
                  LIMITED POWER OF ATTORNEY
                             FOR
           SECTION 16(a) AND SECTION 13(d) FILINGS


     Know all be these presents, that the undersigned hereby
constitutes and appoints Wendy Schnipper Clayton, the
undersigned's true and lawful attorney-in-fact to:


          (1)  Execute for and on behalf of the undersigned,
          on its own behalf and in the undersigned's
          capacity as a Member of DDJ Capital Management,
          LLC, DDJ Copernicus, LLC and DDJ Galileo, LLC,
          collectively, (the "DDJ Entities"), Forms 3, 4 and
          5 and amendments thereto in accordance with
          Section 16(a) of the Securities Exchange Act of
          1934  (the "Exchange Act") and the rules
          thereunder, and Schedule 13D and amendments
          thereto in accordance with Section 13(d) of the
          Exchange Act and the rules thereunder; and
                              

          (2)  Do and perform any and all acts for and on
          behalf of the undersigned which may be necessary
          or desirable to complete and execute any such Form
          3, 4 or 5 or amendment thereto, or Schedule 13D or
          amendment thereto, and timely file such form or
          schedule with the United States Securities and
          Exchange Commission (the "SEC") and any stock
          exchange or similar authority.


     The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorney-in-fact, in serving
in such capacity at the request of the undersigned, is not
assuming any of the undersigned's responsibilities to comply
with Sections 13 or 16 of the Exchange Act.

     This Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.  This Power of
Attorney may be filed with the SEC as a confirming statement
of the authority granted herein.
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     IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 1st  day of
June, 1998.


Print Name Below:

Judy K. Mencher



/s/ Judy K. Mencher
Signature
                              
                              
                              

                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
        LIMITED POWER OF ATTORNEY FOR SECTION 16(a) &
                    SECTION 13(d) FILINGS
                              
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