SHAW
- ----------------------------    Chairman of the Board
     William J. Shaw

   /s/ CHARLES D. O'DELL
- ----------------------------    Director
    Charles D. O'Dell

     /s/ PIERRE BELLON
- ----------------------------    Director
       Pierre Bellon

    /s/ BERNARD CARTON
- ----------------------------    Director
      Bernard Carton

  /s/ EDOUARD DE  ROYERE
- ----------------------------    Director
     Edouard de Royere

 /s/ JOHN W. MARRIOTT III
- ----------------------------    Director
   John W. Marriott III

   /s/ DOCTOR R. CRANTS
- ----------------------------    Director
     Doctor R. Crants

  /s/ DANIEL J. ALTOBELLO
- ----------------------------    Director
    Daniel J. Altobello