LAST WILL AND TESTAMENT

OF

GAR D. GUTTMAN

I, GAR D. GUTTMAN, residing in New York County, New York, do hereby make,

publish and declare this to be my Will.

FIRST: I hereby revoke all prior Wills and Codicils made by me.

SECOND: I direct that all estate, inheritance, transfer, legacy, succession, and other

death taxes of any nature including any additional estate tax on excess retirement accumulation

(including any interest or penalties thereon) imposed with respect to all property taxable by

reason of my death, whether or not such property passes under this Will shall be paid from my

residuary estate as an expense of administration.

THIRD: A. I give and bequeath my eighteen (18)-karat gold Rolex

wristwatch to my nephew, DAVID GUTTMAN, if he survives me, and, if he predeceases me,

to my nephew, JEFFREY GUTTMAN, if he survives me.

B. I give and bequeath my Omega wristwatch to my nephew,

WILLIAM GUTTMAN, if he survives me, and, if he predeceases me, to my nephew,

JEFFREY GUTTMAN, if he survives me.

C. I give and bequeath my eighteen (18)-karat white and yellow

gold cufflinks, my fourteen (14)-karat gold cufflinks, with four (4) sapphires in each, my gold

and jade cufflinks, and my collectible toy red fire engine truck, to my nephew, JEFFREY

GUTTMAN, if he survives me, and if he predeceases me, to his issue, then living.

D. I give and bequeath my six (6) piece sterling silver flatwear

service for sixteen (16) to my niece, AMY GUTTMAN, if she survives me.

E. I give and bequeath the balance of my personal and household

effects of every kind, including without limitation, furniture, furnishings, pictures, books,
jewelry, objects of art, automobiles and the like, together with all insurance policies relating

thereto, to my life partner, DEBRA A. JARET, if she survives me. If my life partner

DEBRA, predeceases me, I give and bequeath all of my personal property to my siblings,

GARY W. GUTTMAN, JON R. GUTTMAN and PATRICIA SIEGEL, in equal shares, per

stirpes.

FOURTH: All the rest, residue and remainder of my estate, whether real, personal

or mixed, of whatever kind and nature and wherever situated, of which I may die seized or

possessed, or to which I may be or become entitled at the time of my death, or to which I may

have the power to appoint or dispose of by Will, including any gifts, bequests, devises or

legacies under this Will which may have lapsed (herein referred to as my "residuary estate"), I

give, devise and bequeath to my life partner, DEBRA A. JARET, if she survives me. If my

life partner, DEBRA, predeceases me, then I give, devise and bequeath my residuary estate to

my siblings, GARY W. GUTTMAN, JON R. GUTTMAN and PATRICIA SIEGEL, in

equal shares, per stirpes.

FIFTH: The bequests for my life partner, DEBRA A. JARET, provided for in

Articles "THIRD" and "FOURTH" of this, my Will, shall be effective and applicable only in

the event that at the time of my death, DEBRA, and I were living together as life partners,
unless we were not living together because either she or I was hospitalized, institutionalized or

living in a nursing home, assisted living or other similar type full-time care facility because of

incapacity or poor mental or physical health. In the event the bequests and devises to DEBRA

shall fail, then the bequests and devises referred to in this Article shall be added to and become

part of my residuary estate, devised and bequeathed to my siblings, GARY W. GUTTMAN,

JON R. GUTTMAN and PATRICIA SIEGEL, in equal shares, per stirpes.

SIXTH: A. In the administration of any property, real or personal, forming a

part of my estate, whether owned by me at the time of my death or subsequently acquired by

my executors, including any accumulated income thereof, my executors in addition to and not

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by way of limitation of the powers provided by law, shall, except as otherwise provided in this

my Will, have the following powers to be exercised in their absolute discretion:

1. To purchase or otherwise acquire and to retain any and all stock,

bonds, notes, or other securities, or any such variety of real or personal
property, including interest in common trust funds and securities of, or
other interests in, investment companies or investments trusts, and any
money market deposit or similar account or securities, or in one or more
mutual funds or similar investments, whether or not such investments be
of the character permissible for investments by fiduciaries and without
regard to the effect any such investment or reinvestment may have upon
the diversification of investments.

2. To sell, lease, pledge, mortgage, transfer, exchange, convert or

otherwise dispose of, or grant options with respect to, any and all
property at any time forming a part of my estate, for any purposes, for
any prices and upon any terms, credits and conditions.

3. To borrow money from any lender, or any fiduciary at any time

acting hereunder, for any purpose connected with the protection,
preservation or improvement of my estate, and as security, to mortgage or
pledge any real or personal property forming a part of my estate, upon
any terms and conditions.

4. To compromise and adjust any claims or demands of my estate

against others or of others against my estate.

5. To determine to what extent receipts should be deemed income or

principal, whether or to what extent expenditures should be charged
against principal or income, and what other adjustments should be made
between principal and income.

6. To make distributions in kind (including in satisfaction of pecuniary

bequests) and to cause any distribution to be composed of cash, property
or undivided shares in property different in kind from any other
distribution without regard to the income tax basis of the property
distributed to any beneficiary.

7. To retain themselves, or any affiliate, to render legal,

paralegal, accounting, valuation, brokerage or other
services to my estate, and to pay reasonable
compensation for such services without regard to any
commissions or other compensation such professional
may be entitled to receive as compensation for their
services as executors.

8. To execute and deliver such instruments as may be necessary to carry

out any of these powers.

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 B. No person dealing with my executors shall be bound to see to

the application or disposition of cash or other property transferred to my executors or to

inquire into the authority for or propriety of any action by my executors.

