Ex 24.1

June 8, 2001


Raymond D. Hill, James A. Ward and Elizabeth B. Chandler


Dear Sirs:

         SIUK plc proposes to file or join in the filing of statements under the
Securities  Exchange Act of 1934, as amended,  with the  Securities and Exchange
Commission  with  respect to the  following:  (1) the  filing of this  Company's
Annual  Report on Form 10-K for the fiscal  year ended March 31,  2001,  and (2)
quarterly  filings on Form 10-Q for the quarters ended June 30, 2001,  September
30,  2001 and  December  31,  2001 and  Current  Reports  on Form 8-K during the
company's fiscal year 2002.

         SIUK plc and the  undersigned  directors  and officers of said Company,
individually  as a director  and/or as an officer of the  Company,  hereby make,
constitute  and appoint each of you our true and lawful  Attorney for each of us
and in each of our  names,  places and steads to sign and cause to be filed with
the  Securities  and Exchange  Commission in connection  with the foregoing said
Annual Report on Form 10-K and any appropriate  amendment or amendments  thereto
and  any  necessary  exhibits,  said  Quarterly  Reports  on Form  10-Q  and any
necessary exhibits.

                                    Yours very truly,

                                    SIUK PLC


                                    By___________________________
                                             Barney S. Rush
                                         Chief Executive Officer










--------------------------------                --------------------------------
                 Paul Champagne                                  Richard F. Owen



--------------------------------                --------------------------------
             Maurice E. Fletcher                                Robert A. Symons



--------------------------------                --------------------------------
                 Robert W. Burke                                  Barney S. Rush



--------------------------------                --------------------------------
           Ricky L. Klingensmith                          D. Charl S. Oosthuizen





<PAGE>


                        UNANIMOUS WRITTEN CONSENT OF THE
                              BOARD OF DIRECTORS OF
                                    SIUK plc
                     TO THE ADOPTION OF CERTAIN ACTIONS AND
                         RESOLUTIONS IN LIEU OF MEETING


         The undersigned,  being all of the members of the Board of Directors of
SIUK plc (the  "Company"),  do hereby  approve and adopt as of June 8, 2000, the
following action and resolution:

     Power of  Attorney  to  Execute  Documents  Filed with the  Securities  and
Exchange Commission.

         RESOLVED,  That for the purpose of signing reports under the Securities
Exchange Act of 1934 to be filed with the  Securities  and  Exchange  Commission
with respect to (1) the filing of the  Company's  Annual Report on Form 10-K for
the fiscal year ended March 31, 2001, and (2) quarterly filings on Form 10-Q for
the quarters  ended June 30, 2001,  September 30, 2001 and December 31, 2001 and
Current  Reports on Form 8-K  during  the  Company's  fiscal  year 2002;  and of
remedying any  deficiencies  with respect  thereto by  appropriate  amendment or
amendments,  this  Company,  the  members  of its  board of  directors,  and its
officers  are  authorized  to give their  several  powers of attorney to each of
Raymond D. Hill, James A. Ward and Elizabeth B. Chandler.



--------------------------------                --------------------------------
                  Paul Champagne                                 Richard F. Owen



--------------------------------                --------------------------------
             Maurice E. Fletcher                                Robert A. Symons



--------------------------------                --------------------------------
                 Robert W. Burke                                  Barney S. Rush



--------------------------------                --------------------------------
           Ricky L. Klingensmith                          D. Charl S. Oosthuizen