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                                    EXHIBIT D

                         QUANTUM INDUSTRIAL PARTNERS LDC
                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENT,  that the undersigned QUANTUM INDUSTRIAL PARTNERS
LDC (the "Company"), an exempted limited duration company existing and operating
under the laws of the Cayman Islands does, pursuant to a duly adopted resolution
of its Managing Director, hereby designate, constitute and appoint:

ARMANDO T. BELLY, JODYE ANZALOTTA,  MARYANN CANFIELD, SEAN CULLINAN,  RICHARD D.
HOLAHAN, JR. AND ROBERT SOROS

acting,  singly and not  jointly,  as its true and lawful  agent and attorney in
fact for the purpose of  executing  in its name,  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 or other investments, and any other documents relating
or ancillary  thereto,  including but not limited to, all documents  relating to
filings with 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: (1)
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
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule  13G and  any  amendments  thereto,  (b) any  joint  filing  agreements
pursuant to Rule 13d-1(k),  and (c) any initial  statements of, or statements of
changes in,  beneficial  ownership of securities on Form 3, Form 4 or Form 5 and
(2) any  information  statements  on Form 13F  required to be filed with the SEC
pursuant to Section 13(f) of the Act.

Each  attorney-in-fact  is hereby  authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate  to carry out to the fullest  extent the terms and the intent of the
foregoing.  All  prior  acts  of each  attorney-in-fact  in  furtherance  of the
foregoing are hereby ratified and confirmed.

IN WITNESS  WHEREOF,  the Company has caused this  document to be executed  this
February 13, 2002.

                                     QUANTUM INDUSTRIAL PARTNERS LDC


                                     /s/ Curacao Corporation Company N.V.
                                     -------------------------------------------
                                     Curacao Corporation Company N.V.
                                     Managing Director