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                                    EXHIBIT A

                                POWER OF ATTORNEY


KNOW  ALL MEN BY  THESE  PRESENT,  that I,  PURNENDU  CHATTERJEE,  hereby  make,
constitute and appoint VIJAY CHAUDHRY as my agent and  attorney-in-fact  for the
purpose  of  executing  in my name or in my  personal  capacity  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  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(f),  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.

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

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 13th day of
February, 2002



                                                   /s/ Purnendu Chatterjee
                                                   -----------------------------
                                                   PURNENDU CHATTERJEE