SEVENTH: If any person named or referred to in this, my Will, and I shall die under

such circumstances that it is difficult or impossible to determine who predeceased the other, or

shall survive me but shall die within sixty (60) days after the date of my death, then I direct

that the terms and provisions of this, my Will, shall be construed as though I had survived such

other person and that my estate shall be administered and distributed in all respects

accordingly.

EIGHTH: If, pursuant to this Will, all or any part of my estate shall vest in

absolute ownership in a person or persons, under the age of twenty-one (21) years, I authorize

and empower my executors, in their sole and absolute discretion, to hold the property so vested

in such beneficiary, or any part thereof, in a separate fund for the benefit of such beneficiary,

and to invest and reinvest the same, collect the income therefrom and, while such beneficiary

shall be under twenty-one (21) years, to apply so much or all of the principal thereof and so

much or all of the net income therefrom and any accumulated income, to or for the support,

education and maintenance of such beneficiary, as my executors shall in their sole and absolute
discretion see fit, and to accumulate, invest and reinvest the balance of said income until such

beneficiary shall attain the age of twenty-one (21) years, and thereupon to pay over the then

principal, together with any accumulated income, to such beneficiary, and if such beneficiary

shall die before attaining the age of twenty-one (21) years, then upon the death of such

beneficiary, the then principal, together with any accumulated income, shall be paid over to the

estate of such beneficiary. The authority conferred upon my executors by this Article shall not

operate to suspend the absolute ownership of such property by such beneficiary or to prevent

the absolute vesting thereof in such beneficiary. With respect to any such property which shall

vest in absolute ownership in a beneficiary or beneficiaries but which shall be held by my

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executors as authorized in this Article, my executors shall have all the powers conferred by the

other provisions of this Will, including without limitation, the power to retain, invest and

reinvest without being limited to investments authorized by law for trust funds and shall be

entitled to receive such compensation as they would be entitled to receive if they were holding

the property as trustees of a separate trust under this Will.

NINTH: Whenever in this Will my executors are authorized or permitted to pay

or apply any income or principal for the benefit of a beneficiary under twenty-one (21) years

of age, my executors are authorized, among other methods, to pay all or any part of such

income and principal at any time and from time to time directly to such beneficiary, or to a

parent of such beneficiary, or to a guardian of such beneficiary, or to a custodian of such

beneficiary under the Uniform Transfers to Minors Act, or to the person with whom such

beneficiary may reside, or to such other person having the care and control of such beneficiary,

without bond or security, and my executors shall not be bound to see to the application or use

of any payments so made.

TENTH: A. I appoint as sole executrix of this, my Will, my life partner,

DEBRA A. JARET. In the event my life partner, DEBRA, predeceases me, fails to qualify or

ceases to act for any reason as such executrix, then I appoint my brother, GARY W.
GUTTMAN, and my sister, PATRICIA SIEGEL, as substitute or successor co-executors in

her place and stead.

B. My executors acting jointly or the last or remaining executor,

shall have the power, while serving as executors, to appoint one or more persons, a corporation

or both, to serve as successor executors or to appoint co-executors, who shall have the same

authority as if appointed in this instrument. Any appointment made pursuant to this Paragraph

shall be evidenced by an instrument in writing, signed and acknowledged by the designating

party and any such appointment may be revoked by the designating party by an instrument of

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revocation similarly made. Such revocation, however, to be effective, must occur before the

designating party shall have qualified as an executor.

C. I direct that no bond or other security shall be required in any

jurisdiction of any executor or substitute or successor executor named herein or appointed

pursuant to the provisions of this Will.

D. I direct that no bond shall be required in connection with any

application by an executor for the advanced payment of commissions by an executor, named

herein or appointed pursuant to the provisions of this Will.

E. Any power or authority including any discretion conferred upon

my executors by this Will may be exercised by such of them as qualify and be acting

hereunder as executor from time to time, and by the survivor or survivors, or the successor or

successors of them.

F. Any executor may at any time resign upon filing with the other

fiduciaries under my Will and with the court having jurisdiction over the administration of my

estate, and having jurisdiction over the records of my estate, a written resignation subscribed

by him and giving notice thereof to the other fiduciaries.

G. No person dealing with my executors shall be required to see to

the application or disposition by my fiduciaries of any cash or property transferred or delivered

to or on the other of my fiduciaries, nor shall any such person be required to inquire into the

authority for or propriety of any action by my fiduciaries.

H. If, in any proceeding for the probate of this Will or for the

judicial or non-judicial settlement of an accounting by any fiduciary at any time acting

hereunder or in any other proceeding brought by any fiduciary at any time acting hereunder,

any party to such proceeding shall be a person under a disability, service of process upon such

person or any other participation by such person under a disability in such proceeding shall not

be required if there is another person, not under a disability, who is a party to such proceeding,

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who is not an accounting party and who has the same or similar interest as the person under a

disability.

I. Insofar as may be permitted by law, none of my executors shall

be liable for any act or omission in connection with the administration of my estate or powers

hereunder, nor for any loss or injury to any property held in or under my estate or powers,

except for his, her or their gross negligence or willful misconduct, and none of my executors

shall be responsible for any act or omission of any other executor.

J. The word "executors" and the pronouns therefor as used herein

shall be construed as masculine or feminine, or singular or plural, as the sense requires, and to

include all successors and substitutes hereunder.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal this

day of June 2007.

