Exhibit 24





 POWER OF ATTORNEY







I hereby appoint any of Joseph R. Seiders, Craig H. Lewis, Gary Goldman and

Stuart M. Sklar as an attorney-in-fact, each with full power of substitution,

to execute and file in my name and on my behalf with the Securities and

Exchange Commission a Statement of Changes of Beneficial Ownership of

Securities on Form 4 or an Annual Statement of Changes of Beneficial

Ownership of Securities on Form 5, together with any supplements or

amendments thereto.





     /s/ Barton J. Winokur

     Barton J. Winokur









 Acknowledgement



STATE OF PENNSYLVANIA )

                        )   ss

COUNTY OF PHILADELPHIA  )





On this 11th day of November, 2003, before me, a notary public in and for the

aforesaid state and county, personally appeared Barton J. Winokur, known to me

(or satisfactorily proven) to be the person whose name is subscribed to the

within instrument and acknowledged that he executed the same for the purpose

therein contained.



IN WITNESS WHEREOF, I have hereunto set my hand and seal.







 /s/ Pamela E. Blalock

           Notary Public



     My Commission expires:  November 25, 2005



       [Notarial Seal]