POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint  each of ARMANDO T.  BELLY,  JODYE  ANZALOTTA,  JOHN F.  BROWN,  MARYANN
CANFIELD,  RICHARD D. HOLAHAN, JR. and ROBERT SOROS acting  individually,  as my
agent and  attorney-in-fact  for the purpose of executing in my name,  (a) in my
personal  capacity or (b) in my capacity as Chairman  of,  member of or in other
capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates
or entities advised by me or SFM LLC, all documents, certificates,  instruments,
statements,  filings and agreements  ("documents") to be filed with or delivered
to any  foreign or  domestic  governmental  or  regulatory  body or  required or
requested  by any other  person or entity  pursuant  to any legal or  regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities,  futures  contracts or other  investments,  and any other  documents
relating or  ancillary  thereto,  including  without  limitation  all  documents
relating to filings with the Commodity  Futures Trading  Commission and National
Futures  Association,  the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities  Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial  ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.

All past acts of these  attorneys-in-fact  in  furtherance  of the foregoing are
hereby ratified and confirmed.

Execution of this power of attorney revokes that certain Power of Attorney dated
as of the 15th day of January 2002 with  respect to the same  matters  addressed
above.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the 30th day of
October 2002.



                                             /s/ George Soros
                                             -----------------------------------
                                             GEORGE SOROS