(L.S.)
GAR D. GUTTMAN

The foregoing instrument, consisting of seven (7) typewritten pages,

including this page, was on the date thereof signed, sealed, published and
declared by GAR D. GUTTMAN, the Testator, as and for his Last Will and
Testament in the presence of us who, at his request, in his presence and in
the presence of each other, have hereunto subscribed our names as
witnesses thereto.

residing at 50 Joyce Road

Joseph H. Gruner
Hartsdale, NY 10530

residing at 50 Joyce Road

Toby Gruner
Hartsdale, NY 10530

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STATE OF NEW YORK )
.ss.:
COUNTY OF NEW YORK )

Joseph H. Gruner and Toby Gruner, each of the undersigned,

individually and severally, being duly sworn, deposes and says:

The within Will was subscribed in our presence and sight at the end thereof by GAR D.
GUTTMAN, the within named Testator, on the day of June 2007, at the law office of
Joseph H. Gruner, P.C., 370 Lexington Avenue, Suite 308, New York, NY 10017.

Said Testator at the time of making such subscription declared the instrument so
subscribed to be his last Will.

Each of the undersigned thereupon signed his or her name as a witness at the end of
said Will, at the request of said Testator and in his presence and sight and in the presence and
sight of each other.

Said Testator was, at the time of so executing said Will, over the age of eighteen (18)
years, and, in the respective opinions of the undersigned, of sound mind, memory and
understanding and not under any restraint or in any respect incompetent to make a Will.

Said Testator, in the respective opinions of the undersigned, could read, write and
converse in the English language and was suffering from no defect of sight, hearing or speech,
or from any other physical or mental impairment which would affect his capacity to make a
valid Will. The Will was executed as a single, original instrument and was not executed in
counterparts.

Each of the undersigned was acquainted with said Testator at such time, and makes this
affidavit at his request.

The within Will was shown to the undersigned at the time this affidavit was made, and
was examined by each of them as to the signatures of said Testator and of the undersigned.

The foregoing instrument was executed by said Testator and witnessed by each of the
undersigned affiants under the supervision of Joseph H. Gruner, an attorney-at-law.

Joseph H. Gruner

Toby Gruner

Sworn to before me this

day of June 2007

NOTARY PUBLIC
 COMPREHENSIVE

PERSONAL HEALTH CARE DECISIONS DECLARATION

and

HEALTH CARE PROXY

I, GAR D. GUTTMAN, currently a resident of the State of New York, after thoughtful
consideration, hereby make known my directions to my family, all physicians, hospitals and
other health care providers and any Court or Judge with respect to my future medical care and
my common law right to bodily self-determination, as well as my statutory and regulatory rights
to exercise informed consent and informed refusal to medical treatment and interventions.

I have decided to forego all life-sustaining treatment if:

1. I shall sustain substantial and irreversible loss of mental capacity and my

attending physician is of the opinion that I am unable to eat and drink without
medical assistance and it is highly unlikely that I will regain the ability to eat and
drink without medical assistance; or

2. My personal or attending physician is of the opinion that I have an incurable or

irreversible condition which is likely to cause my death within a relatively short
time (within a year or so), and I am unable for any reason to communicate my
desires as to what procedures should or should not be administered to me.

In the event it is determined that I fall within either of the above categories, I direct that I
not be given any medical procedures or treatments or interventions that only serve to prolong the
process of dying and the same shall be withheld or withdrawn. Included in these medical
procedures, treatments and interventions are, by way of example and not by way of limitation,
such things as cardiopulmonary resuscitation, transplantation, amputation, artificial respiration,
artificial hydration, artificial nutrition, etc. In such circumstances, I consent to an order not to
resuscitate, as that term is defined in New York Public Health Law Section 2961, and direct that
such an order be placed in my medical records.

My foregoing directives do not preclude the administration to me of appropriate medical

and other treatment, including intubation, in the event food or other removable blockage causes
me to aspirate or choke. Neither does it prohibit assistance being rendered to me in order that I
may eat and drink food and liquids in an ordinary and normal oral fashion. Nor do my foregoing
directives preclude the administration to me of medication for my health, comfort, and day-to-
day activities. This shall include the administration of medication that is necessary and/or
desirable to alleviate pain and bring me comfort even if my life may be shortened thereby. Nor
do my foregoing directives prevent the administration to me of medications and treatments
required to cure or alleviate such things as influenza, depression, arthritis, and other similar type
illnesses for which palliatives and remedies are readily available and widely accepted.
 My decision not to have medical procedures, treatments and other interventions as
hereinabove set forth shall apply, for example but not by way of limitation, to situations such as
where my brain is dead, and/or where my brain is damaged to the extent that I am accurately
diagnosed as being in a "permanently unconscious" and/or a "persistent vegetative state" even
though a prognosis could be made that I might exist in such state for longer than a year or so.
Moreover, if I should have any of the terminal and/or other serious conditions described or
alluded to herein, and I am unable to use my own body muscles and gag reflex to swallow and
digest food in a normal fashion, I do not wish to be fed by artificial means, such as intravenously
or by the insertion of tubes into any other part of my body. My directives herein shall not
preclude a physician or health-care professional from acting to the fullest extent necessary to
preserve my life where I have either consented in advance to surgery or treatment or am
presented to said physician or health-care professional in an emergency situation where they lack
prior knowledge of my directives and there is no time because of such emergency to ascertain
my wishes. However, in any such event, said physicians and health-care professionals, as well as
other persons involved in any such event, shall be bound by this Personal Health Care Decisions
Declaration in the event said surgery or emergency treatment leaves me in any terminal or
serious conditions as described or alluded to herein with respect to the withdrawal of medical
treatment and interventions.

