EXHIBIT 24.1

                       POWER OF ATTORNEY OF S. ATIQ RAZA

      Know All Men By These Presents, that S. Atiq Raza whose signature appears 
below constitutes and appoints W. J. Sanders III and Marvin D. Burkett, and each
of them, his true and lawful attorneys-in-fact, and agents, with full power of 
substitution and resubstitution, for him and his name, place and stead, in any 
and all capacities, to sign post-effective amendment number two to Registration 
Statement 33-64911 and any and all subsequent amendments to such Registration 
Statement and to file the same, with all exhibits thereto and 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, of their or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.



DATED: May 24, 1996                     /s/ S. Atiq Raza       
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                                          S. ATIQ RAZA