KNOW ALL MEN BY THESE PRESENTS:

         That I, ANNE ANGELL, hereinafter called "Grantor", 5060 Park Street Las
Vegas,  Nevada 89129,  have made constituted and appointed and by these presents
do  make,  constitute  and  appoint;  RICHARD  L.  ANGELL,   hereinafter  called
"Appointee",  my _______ (Set forth description of  relationship);  of 5060 Park
Street, Las Vegas,  Nevada 89129, my true and lawful attorney,  for me and in my
name,  place and stead,  and for my use and  benefit,  to ask  demand,  sue for,
recover,  collect  and receive all such sums of money,  debts,  dues,  accounts,
legacies, bequests,  interests,  dividends,  annuities and demands whatsoever as
are now, or shall hereafter  become due, owing,  payable or belonging to me, and
have,  use and take all lawful  ways and means in my name or  otherwise  for the
recovery  thereof,  by  attachments,  arrests,  distress  or  otherwise,  and to
compromise and agree for be same, and acquittance or other sufficient discharges
for the same,  for me and in my name,  to make,  seal and  deliver;  to bargain,
contract, agree for, purchase, receive, and take lands, tenements, hereditaments
and  accept  the  seizing  and  possession  of all lands and all deeds and other
assurances in the law  therefore,  and to lease,  let,  demise,  bargain,  sell,
remise,   release,   convey,  mortgage  and  hypothecate  lands,  tenements  and
hereditaments upon such terms and conditions, and under such covenants, as __ he
shall think fit.

Also, to bargain and agree for, buy, sell, mortgage,  hypothecate and in any and
every way and manner deal in and with goods,  ware and  merchandise,  chooses in
action and other  property  in  possession  or in action,  and to make,  do, and
transact all and every kind of business of whatever  nature or  whatsoever,  and
also  for me and in my name and as my act and  deed,  to  sign,  seal,  execute,
deliver  and  acknowledge   such  deeds,   leases  and  assignments  of  leases,
convenants,  indentures,  agreements,  mortgages,   hypothecation,   bottomries,
charter-parties, bill of lading, bills, bonds, notes, stock certificates, drafts
and checks, receipts, evidence of debts, releases and satisfaction of mortgages,
judgment and other debts, and such other instruments in writing of whatever find
and nature as may be necessary or proper in the premises.

Giving and granting  unto my said  attorney  full power and  authority to do and
perform all and every act and thing whatsoever required and necessary to be done
in and about the  premises,  as fully to all intents and  purposes as I might or
could do if personally  present with full power of  substitution  or revocation,
hereby ratifying and confirming all that my said attorney,  or his substitute or
substitutes, shall lawfully do or cause to be done by virtue of these  presents.
This power of  Attorney  is not  affected by the  subsequent  disability  of the
principal.

I hereby agree to accept the  appointment as  attorney-in-fact,  pursuant to the
foregoing Power of Attorney.

Richard Angell
--------------
Appointee's Signature

In Witness  Whereof,  I/We have  hereunto  set my  hand/or  hands this __ day of
_____, 19__.

ANNE ANGELL
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Signature of Grantor

STATE OF NEVADA
COUNTY OF CLARK

On this 19 day of November, 1998.
Personally appeared before me, a Notary Public.
Anne Angell.


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