I recognize that when life-sustaining treatment such as the administration of nourishment

and liquids intravenously or by tubes connected to my digestive tract, is withheld or withdrawn
from me, I will-may die of dehydration and malnutrition. After such life-sustaining treatment is
withheld or withdrawn, all available medication for relief of pain and for my comfort shall be
administered to me even if I am rendered unconscious and my life is shortened thereby.

I wish to die at home and not in a hospital and I do not want to be transferred to a hospital
unless my condition makes it impractical for me to be treated at home, as may be the case during
severe hemorrhage, or extreme restlessness, convulsions or unmanageable pain. In such case,
then as soon as possible, I want to be sent back home.

I recognize that there may be many instances besides those described above in which the
compassionate practice of good medicine dictates that life-sustaining treatment be withheld or
withdrawn and I do not intend that this document be construed as an exclusive enumeration of
the circumstances in which I have decided to forego life-sustaining treatment.

This instrument and the instructions herein contained may be revoked by me at any time
and in any manner. However, no physician, hospital or other health care provider who withholds
or withdraws life-sustaining treatment in reliance upon this Personal Health Care Decisions
Declaration or upon my personally communicated instructions without actual knowledge that I
have countermanded these instructions shall have any liability or responsibility to me, my estate
or any other person for having withheld or withdrawn such treatment.

I am in full command of my faculties, I make this Personal Health Care Decisions

Declaration in order to furnish clear and convincing proof of the strength and durability of my
determination to forego life-sustaining treatment in the circumstances described above. I
emphasize my firm and settled conviction that I am entitled to forego such treatment in the
exercise of my right to determine the course of my medical treatment. My right to forego such
treatment is paramount to any responsibility of any health care provider or the authority of any
Court or Judge to attempt to force unwanted medical care upon me.

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 I direct that my family, all physicians, hospitals and other health care providers and any
Court or Judge honor my decision that my life not be artificially extended by mechanical means
in the circumstances described above, and that if there is any doubt as to whether or not life-
sustaining treatment is to be administered to me after I have sustained substantial and irreversible
loss of mental capacity, such doubt is to be resolved in favor of withholding or withdrawing such
treatment.

I have discussed this document with my life partner, DEBRA A. JARET, and if any
interpretation of this document is ever necessary, she is authorized to interpret it. If for any
reason my life partner, DEBRA A. JARET, shall be or become unable to interpret this
document, I have also discussed this document with my brother, GARY W. GUTTMAN, and
my sister, PATRICIA SIEGEL, and they are also authorized to interpret it.

I hereby also declare this instrument to be my durable Health Care Proxy and appoint as
my health care agent my life partner, DEBRA A. JARET, currently residing at 207 East 74th
Street, Apartment 4H, New York, NY 10021, whose current telephone number is 212-472-7312,
and grant to her as my agent, the power, among other things, to communicate and enforce my
personal health care decisions. I also nominate herein said agent to be my medical proxy and/or
surrogate decision maker as the same is permitted by law in New York or by any other federal or
states' laws at the time I may have need of them. If my life partner, DEBRA A. JARET, is
unable to act as my health care agent for any reason whatsoever, I hereby appoint my brother,
GARY W. GUTTMAN, currently residing at 113 West 89th Street, Apartment 4B, New York,
NY 10024, whose current telephone number is 212-874-3739, and my sister, PATRICIA
SIEGEL, currently residing at 245 East 63rd Street, Apartment 1501, New York, NY 10021,
whose current telephone number is 212-644-4157, one at a time and in the order set forth above,
as my successor health care agents in her place and stead.

I give, where permitted by law, the authority to my aforesaid health care agent to make
medical decisions for me if I am unable so to do and have not provided herein for the specific
situation at hand at the relevant time. Such decisions shall be made insofar as possible to
conform to my wishes which may be garnered from the tone and overall thrust of this written
instrument. Whatever decision said health care agent or court of law may be called upon to
make, I do not wish to be kept alive if a reasonable diagnosis can be made that I will be unable to
participate in a meaningful fashion in taking care of myself because of any mental and/or
physical condition sustained by me which is not curable or treatable so as to permit me to control
my life and activities.

My above named health care agent acting in any such capacities or under any court
appointment such as, for example, conservator or committee, shall have all necessary powers to
retain physicians competent to make any diagnoses upon which the exercise of my right to
bodily self-determination and/or informed consent or informed refusal shall be effected under
this Personal Health Care Decisions Declaration and Health Care Proxy in the event I am unable
to do so, and to compensate said physicians for their reasonable professional fees from my estate
howsoever held at the relevant time.

In order to ensure that my health care decisions will be carried out even if I am no longer
able to communicate them myself by reason of mental and/or physical disability, I have
subscribed this Personal Health Care Decisions Declaration and Health Care Proxy in the
presence of witnesses and a notary public. I have affirmed to them that the contents of this
Personal Health Care Decisions Declaration and Health Care Proxy reflect my personal wishes.

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 For the same reasons I hereby agree and direct for myself, my heirs, executors, legal
representatives, guardians and assigns, that any physician, health-care professional, worker,
hospital, hospice, nursing home and/or other health-related facility or institution acting hereunder
in good faith and with due care shall be held harmless of and from any claim by any third party
on account of their or its actions in giving effect to my health care decisions expressed and/or
encompassed herein and their good faith reliance hereon in carrying out my wishes.

