Declaration of Carol Spooner in Opposition to Defendants’ Motion to Realign Robert Robinson, Aaron Kriegel, Leslie Cagan, Tomas Moran and Peter Bramson as Plaintiffs.

I, CAROL SPOONER, do declare:

1. I am a plaintiff in this matter.

2. Since October 1999, when he was appointed as a director of the Pacifica Foundation, I have repeatedly contacted director Tomas Moran and asked him to take legal action to remove the directors of Pacifica. For reasons best known to him, he has not done so.

3. Since her appointment as a director of Pacifica Foundation in February 2000, I have repeatedly contacted director Leslie Cagan and asked her to take legal action to remove the directors of Pacifica. For reasons best known to her, she has not done so.

4. When I first learned that directors Robinson and Kriegel intended to file suit, I personally contacted directors Bramson, Cagan, and Moran, and asked them to join in their suit. For reasons best known to them, none of them did so.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct of my own personal knowledge. Executed at Novato, California this 26^th day of October, 2000.

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CAROL SPOONER