EXHIBIT 24.1
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                                POWER OF ATTORNEY
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          KNOW ALL MEN BY THESE PRESENTS, that I, Ada E. Rossin, do hereby make,
constitute,   designate   and  appoint   John  Martin  as  my  true  and  lawful
Attorney-in-Fact, for me and in my name and on my behalf generally:

               1.   To execute  and file any and all  documents  required  to be
                    filed by me with the Securities Exchange Commission ("SEC"),
                    including  Forms  4, 5 and  144  and  Schedule  13D  and all
                    amendments thereto;

               2.   To do and perform any and all acts which may be necessary or
                    desirable  to prepare,  complete and execute such Forms 4, 5
                    and 144 and Schedule 13D, complete and execute any amendment
                    or  amendments  thereto,  and timely  deliver  and file such
                    forms,  schedule  or  amendments  with the SEC and any stock
                    exchange or similar authority; and

               3.   To  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, me, it being understood that the
                    documents  executed  by such  attorney-in-fact  on my behalf
                    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.

I hereby  grant to 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 I might or could do if I was  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.

I acknowledge that the foregoing  attorney-in-fact,  in serving in such capacity
at my request,  is not  assuming nor  relieving  any of my  responsibilities  to
comply  with  Section  16 of the  Securities  Exchange  Act of 1934,  as amended
("Exchange Act").

I also acknowledge that the foregoing  attorney-in-fact  does not assume (i) any
liability for my  responsibility to comply with the requirements of the Exchange
Act,  (ii) any  liability  for my failure to comply with such  requirements,  or
(iii) any of my obligations or liabilities for profit disgorgement under Section
16(b) of the Exchange Act.



This Power of Attorney shall be effective  immediately  upon execution and shall
be  revoked  by my  giving to such  attorney-in-fact  acting  hereunder  written
notification  of the  revocation,  which notice shall not be considered  binding
unless actually received.

I hereby  declare  that  this  Power of  Attorney  shall not be  affected  by my
disability or incapacity  and that as against me and all persons  claiming under
me, everything which my  attorney-in-fact  shall do or cause to be done shall be
valid and effectual in favor of any person claiming a benefit  thereunder,  who,
before  the doing  thereof,  shall not have had  notice  of  revocation  of this
instrument.

IN WITNESS WHEREOF,  I have caused this Power of Attorney to be executed this 30
day of November, 2003.


WITNESS:                                            GRANTOR:


                                                   /s/ Ada E. Rossin
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                                                   Name: Ada E. Rossin