I further direct that my estate, heirs, lawful representatives, agents, guardians and assigns
shall have full power to maintain any action at law or in equity against any of the above said
persons or entities who act in contravention of my directives expressed herein or hereafter
appointed, and to seek damages as well as recoupment of any and all expenses and costs that
they or I or my estate may have incurred for treatment and procedures performed in direct
contravention of my instructions herein, and for any other related costs, expenses, fees, and such
other and different relief allowed in courts of law and/or equity. Notwithstanding the foregoing,
there shall be no such claim made against any such person and/or entity who for policy and/or
religious reasons cannot comply with my directives, provided, however, that said persons and/or
entities unable to comply with my directives shall as promptly and expeditiously as possible
transfer me to a facility and/or a physician who will adhere to and carry out my directives
contained herein.

I further direct that if a formal court proceeding becomes necessary to appoint an official
surrogate decision maker, medical proxy, conservator or committee to act on my behalf, that my
health care agent hereinabove appointed be so appointed to serve as such. I also direct that my
said health care agent and any other person acting in any such capacity shall carry out my wishes
and directives as expressed herein and not substitute his/her or the court's objective or subjective
judgment concerning these issues of mine.

In the event any court proceeding or other type of hearing becomes necessary or is held to
enforce my decisions hereunder or any ethics board or other type of hearing is convened, I direct
that this Declaration be used therein as "clear and convincing evidence" of my wishes and
determination in any matter concerning any state constitutional right I may have to privacy as it
relates to the giving, refusal of, or withholding of medical treatment, any federal constitutional
right that I may now have or which may be enunciated in the future concerning the same, any
common law right I may have to bodily self-determination, and any contractual, civil, statutory
and/or regulatory rights or benefits, direct or as a third-party beneficiary, that I may have to
exercise my informed consent and informed refusal to medical treatment, procedures and
interventions.

As used herein the term "an incurable or irreversible condition that is likely to cause my
death within a relatively short time" means an incurable or irreversible condition that, without
the administration of invasive medical procedures which only serve to prolong the process of
dying, will, in the opinion of two (2) qualified physicians named by me at any time or retained
by my above named health care agent acting as such or in any similar capacity pursuant to court
or other authority or delegation, no doubt result in my death within the said relatively short time.
I direct that the said physicians make such decision without considering the possibilities of
extending my life by use of invasive or artificial life-sustaining treatments, procedures,
interventions, and/or equipment whatsoever.

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 This Personal Health Care Decisions Declaration and Health Care Proxy has been read in
full by me. I have had a full opportunity to ask any and all questions concerning the contents and
effect of this instrument and the same have been answered fully to my satisfaction. I state that I
fully understand and agree with the language and intent of this my Personal Health Care
Decisions Declaration and Health Care Proxy.

This Personal Health Care Decisions Declaration and Health Care Proxy shall be
governed in all respects in accordance with the laws of the State of New York. I also direct any
court of competent jurisdiction to whose attention it is brought to apply the doctrines of comity
and/or good faith credit wheresoever in the United States of America or in any other part of the
world this Personal Health Care Decisions Declaration and Health Care Proxy is sought to be
enforced so as to give it the effect it would be accorded in the highest court of the State of New
York.

My health care agent shall be a personal representative of mine under the Health
Insurance Portability and Accountability Act of 1996 (HIPAA). As such, my agent has the same
rights to inspect and obtain copies of any medical or other health information as I would have.
My agent also has the right to authorize disclosure of my patient records and other medical or
health information subject to and protected under HIPAA.

[L.S.]
GAR D. GUTTMAN

The foregoing instrument, consisting of five (5) typewritten pages, including this page,
was on the day of June 2007, SUBSCRIBED, SEALED, PUBLISHED AND
DECLARED, by the above-named Declarant to be as and for his Personal Health Care Decisions
Declaration and Health Care Proxy in our presence and we, at his request, in his presence, and in
the presence of each other, signed our names and affixed our addresses hereto as attesting
witnesses.

residing at 50 Joyce Road

Joseph H. Gruner
Hartsdale, NY 10530

residing at 50 Joyce Road

Toby Gruner
Hartsdale, NY 10530

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STATE OF NEW YORK )
.ss: ACKNOWLEDGMENT
COUNTY OF NEW YORK )

On the day of June in the year 2007, before me, the undersigned, personally
appeared, GAR D. GUTTMAN, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.

NOTARY PUBLIC

JOSEPH H. GRUNER
Notary Public, State of New York
No. 60-4519803
Qualified in Westchester County
Commission Expires March 30, 2010

 
 HEALTH CARE PROXY

(1) I, GAR D. GUTTMAN, currently residing at 207 East 74th Street,

Apartment 4H, New York, NY 10021, hereby appoint my life partner, DEBRA A.
JARET, currently residing at 207 East 74th Street, Apartment 4H, New York, NY
10021, whose current telephone number is 212-472-7312, as my health care agent
to make any and all health care decisions for me, except to the extent that I have
herein stated otherwise. This proxy shall take effect when and if I become unable
to make my own health care decisions.

(2) I direct my health care agent to make health care decisions in accord with
my wishes and limitations which I have made known to him or her.

(3) Without in any way limiting the absolute discretion granted to my health
care agent by this proxy, I grant my health care agent the sole and absolute
discretion to make decisions about artificial nutrition, hydration, resuscitation and
similar health care decisions.

(4) In the event my life partner, DEBRA A. JARET, is unable, unwilling or

unavailable to act as my health care agent, I appoint my brother, GARY W.
GUTTMAN, currently residing at 113 West 89 th Street, Apartment 4B, New York,
NY 10024, whose current telephone number is 212-874-3739, and my sister,
PATRICIA SIEGEL, currently residing at 245 East 63rd Street, Apartment 1501,
New York, NY 10021, whose current telephone number is 212-644-4157, one at a
time and in the order set forth above, as substitute or successor health care agents
with all the powers herein granted to my life partner, DEBRA.

