EXHIBIT 24 - POWER OF ATTORNEY


                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW  CONSTITUTES  AND  APPOINTS HAROLD B. JEFFREYS AND TIMOTHY A. SMALLEY, AND
EACH  OF  THEM,  THE  TRUE AND LAWFUL AGENTS AND HIS ATTORNEYS-IN-FACT WITH FULL
POWER AND AUTHORITY IN EACH SAID AGENTS AND ATTORNEYS-IN-FACT, ACTING SINGLY, TO
SIGN  FOR  THE UNDERSIGNED AS DIRECTOR OR AN OFFICER OF THE COMPANY, OR AS BOTH,
THE  COMPANY'S  2003  ANNUAL REPORT ON FORM 10-K TO BE FILED WITH THE SECURITIES
EXCHANGE COMMISSION, WASHINGTON, D.C. UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AND  TO  SIGN  ANY  AMENDMENT  OR AMENDMENTS TO SUCH ANNUAL REPORT, INCLUDING AN
ANNUAL  REPORT  PURSUANT  TO  11-K TO BE FILED AS AN AMENDMENT TO THE FORM 10-K;
HEREBY  RATIFYING  AND  CONFIRMING  ALL  ACTS  TAKEN  BY  SUCH  AGENTS  AND
ATTORNEYS-IN-FACT  AS  HEREIN  AUTHORIZED.

     PURSUANT  TO  THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT  HAS  BEEN  SIGNED  BELOW  BY  THE  FOLLOWING  PERSONS  ON  BEHALF OF THE
REGISTRANT  AND  IN  THE  CAPACITIES  AND  ON  THE  DATE  INDICATED.

<TABLE>
<CAPTION>
       Signature                           Title                        Date
       ---------                           -----                        ----
<S>                        <C>                                     <C>
                           President and Chief Executive Officer
/s/ Larry R. Matthews                Larry M. Matthews             March 29, 2004
_________________________        (Principal Executive Officer)

                                  Chief Financial Officer
/s/ William M. Foshee                William M. Foshee             March 29, 2004
_________________________       (Principal Accounting Officer)

/s/ Timothy A. Smalley     Chairman of the Board and Director
________________________   Timothy A. Smalley                      March 29, 2004

/s/ Harold B. Jeffreys                    Director
_________________________             Harold B. Jeffreys           March 29, 2004

/s/ Bingham D. Edwards                    Director
_________________________             Bingham D. Edwards           March 29, 2004

/s/ Lenny L. Hayes                        Director
_________________________               Lenny L. Hayes             March 29, 2004

/s/ Neal A. Holland, Jr.                  Director
_________________________            Neal A. Holland, Jr.          March 29, 2004

/s/ Larry Landman                         Director
_________________________               Larry Landman              March 29, 2004

/s/ Vernon A. Lane                        Director
_________________________               Vernon A. Lane             March 29, 2003

/s/ John T. Moss                          Director
_________________________               John T. Moss               March 29, 2004

/s/ T. Gerald New, M.D.                   Director
_________________________            T. Gerald New, M.D.           March 29, 2004


<PAGE>
       Signature                           Title                        Date
       ---------                           -----                        ----

/s/ Betty B. Sims                        Director
_________________________              Betty B. Sims               March 29, 2004

/s/ Jeron Witt                           Director
_________________________               Jeron  Witt                March 29, 2004
</TABLE>


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