EXHIBIT 24

                            GENERAL POWER OF ATTORNEY

     Notice:  The powers  granted by this document are broad and sweeping.  They
are defined in New York General  Obligations  Law,  Article 5, Title 15, Section
5-1502A  through  5-1503,  which  expressly  permits  the  use of any  other  or
different form of power of attorney desired by the parties concerned.

     KNOW ALL MEN BY THESE PRESENTS,  which are intended to constitute a GENERAL
POWER OF  ATTORNEY  pursuant  to  Article  5,  Title 15 of the New York  General
Obligations Law:

     That I, MARTIN PERETZ, 20 Larchwood Drive, Cambridge,  Massachusetts 02138,
do hereby  appoint  ANNE L. PERETZ,  my wife,  20  Larchwood  Drive,  Cambridge,
Massachusetts  02138;  KEVIN S. MOORE,  Apartment 22J, 160 West 66th Street, New
York,  New  York  10023;  ERIC L  STRAUS,  165 Old  Norwalk  Road,  New  Canaan,
Connecticut  06840;  RICHARD C. VANISON,  2 Ocean Avenue,  Massapequa,  New York
11758; and WILLIAM T. BURDICK,  26 Indian Valley Road, Ramsey, New Jersey 07446,
my attorneys-in-fact to ACT SEVERALLY:

     FIRST: In my name, place and stead in any way which I myself could do, if I
were personally  present,  with respect to the following matters as each of them
is defined in Title 15 of Article 5 of the New York General  Obligations  law to
the extent that I am permitted by law to act through an agent:

     (A.) real estate transactions;

     (B.) chattel and goods transactions;

     (C.) bond, share and commodity transactions;

     (D.) banking transactions;

     (E.) business operating transactions;

     (F.) insurance transactions;

     (G.) estate transactions;

     (H.) claims and litigation;

     (I.) personal relationships and affairs;



                               Page 1 of 3 pages




     (J.) benefits from military service; (K.) records, reports and statements;

     (L.) full and unqualified authority to my attorneys-in-fact to delegate any
          or all of the  foregoing  powers  to any  person  or  persons  whom my
          attorneys-in-fact shall select;

     (M.) all other matters;

including,  without  limiting the  generality  of the  foregoing,  the following
powers:

     I. To sell,  assign,  transfer,  satisfy and  deliver any bonds  secured by
mortgage  which I now own or may  hereafter  acquire  and to execute and deliver
proper assignments or satisfactions  therefor;  to extend the time of payment of
the principal and interest due upon such bonds or any other  obligation in which
I may be  interested,  either  as  creditor  or  debtor,  upon  such  terms  and
conditions  as may be  deemed  advisable,  and to  execute  and  deliver  proper
extension  agreements  therefor;  to  sign,  execute,  acknowledge  and  deliver
releases from the lien of any and all  mortgages  which I now own or which I may
hereafter acquire whether such lien covers the whole or any part of the premises
described in such mortgage, upon such terms and conditions as may seem advisable
and to receive payment therefor and to give proper releases,  satisfactions  and
receipts therefor.

     II. To prepare, execute and file on my behalf any and all reports and other
filings (and any amendments thereto) required to be made with the Securities and
Exchange Commission or any stock exchange or registered securities association.

     III.  To make gifts of any of my  property to any of my spouse and issue of
any degree and not necessarily per stirpes,  including an attorney-in-fact in an
individual capacity,  provided that an  attorney-in-fact,  other than my spouse,
may not make a gift to  himself  or  herself in excess of $10,000 in any one tax
year, noncumulative.

     SECOND: To induce any third party to act hereunder, I hereby agree that any
third party  receiving a duly executed copy or facsimile of this  instrument may
act hereunder, and that revocation or termination hereof shall be ineffective as
to such  third  party  unless  and  until  actual  notice or  knowledge  of such
revocation or  termination  shall have been received by such third party,  and I
for myself  and for my heirs,  executors,  legal  representatives  and  assigns,
hereby  agree to  indemnify  and hold  harmless  any such  third  party from and
against any and all claims that may arise  against such third party by reason of
such third party having relied on the provisions of this instrument.



                               Page 2 of 3 pages





     THIRD:  This power of  attorney  shall not be  affected  by the  subsequent
disability or incompetence of the undersigned.

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed my seal this
16th day of November , 2000.



                                         /s/ Martin H. Peretz             (L.S.)
                                         ---------------------------------



STATE OF NEW YORK   )
                    : ss:
COUNTY OF NEW YORK  )

     On the 16th day of  November  , 2000 , before  me  personally  came  Martin
Peretz to me known to me to be the  indivdiual  described  in, and who executeds
the foregoing instrument, and acknowledged to me that he executed the same.


                                         /s/ Vivien Troy
                                         ---------------------------------
                                             Notary Public















                               Page 3 of 3 pages