(5) Unless I revoke it, this proxy shall remain in effect indefinitely.

(6) My health care agent shall be a personal representative of mine under the
Health Insurance Portability and Accountability Act of 1996 (HIPAA). As such,
my agent has the same rights to inspect and obtain copies of any medical or other
health information as I would have. My agent also has the right to authorize
disclosure of my patient records and other medical or health information subject
to and protected under HIPAA.

Signature
Dated: June , 2007 GAR D. GUTTMAN

Statement by Witnesses (must be 18 or older)

We declare that the person who signed this document is personally known to us
and appears to be of sound mind and acting of his own free will. He signed (or
asked another to sign for him) this document in our presence.

Witness

Address 50 Joyce Road

Hartsdale, NY 10530

Witness

Address 50 Joyce Road

Hartsdale, NY 10530
 DURABLE GENERAL POWER OF ATTORNEY
NEW YORK STATUTORY SHORT FORM
THE POWERS YOU GRANT BELOW CONTINUE TO BE EFFECTIVE
SHOULD YOU BECOME DISABLED OR INCOMPETENT

CAUTION: THIS IS AN IMPORTANT DOCUMENT. IT GIVES THE PERSON

WHOM YOU DESIGNATE (YOUR "AGENT") BROAD POWERS TO HANDLE YOUR

PROPERTY DURING YOUR LIFETIME, WHICH MAY INCLUDE POWERS TO

MORTGAGE, SELL, OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL

PROPERTY WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL BY YOU.

THESE POWERS WILL CONTINUE TO EXIST EVEN AFTER YOU BECOME

DISABLED OR INCOMPETENT. THE POWERS LISTED IN SUBDIVISIONS (A)

THROUGH (Q) BELOW ARE EXPLAINED MORE FULLY IN NEW YORK GENERAL

OBLIGATIONS LAW, ARTICLE 5, TITLE 15, SECTIONS 5-1502A THROUGH 5-1503,

WHICH EXPRESSLY PERMIT THE USE OF ANY OTHER OR DIFFERENT FORM OF

POWER OF ATTORNEY.

THIS DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL

OR OTHER HEALTH CARE DECISIONS FOR YOU. YOU MAY EXECUTE A

HEALTH CARE PROXY TO DO THIS.

IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT

UNDERSTAND, YOU SHOULD ASK A LAWYER TO EXPLAIN IT TO YOU.

THIS is intended to constitute a DURABLE GENERAL POWER-OF-ATTORNEY

pursuant to Article 5, Title 15, of the New York General Obligations Law:

I, GAR D. GUTTMAN, currently residing at 207 East 74th Street, Apartment 4H, New

York, NY 10021, do hereby nominate and appoint my life partner, DEBRA A. JARET, currently

residing at 207 East 74th Street, Apartment 4H, New York, NY 10021, whose current telephone

number is 212-472-7312, my ATTORNEY-IN-FACT TO ACT IN MY NAME, PLACE AND

STEAD in any way which I myself could do, if I were personally present, with respect to all of
the following matters as each of them is defined in Title 15 of Article 5 of the New York General

Obligations Law and to the extent that I am permitted by law to act through an agent:

(DIRECTIONS: INITIAL IN THE BLANK SPACE TO THE LEFT OF YOUR

CHOICE ANY ONE OR MORE OF THE FOLLOWING LETTERED SUBDIVISIONS
AS TO WHICH YOU WANT TO GIVE YOUR AGENT AUTHORITY. IF THE BLANK
SPACE TO THE LEFT OF ANY PARTICULAR LETTERED SUBDIVISION IS NOT
INITIALED, NO AUTHORITY WILL BE GRANTED FOR MATTERS THAT ARE
INCLUDED IN THAT SUBDIVISION.

ALTERNATELY, THE LETTER CORRESPONDING TO EACH POWER YOU

WISH TO GRANT MAY BE WRITTEN OR TYPED ON THE BLANK LINE IN
SUBDIVISION "(Q)", AND YOU MAY THEN PUT YOUR INITIALS IN THE BLANK
SPACE TO THE LEFT OF SUBDIVISION "(Q)" IN ORDER TO GRANT EACH OF
THE POWERS SO INDICATED.

{ } (A) REAL ESTATE TRANSACTIONS;

{ } (B) CHATTEL AND GOODS TRANSACTIONS;

{ } (C) BOND, SHARE AND COMMODITY TRANSACTIONS;

{ } (D) BANKING TRANSACTIONS;

{ } (E) BUSINESS OPERATING TRANSACTIONS;

{ } (F) INSURANCE TRANSACTIONS;

{ } (G) ESTATE TRANSACTIONS;

{ } (H) CLAIMS AND LITIGATION;

{ } (I) PERSONAL RELATIONSHIPS AND AFFAIRS;

{ } (J) BENEFITS FROM MILITARY SERVICE;

{ } (K) RECORDS, REPORTS AND STATEMENTS;

{ } (L) RETIREMENT BENEFIT TRANSACTIONS;

{ } (M) MAKING GIFTS TO MY SPOUSE, CHILDREN AND

MORE REMOTE DESCENDANTS, AND PARENTS,
NOT TO EXCEED IN THE AGGREGATE $10,000
TO EACH OF SUCH PERSONS IN ANY YEAR;

{ } (N) TAX MATTERS;

{ } (O) ALL OTHER MATTERS;

