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