EXHIBIT 1
CERTIFICATION OF TRUST
NEW MOON TRUST
BARRY L. GUTERMAN, as Special Trustee of the NEW MOON TRUST,
certifies as follows:
1. CREATION OF TRUST
The Trust was created on June 1, 1995, under a
Declaration of Trust executed on that date ("Trust"),
and amended and restated by instrument dated July 24, 1997.
2. NAME OF TRUST
The name of the Trust is the NEW MOON TRUST.
3. TRUSTEE
The currently acting Trustees of the Trust are JEFFREY
P. SUDIKOFF and JOYCE M. SUDIKOFF. The currently acting
Special Trustee is BARRY L. GUTERMAN. Hereinafter Jeffrey
P. Sudikoff, Joyce M. Sudikoff and Barry L. Guterman are
individually and collectively referred to as the "Trustee"
or "trustee of the Trust."
4. TRUST PROPERTY
The Trustee is now holding as trustee of the Trust one
or more items of real and personal property, both tangible
and intangible, consisting of the community and separate
property of the Trustors, which constitute the Trust
property.
5. REVOCABILITY OF TRUST
The Trust is revocable.
6. POWERS OF TRUSTEES
The Trustee has certain powers which are set forth in
the Declaration of Trust, as amended and restated, including
the following powers pertaining to any and all property held
under the Trust, in addition to those powers which are now
or in the future conferred upon the Trustee under the laws
of the State of California:
1. General Investments. To invest and reinvest
the trust funds in any kind of property (real, personal or
mixed) and every kind of investment which investors of
prudence, discretion and intelligence acquire for their own
account; permissible investments include, but are not
limited to, corporate obligations of any kind, corporate
stocks (preferred or common), mutual funds, mortgage
participations, interests in investment trusts, and shares
in investment companies. In addition, any corporate Trustee
may invest in a common trust fund administered by the
Trustee.
2. Securities Transactions. To purchase
securities on margin, borrow money using securities or any
trust property
as collateral, purchase and sell commodities, purchase and
sell securities options, sell short, and engage in any
transaction involving any combination of these powers.
3. Income-Producing Property. To continue to
hold any income-producing property that the Trustee receives
or acquires under the Trust as long as the Trustee deems
advisable.
4. Non Income Producing Property. To retain,
purchase, or acquire unproductive property.
5. Life Insurance. To retain, purchase, or
acquire life insurance policies on the life of any person
and to exercise all rights of ownership contained in those
policies.
6. Stock and Securities Powers. To have all
rights, powers and privileges of an owner of the securities
held in trust, including, but not limited to, the power to
vote, give proxies, and pay assessments; to participate in
voting trusts, pooling agreements, foreclosures,
reorganizations, consolidations, mergers, liquidations,
sales, and leases, and in connection with such
participation, to deposit securities with and transfer title
to any protective or other committee, as the Trustee may
deem advisable; and to exercise or to sell stock
subscriptions or conversion rights.
7. Title Holding to Trust Assets. To hold
securities or other property in the Trustee's name as
Trustee under the Trust or in the name of a nominee. The
Trustee may also hold securities that are unregistered in
such condition that ownership will pass by delivery.
8. Business Interests Held in Trust. To
continue to hold and operate, to sell, or to liquidate, at
the risk of the trust estate, and at the Trustee's
discretion, any business, partnership interest or capital
stock of any corporation that the Trustee receives or
acquires under any trust established under the Trust. In
connection with the powers given the Trustee under this
subparagraph, the Trustee shall have the power to guarantee
any indebtedness incurred by any such business, partnership
or corporation, to execute and deliver evidences of such
guarantee, and to pledge, hypothecate or otherwise encumber
any part or all of the trust estate to secure payment of any
indebtedness or guarantee, and to repay such indebtedness
out of the trust estate.
9. Real and Personal Property--General Powers.
To manage, control, grant options on, sell (for cash or on
deferred payments, with or without security), convey,
exchange, partition, divide, improve, repair and otherwise
exploit and develop all real and personal trust property.
