EXHIBIT 24.2



                                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 13th day of November, 2003.


                                           STEEL PARTNERS, L.L.C.



                                           By:/s/ Warren G. Lichtenstein
                                              ----------------------------------
                                               Warren G. Lichtenstein,
                                               Managing Member