-2-
{ } (P) FULL AND UNQUALIFIED AUTHORITY TO MY
ATTORNEY(S)-IN-FACT TO DELEGATE ANY
OR ALL OF THE FOREGOING POWERS TO
ANY PERSON OR PERSONS WHOM MY ATTORNEY(S)-
IN-FACT SHALL SELECT;

{ } (Q) EACH OF THE ABOVE MATTERS IDENTIFIED

BY THE FOLLOWING LETTERS: A,B,C,D,E,F,G,H,I,J,K,L,M,N,O,P

To induce any third-party, such as by way of example and not by way of limitation, a
banking, insurance, brokerage, or other financial institution, health care professional, facility or
entity, attorney, accountant et al., to act hereunder, I hereby agree that any such third-party
receiving a duly executed copy or facsimile of this instrument may act hereunder, and that
revocation or termination hereof shall not be effective as to such third-party unless and until
actual notice or knowledge of such revocation or termination shall have been received by such
third-party; and I, for myself and for my heirs, executors, legal representatives and assigns,
hereby agree to indemnify and hold harmless any such third-party acting in good faith from and
against any and all claims that may arise against such third-party by reason of such third-party
having relied on the provisions of this instrument.

If a guardian of my person or property is to be appointed, I nominate the ATTORNEY(S)-

IN-FACT then serving under this Power of Attorney as such guardian, to serve without bond or
security.

If my life partner, DEBRA A. JARET, is unable to act as my ATTORNEY-IN-FACT

hereunder for any reason whatsoever, I do hereby nominate and appoint my brother, GARY W.
GUTTMAN, currently residing at 113 West 89th Street, Apartment 4B, New York, NY 10024,
whose current telephone number is 212-874-3739, and my sister, PATRICIA SIEGEL,
currently residing at 245 East 63rd Street, Apartment 1501, New York, NY 10021, whose current
telephone number is 212-644-4157, as my successor ATTORNEYS-IN-FACT in her place and
stead.

(If more than one agent is designated, CHOOSE ONE of the following two choices by
putting your initials in ONE of the blank spaces to the left of your choice:)

[ ] Each agent may SEPARATELY act.

[ ] All agents must act TOGETHER.

(If neither blank space is initialed, the agents will be required to act TOGETHER)

I am fully informed as to all the contents of this document and understand the full import
of this grant of powers to my ATTORNEY(S)-IN-FACT.

This Durable Power of Attorney shall not be affected by my subsequent disability or

incompetence.

-3-
 This Durable General Power of Attorney may be revoked by me at any time.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed my seal this
day of June 2007.

L.S.
GAR D. GUTTMAN
Principal

STATE OF NEW YORK )

.ss:
COUNTY OF NEW YORK )

On the day of June in the year 2007, before me, the undersigned, personally
appeared, GAR D. GUTTMAN, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.

NOTARY PUBLIC

JOSEPH H. GRUNER
Notary Public, State of New York
No. 60-4519803
Qualified in Westchester County
Commission Expires March 30, 2010

-4-
 DURABLE GENERAL POWER OF ATTORNEY
THE POWERS YOU GRANT BELOW CONTINUE TO BE EFFECTIVE
SHOULD YOU BECOME DISABLED OR INCOMPETENT

CAUTION: THIS IS AN IMPORTANT DOCUMENT. IT GIVES THE PERSON

WHOM YOU DESIGNATE (YOUR "AGENT") BROAD POWERS TO HANDLE YOUR

PROPERTY DURING YOUR LIFETIME, WHICH MAY INCLUDE POWERS TO

MORTGAGE, SELL, OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL

PROPERTY WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL BY YOU.

THESE POWERS WILL CONTINUE TO EXIST EVEN AFTER YOU BECOME

DISABLED OR INCOMPETENT. THE POWERS LISTED IN SUBDIVISIONS (A)

THROUGH (Q) BELOW ARE EXPLAINED MORE FULLY IN NEW YORK GENERAL

OBLIGATIONS LAW, ARTICLE 5, TITLE 15, SECTIONS 5-1502A THROUGH 5-1503,

WHICH EXPRESSLY PERMIT THE USE OF ANY OTHER OR DIFFERENT FORM OF

POWER OF ATTORNEY.

THIS DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL

OR OTHER HEALTH CARE DECISIONS FOR YOU. YOU MAY EXECUTE A

HEALTH CARE PROXY TO DO THIS.

IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT

UNDERSTAND, YOU SHOULD ASK A LAWYER TO EXPLAIN IT TO YOU.

THIS is intended to constitute a DURABLE GENERAL POWER-OF-ATTORNEY

pursuant to Article 5, Title 15, of the New York General Obligations Law:

I, GAR D. GUTTMAN, currently residing at 207 East 74th Street, Apartment 4H, New

York, NY 10021, do hereby nominate and appoint my life partner, DEBRA A. JARET, currently

residing at 207 East 74th Street, Apartment 4H, New York, NY 10021, whose current telephone

number is 212-472-7312, my ATTORNEY-IN-FACT TO ACT IN MY NAME, PLACE AND

STEAD in any way which I myself could do, if I were personally present, with respect to all of
the following matters as each of them is defined in Title 15 of Article 5 of the New York General

Obligations Law and to the extent that I am permitted by law to act through an agent:

(DIRECTIONS: INITIAL IN THE BLANK SPACE TO THE LEFT OF YOUR

CHOICE ANY ONE OR MORE OF THE FOLLOWING LETTERED SUBDIVISIONS
AS TO WHICH YOU WANT TO GIVE YOUR AGENT AUTHORITY. IF THE BLANK
SPACE TO THE LEFT OF ANY PARTICULAR LETTERED SUBDIVISION IS NOT
INITIALED, NO AUTHORITY WILL BE GRANTED FOR MATTERS THAT ARE
INCLUDED IN THAT SUBDIVISION.

