EXHIBIT 3
to SCHEDULE 13G
GAP COINVESTMENT PARTNERS II, L.P.
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
January 3, 2001
POWER OF ATTORNEY
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The undersigned, GAP Coinvestment Partners II, L.P., a
Delaware limited partnership, with its principal office at 0 Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxx Xxxxxx xx Xxxxxxx (the "Partnership"), by its
Managing General Partner, Xxxxxx X. Xxxxxxx, a U.S. citizen, of full legal age,
hereby constitutes and appoints Xxxxxx X. Xxxxxx, a U.S. citizen, of full legal
age, its true and lawful attorney-in-fact and agent, in any and all capacities,
to execute and deliver any and all documents and instruments and to make any
governmental filings on behalf of the Partnership as fully to all intents and
purposes as a General Partner of the Partnership might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact may lawfully do
or cause to be done. This power of attorney shall expire on December 31, 2001.
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Managing General Partner
STATE OF CONNECTICUT )
: ss.
COUNTY OF FAIRFIELD )
On the 3rd day of January 2001, before me personally came
Xxxxxx X. Xxxxxxx, to me known, and known to me to be the individual described
in, and who executed the foregoing document, and he acknowledged to me that he
executed the same.
/s/ Xxxxxx Xxxxxx
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Notary Public
