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EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned BROWN SIMPSON
PARTNERS I, LTD., an exempted limited company organized and existing under the
laws of the Cayman Islands (the "Company"), does, pursuant to duly adopted
resolutions of its Directors dated as of the date hereof, hereby designates,
constitutes and appoints:
MATTHEW C. BROWN of 152 West 57th Street, 40th Floor, New York, NY 10019;
PETER D. GREENE of 152 West 57th Street, 40th Floor, New York, NY 10019;
MITCHELL D. KAYE of 152 West 57th Street, 40th Floor, New York, NY 10019;
EVAN M. LEVINE of 152 West 57th Street, 40th Floor, New York, NY 10019; and
JAMES R. SIMPSON of 152 West 57th Street, 40th Floor, New York, NY 10019,
or any one of them, acting singly and not jointly, as its true and lawful agents
and attorneys-in-fact (each, an "Attorney-in-Fact"), and with full power of
substitution, to take any and all such actions on behalf of the Company as he,
in his sole discretion, considers necessary, advisable or desirable, including,
without limitation, the negotiation, execution and delivery, in the name of and
on behalf of the Company, of any all agreements, deeds, instruments, receipts,
certificates, notes, filings and other documents.
Each Attorney-in-Fact is hereby authorized and empowered to perform all
other acts and deeds that he in his sole discretion deems necessary or advisable
to carry out to the fullest extent the terms and the intent of the foregoing.
This Power of Attorney shall be valid for the period from the date
hereof through December 31, 2001.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as a deed on behalf of the Company this 4th day of April, 2000.
BROWN SIMPSON PARTNERS I, LTD.
By: /S/ EUROPEAN FUND SERVICES LTD.
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European Fund Services Ltd.
Director
