POWER OF ATTORNEY

     The undersigned hereby appoints each of Joseph F. Downes, Monica R. Landry,
Thomas S.  Steyer and Mark C.  Wehrly his true and lawful  attorney-in-fact  and
agent to execute and file with the Securities  and Exchange  Commission any Form
3, Form 4 or Form 5, any amendments thereto or any related  documentation  which
may be  required  to be  filed in his  individual  capacity  as a result  of the
undersigned's  position as managing member of FCMLLC and/or FPLLC,  and granting
unto each said  attorney-in-fact  and agent,  full power and authority to do and
perform  each and  every  act and  thing  which he might or could do in  person,
hereby ratifying and confirming all that each said  attorney-in-fact  and agent,
may lawfully do or cause to be done by virtue  hereof.  The authority of each of
Joseph F. Downes,  Monica R.  Landry,  Thomas S. Steyer and Mark C. Wehrly under
this Power of Attorney shall continue with respect to the undersigned  until the
undersigned  is no longer  required  to File  Forms 3, Forms 4 or Forms 5 unless
revoked earlier in writing.


Date: June 30, 2003                        By: /s/ Derek C. Schrier
                                              ---------------------------
                                                Name: Derek C. Shrier