POWER OF ATTORNEY

Published on October 6, 1998


EXHIBIT 24.02



KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints William Harris and Greg Santora, and each of
them, his attorneys-in-fact and agents, each with the power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.



Name Title Date
---- ----- ----

PRINCIPAL EXECUTIVE OFFICER:
President, Chief Executive Officer and ____________, 1998
- -------------------------------- Director
William H. Harris, Jr.

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

Vice President and Chief Financial Officer ____________, 1998
- --------------------------------
Greg J. Santora

ADDITIONAL DIRECTORS:

Chairman of the Board of Directors ____________, 1998
- --------------------------------
William V. Campbell

Chairman of the Executive Committee ____________, 1998
- -------------------------------- of the Board of Directors
Scott D. Cook

Director ____________, 1998
- --------------------------------
Christopher W. Brody

/s/ L. John Doerr Director September 18, 1998
- --------------------------------
L. John Doerr

Director ____________, 1998
- --------------------------------
Michael R. Hallman

/s/ Burton J. McMurtry Director September 18, 1998
- --------------------------------
Burton J. McMurtry