CONFIRMING STATEMENT


The undersigned hereby authorizes and designates Betty
Weinert to file with the Securities and Exchange Commission
and on behalf of the undersigned, an Initial Statement of
Beneficial Ownership on Form 3, a Statement of Changes in
Beneficial Ownership on Form 4, and an Annual Statement of
Beneficial Ownership of Securities on Form 5, and any
amendments or supplements thereto.  This authorization shall
include the authority to sign such forms in the name of the
undersigned and to file with the Securities and Exchange
Commission the Confirming Statement, along or with any
amendments or supplements to any filed Form 3, Form 4 or
Form 5.  This authorization shall be effective for as long
as the undersigned is subject to the reporting requirements
of Section 16.

IN WITNESS WHEREOF, the undersigned has executed this
Confirming Statement as of April 13, 2005.




                                   /s/ Scott J. Adelson