POWER OF ATTORNEY

Know all by these presents, that I hereby constitute and appoint each of Mark B.
Knudson, Greg S. Lea and Adrianus (Jos) Donders my true and lawful attorney-in-fact
and agent, each acting alone, with full power of substitution for me and in my name,
place and stead, to:

1.	execute for me and on my behalf, in my capacity as an officer and/or director
of EnteroMedics Inc, Forms 3, 4 or 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder;

2.	do and perform any and all acts for me and on my behalf which may be necessary
or desirable to complete and execute any such Form 3, 4 or 5, complete and
execute any amendment or amendments thereto and timely file such Form with
the United States Securities and Exchange Commission and any stock exchange
or similar authority; and

3.	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to me, in my best
interest or legally required by me, it being understood that the documents
executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

I hereby grant to each such attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and
purposes as I might or could do if personally present, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights
and powers herein granted.  I acknowledge that the attorneys-in-fact, in serving in such
capacity at my request, are not assuming, nor is EnteroMedics Inc. assuming, any of my
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until I am no longer required
to file Forms 3, 4 and 5 with respect to my holdings of and transactions in securities of
EnteroMedics Inc, unless earlier revoked by me in a signed writing delivered to the attorneys-
in-fact named above.

IN WITNESS WHEREOF, I have signed this Power of Attorney on November 8, 2007.



/s/ Adrianus (Jos) Donders
Adrianus (Jos) Donders