Exhibit 12
POWER OF ATTORNEY
The undersigned, Susan Ashner (hereinafter referred to as "Ashner")
does hereby make, constitute and appoint the person listed below as Ashner's
true and lawful agent and attorney-in-fact (hereinafter referred to as the
"Attorney") to act in the name and on behalf of Ashner for and with respect to
the matters hereinafter described.
Name of Attorney: Peter Braverman
Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G, Schedule 14A
or Forms 3, 4 and 5 or any amendments thereto required to be filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, any notice letter to Burnham Pacific Properties, Inc. ("BPP") setting
forth a slate of directors, or consent to serve as a director of BPP or any
group agreement with respect to the foregoing on behalf of Ashner with regard to
any securities owned by Ashner or any of Ashner's affiliates.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgements, consents and other agreements and to take such
further action as may be necessary or convenient for Ashner in order to more
effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon Ashner without attestation. The Power of Attorney conferred hereby shall
not be delegable by Attorney.
Unless revoked by Ashner, this Power of Attorney shall be governed
under the laws of the State of New York and the authority of Attorney hereunder
shall terminate on September 1, 2003.
IN WITNESS WHEREOF, Ashner has caused this Power of Attorney to be
executed and attested as of the 11th day of August, 2000.
/s/ Susan Ashner
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Susan Ashner
Attest:
/s/ John Alba
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Name: John Alba
