EXHIBIT 12

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitutes
and appoints Howard J. Tytel, as the undersigned's true and lawful attorney and
agent, with full power of substitution and resubstitution, to execute in the
name, place and stead of the undersigned any statement or report, including any
amendment to any statement or report, required to be filed with respect to the
undersigned under Section 13 or Section 16 of the United States Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements
thereunder, or any statement or report, including any amendment to any statement
or report, required to be filed with respect to the undersigned under any
comparable laws, rules, regulations and requirements of any foreign
jurisdiction, and to file any of the same with the Securities and Exchange
Commission and any other appropriate U.S. and foreign regulatory authorities,
said attorney and agent having full power and authority to do and perform in the
name and on behalf of the undersigned every act necessary to be done in the
premises as fully and as effectually as the undersigned might or could do in
person; and the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
February 7, 2005.

                                                     /s/ Mitchell J. Slater
                                                     ---------------------------
                                                         MITCHELL J. SLATER