GENERAL POWER OF ATTORNEY
                         *************************


Be it acknowledged, that I, ____________________________ hereby appoint and
grant a general power of attorney to ________________________________ as my 
attorney-in-fact, to act in my name as if I were actually present with full       
power and authority to perform the following responsibilities:


1.      Sell, buy, trade, lease, mortgage, assign, rent, or dispose of any

        real or personal property;

2.      Execute, accept, undertake, and perform all contracts in my name;

3.      Deposit, endorse or withdraw funds to or from any of my bank accounts

        or safe deposit box;

4.      Borrow, lend, invest or reinvest funds;         

5.      Initiate, defend, commence or settle legal actions on my behalf;

6.      Vote (in person or by proxy) any shares or beneficial interest in

        any entity;

7.      Retain any account, attorney or other advisor deemed necessary to 

        protect my interests relative to any of the foregoing.

        This power may be revoked by PRINCIPAL at any time but shall not be

        affected by PRINCIPAL'S subsequent disability or incompetence.  
        
        This power or attorney shall automatically be revoked upon death of 
        
        PRINCIPAL provided any person relying on this power of attorney 
        
        shall have full rights to accept the authority of my attorney-in-fact 
        
        until actual notice of revocation is received.



___________________________________________
Principal


___________________________________________
Date



                                    Page 1

        State of ______________________, County of ____________________


        Sworn to me by ________________________________on 

        ___________________of____________________, 19_____.




                              __________________________________________
                              Notary Public
                              
                              My Commission Expires:








































                                    Page 2