EXHIBIT 24.1

                                POWER OF ATTORNEY

            Know all by these presents,  that the undersigned hereby constitutes
and appoints Steven Wolosky signing singly,  the  undersigned's  true and lawful
attorney-in-fact to:

            1. execute for and on behalf of the undersigned all Forms 3, 4 and 5
required to be filed under Section 16(a) of the Securities  Exchange Act of 1934
and the rules thereunder;

            2. do and  perform  any  and  all  acts  for  and on  behalf  of the
undersigned  that may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments  thereto,  and
timely file such form with the United States Securities and Exchange  Commission
and any stock exchange or similar authority; and

            3. 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 on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

            The  undersigned  hereby grants to each such  attorney-in-fact  full
power and  authority  to do and perform  any and every act and thing  whatsoever
requisite,  necessary, or 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,  or such attorney-in-fact's  substitute or substitutes,  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's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

            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 unless earlier
revoked  by the  undersigned  in a signed  writing  delivered  to the  foregoing
attorney-in-fact.

            IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this  Power of
Attorney to be executed as of this 20th day of September, 2002.


                                        STEEL PARTNERS II, L.P.
                                        By: Steel Partners, L.L.C.
                                            General Partner

                                        By: /s/ Warren G. Lichtenstein
                                            ------------------------------
                                            Warren G. Lichtenstein,
                                            Chief Executive Officer