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POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Rocco A. Ortenzio, Robert A. Ortenzio and Michael E. Tarvin, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and sign any registration statement
for the same offering covered by the Registration Statement that is to be
effective upon filing pursuant to Rule 462 promulgated under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other 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 connection therewith 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, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
December 22, 2000 By: /s/ James E. Dalton, Jr.
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James E. Dalton, Jr.
