Exhibit 24.2

                               POWER OF ATTORNEY


     Each person whose signature appears below constitutes and appoints Paul W.
Hawran and Gary A Lyons, jointly and severally, as attorneys-in-fact, each with
the poser of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, 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 or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         SIGNATURE                       TITLE                     DATE
         ---------                       -----                     ----



   /s/ Joseph A. Mollica                Director               October 4, 2000
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   Joseph A. Mollica



   /s/ Stephen A. Sherwin               Director               October 4, 2000
----------------------------
   Stephen A. Sherwin