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                                   EXHIBIT CCC

                                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, Maryann Canfield, Sean
   Cullinan, 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 but not limited
   to, all documents  relating to filings with the  Commodities  Futures Trading
   Commission and National Futures Association, the United States Securities and
   Exchange Commission (the "SEC") pursuant to the Commodities  Exchange Act and
   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 information
   statements  on Form 13F required to be filed with the SEC pursuant to Section
   13(f) of the Act.

   All past acts of the  attorney-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 27th day of January  2000 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 15th day of
   January, 2002.



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