Exhibit 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  under  the  heading  "Signature"  constitutes  and  appoints  Michael  R.
Cunningham as his true and lawful  attorney-in-fact and agent with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities  to sign the  Annual  Report on Form 10-K for the fiscal
year ended December 31, 1998, including  amendments,  if any, and to deliver and
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing  requisite and  necessary to be done in connection  with the
foregoing,  as fully for all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or  substitute  or  substitutes,  may  lawfully do or cause to be done by virtue
hereof.


Signature                                Title                      Date
---------                                -----                      ----


/s/ Gordon Mays                         Director             February 5, 1999
-----------------------
Gordon Mays

/s/ James J. Cunningham                 Director             February 5, 1999
-----------------------
James J. Cunningham

/s/ Arnold Spinner                      Director             February 5, 1999
-----------------------
Arnold Spinner


/s/ Laurence Gerber                     Director             February 5, 1999
-----------------------
Laurence Gerber


/s/ Stanley J. Moss                     Director             February 5, 1999
-----------------------
Stanley J. Moss


<PAGE>


STATE OF NEW JERSEY)
                   ) ss.:
COUNTY OF ESSEX    )

     On the 5th day of February, 1999, before me personally came Gordon Mays, to
me known, and known to me to be the individual described in and who executed the
foregoing instrument, and he acknowledged to me that he executed the same.


                                            /s/ Lawrence A. Goldman
                                            -----------------------
                                            Lawrence A. Goldman
                                            Attorney At Law, State of New Jersey


STATE OF NEW JERSEY)
                   ) ss.:
COUNTY OF ESSEX    )

     On the 5th day of  February,  1999,  before  me  personally  came  James J.
Cunningham,  to me known, and known to me to be the individual  described in and
who  executed  the  foregoing  instrument,  and he  acknowledged  to me  that he
executed the same.

                                            /s/ Lawrence A. Goldman
                                            -----------------------
                                            Lawrence A. Goldman
                                            Attorney At Law, State of New Jersey

STATE OF NEW JERSEY)
                   ) ss.:
COUNTY OF ESSEX    )

     On the 5th day of February, 1999, before me personally came Arnold Spinner,
to me known, and known to me to be the individual  described in and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.

                                            /s/ Lawrence A. Goldman
                                            -----------------------
                                            Lawrence A. Goldman
                                            Attorney At Law, State of New Jersey


<PAGE>


STATE OF NEW JERSEY)
                   ) ss.:
COUNTY OF ESSEX    )

     On the 5th day of  February,  1999,  before  me  personally  came  Laurence
Gerber,  to me known, and known to me to be the individual  described in and who
executed the foregoing  instrument,  and he  acknowledged to me that he executed
the same.

                                            /s/ Lawrence A. Goldman
                                            -----------------------
                                            Lawrence A. Goldman
                                            Attorney At Law, State of New Jersey


STATE OF NEW JERSEY)
                   ) ss.:
COUNTY OF ESSEX    )

     On the 5th day of  February,  1999,  before me  personally  came Stanley J.
Moss,  to me known,  and known to me to be the  individual  described in and who
executed the foregoing  instrument,  and he  acknowledged to me that he executed
the same.


                                            /s/ Lawrence A. Goldman
                                            -----------------------
                                            Lawrence A. Goldman
                                            Attorney At Law, State of New Jersey