POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Robert W. Baker, Jr. and  Diane L. Brown, signing singly, the
undersigned's true and lawful attorney-in-fact to:

                  (1)      execute for and on behalf of the undersigned Forms 3,
                           4 and 5 in accordance with Section 16(a) of the
                           Securities Exchange Act of 1934 and the rules
                           thereunder;

                  (2)      do and perform any and all acts for and on behalf of
                           the undersigned which may be necessary or desirable
                           to complete the execution of any such Form 3, 4 or 5
                           and the timely filing of such form with the United
                           States Securities and Exchange Commission and any
                           other authority; and

                  (3)      take any other action of any type whatsoever in
                           connection with the foregoing which, in the opinion
                           of such attorney-in-fact, may be of benefit to, in
                           the best interest of, or legally required by, the
                           undersigned, it being understood that the documents
                           executed by such attorney-in-fact on behalf of the
                           undersigned pursuant to this Power of Attorney shall
                           be in such form and shall contain such terms and
                           conditions as such attorney-in-fact may approve in
                           such attorney-in- fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such 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 attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 11th day of December, 1995.

                                        /s/ STUART H. ALTMAN
                                        --------------------------------
                                        Stuart H. Altman