Declaration of Carol Spooner in Support of Plaintiffs’ Motion to Disqualify Defendants’ Counsel.

I, CAROL SPOONER, do declare as follows:

1. I make this declaration of my own personal knowledge and I am willing and competent to testify to these facts if called upon to do so.

2. I am a plaintiff in the above-entitled action.

3. I personally attended the Pacifica Board of Directors meeting held in Washington, D.C., on June 11, 2000, and I was present throughout the entire meeting as a member of the public. At no time during that board meeting was the subject of hiring the law firm of Epstein, Becker & Green with respect to any matter ever discussed by the directors. The board was not asked to approve or to ratify the hiring of the Epstein, Becker & Green law firm with regard to the Adelson, et al., v. Pacifica Foundation, et al., case now pending in state court, at the June 11, 2000 meeting.

I declare under penalty of perjury under the laws of the United States and the State of California that the foregoing is true and correct.

Executed at Novato, California, this 28^th day of November, 2000.

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CAROL SPOONER