10. Leases of Trust Property. To lease trust
property for terms within or beyond the term of the Trust
and for any purpose, including but not limited to,
exploration for and removal of gas, oil, and other minerals;
and to enter into community oil leases, pooling, and
unitization agreements.
11. Trust Debts--General Powers. To borrow
money, and to encumber or hypothecate trust property by
mortgage, deed of trust, pledge, or otherwise, for the debts
of the trust or the joint debts of the trust and a co-owner
of trust property; while both Trustors are living, to
guarantee any indebtedness incurred by either or both of
them; and in connection with any guarantee, to execute and
deliver promissory notes or other evidences of such
indebtedness or guarantee of the Trustee.
12. Litigation on Behalf of Trust. To commence
or defend such litigation in connection with the Trust or
any Trust property as the Trustee may deem advisable, at the
expense of the Trust. The Trustee shall also have the power
to compromise, submit to arbitration, abandon, or otherwise
adjust any claims or litigation against or in favor of the
Trust.
13. Employment of Trust Agents. To employ
investment advisors, attorneys, accountants, and any other
agents or advisors to assist the Trustee in the
administration of the Trust.
14. Liability Insurance. To carry insurance of
such kinds and in such amounts as the Trustee deems
advisable, at the expense of the trust estate, in order to
protect the Trust against any damage or loss, and to protect
the Trustee personally against any liability arising from
actions taken in good faith by the Trustee on behalf of the
Trust.
15. Transactions Between Trust and Trustee. To
loan or advance the Trustee's own funds to the Trust for any
trust purpose, with interest at current rates; to receive
security for such loans in the forms of a mortgage, pledge,
deed of trust, or other encumbrance of any assets of the
trust; to purchase assets of the trust at their fair market
value as determined by an independent appraisal of those
assets; to sell the Trustee's own property to the Trust at a
price not in excess of its fair market value as determined
by an independent appraisal; and to lease assets to or from
the Trust for fair rental value as determined by an
independent appraisal.
16. Loans to and from Probate Estate of a Trustor
or Trust Created By Either Trustor. To loan funds or assets
belonging to the Trust to the probate estate of either
Trustor, from one trust to any other trust created under the
Trust, or to any trust created by either or both of the
Trustors, upon such equitable terms and in such amounts as
the Trustee deems advisable.
17. Purchases from Probate Estate of a Trustor or
From Trust Created by Either Trustor. To purchase property
from the probate estate of either Trustor, or from any trust
created by either or both of the Trustors, at its fair
market value.
7. CONFIDENTIALITY OF TRUST
The Trustors intend that this Trust shall be
confidential, and Trustee shall not disclose the names of
any of the beneficiaries without the express written consent
of the Trustors. Additionally, the Trustee cannot furnish a
copy of this Trust to any person or entity without the
express written consent of the Trustors. The purpose of this
provision is to insure the privacy of the Trustors and their
family, and shall in no way be interpreted as an attempt to
mislead any person or entity engaged in a transaction with
the Trust.
1. Trustee is empowered to execute a
certification of trust in accordance with the provisions of
California Probate Code Section 18100.5. The certification
shall comply with the Trustors' desire for confidentiality.
8. NO REVOCATIONS, MODIFICATIONS, OR AMENDMENTS
The Trust has not been revoked, modified, or amended in
any manner which would cause the representations contained
in this certification of Trust to be incorrect.
9. SIGNED BY THE CURRENTLY ACTING SPECIAL TRUSTEE
This Certification is being signed by the currently
acting Special Trustee of the Trust.
10. ACCURACY
This Certification of Trust is a true and accurate
statement of the matters referred to herein.
11. SIGNATURE AUTHORITY
The signature of only one Trustee is required to
exercise the powers of the trustee under the Trust. A
written instruction or written authorization by either of
the Trustors or the Trustees is needed for the Special
Trustee to exercise the powers of the trustee under the
Trust.
I declare under penalty of perjury under the laws of
the State of California that the foregoing is true and
correct.
Date: December 5, 2000
_
BARRY L. GUTERMAN,
Special Trustee
of the New Moon Trust
dated June 1, 1995