ALTERNATELY, THE LETTER CORRESPONDING TO EACH POWER YOU

WISH TO GRANT MAY BE WRITTEN OR TYPED ON THE BLANK LINE IN
SUBDIVISION "(Q)", AND YOU MAY THEN PUT YOUR INITIALS IN THE BLANK
SPACE TO THE LEFT OF SUBDIVISION "(Q)" IN ORDER TO GRANT EACH OF
THE POWERS SO INDICATED.

{ } (A) REAL ESTATE TRANSACTIONS;

{ } (B) CHATTEL AND GOODS TRANSACTIONS;

{ } (C) BOND, SHARE AND COMMODITY TRANSACTIONS;

{ } (D) BANKING TRANSACTIONS;

{ } (E) BUSINESS OPERATING TRANSACTIONS;

{ } (F) INSURANCE TRANSACTIONS;

{ } (G) ESTATE TRANSACTIONS;

{ } (H) CLAIMS AND LITIGATION;

{ } (I) PERSONAL RELATIONSHIPS AND AFFAIRS;

{ } (J) BENEFITS FROM MILITARY SERVICE;

{ } (K) RECORDS, REPORTS AND STATEMENTS;

{ } (L) RETIREMENT BENEFIT TRANSACTIONS;

{ } (M) MAKING GIFTS TO MY SPOUSE, CHILDREN AND

MORE REMOTE DESCENDANTS, AND PARENTS,
NOT TO EXCEED IN THE AGGREGATE $10,000
TO EACH OF SUCH PERSONS IN ANY YEAR;

{ } (N) TAX MATTERS;

{ } (O) ALL OTHER MATTERS;

-2-
{ } (P) FULL AND UNQUALIFIED AUTHORITY TO MY
ATTORNEY(S)-IN-FACT TO DELEGATE ANY
OR ALL OF THE FOREGOING POWERS TO
ANY PERSON OR PERSONS WHOM MY ATTORNEY(S)-
IN-FACT SHALL SELECT;

{ } (Q) EACH OF THE ABOVE MATTERS IDENTIFIED

BY THE FOLLOWING LETTERS: A,B,C,D,E,F,G,H,I,K,L,M,N,O,P

(SPECIAL PROVISIONS AND LIMITATIONS MAY BE INCLUDED IN THE

STATUTORY SHORT FORM DURABLE POWER OF ATTORNEY ONLY IF THEY
CONFORM TO THE REQUIREMENTS OF SECTION 5-1503 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.)

THE FOLLOWING POWERS ARE IN ADDITION TO THE POWERS

LISTED IN SUBDIVISION (A) THROUGH (Q) ABOVE AND ARE NOT
DEFINED BY THE GENERAL OBLIGATIONS LAW. THE FOLLOWING
POWERS WILL ALL BE GRANTED TO YOUR ATTORNEY-IN-FACT UNLESS
YOU TAKE THE AFFIRMATIVE ACT OF DELETING THEM. TO STRIKE
OUT ANY OF THE POWERS IN THE FOLLOWING SUBDIVISIONS THE
PRINCIPAL MUST DRAW A LINE THROUGH THE TEXT OF THAT
SUBDIVISION AND WRITE HIS INITIALS IN THE BOX OPPOSITE.

1. TRANSACTIONS EFFECTING COOPERATIVE OWNERSHIP

OF RESIDENTIAL AND COMMERCIAL PROPERTY
INCLUDING AUTHORITY TO ACKNOWLEDGE A SIGNATURE { }

2. OPTION TRANSACTIONS { }

3. BORROWING, AND OTHER FINANCIAL INSTITUTIONAL

TRANSACTIONS { }

4. INSURANCE AND ANNUITY TRANSACTIONS,

INCLUDING BUT NOT LIMITED TO THE POWER
TO CHANGE BENEFICIARIES, ASSIGN POLICIES,
SETTLE CLAIMS AND EXERCISE ANY OTHER
OPTIONS OR RIGHTS THAT THE PRINCIPAL
MAY POSSESS UNDER AND TO ANY LIFE,
HEALTH, DISABILITY, ACCIDENT AND CASUALTY
INSURANCE, OR ANY OTHER TYPE OF
INSURANCE COVERAGE { }

5. CREATION OF TRUSTS { }

6. APPEALS AND SETTLEMENTS { }

7. POWER TO CHANGE PRINCIPAL'S DOMICILE { }

8. ACCESS TO SAFE DEPOSIT BOXES/VAULTS/SAFES

INCLUDING AUTHORITY TO DRILL THE BOX IF THE
KEYS ARE MISPLACED { }

-3-
9. POWER TO SIGN TAX RETURNS AND TO REPRESENT
THE PRINCIPAL IN ALL MATTERS RELATING TO
FEDERAL, STATE AND LOCAL TAX MATTERS ON
ALL CLAIMS, MADE BY ANY SUCH TAX AUTHORITIES,
INCLUDING BUT NOT LIMITED TO LITIGATION,
SETTLEMENTS AND OTHER MATTERS FOR THE YEARS
1989 THROUGH 2020 INCLUDING ANY AND ALL YEARS
THAT ARE NOT BARRED BY A STATUTE OF LIMITATIONS,
SPECIFICALLY INCLUDING FORMS 1040, 709 AND MY
ATTORNEY-IN-FACT IS SPECIFICALLY AUTHORIZED TO
EXECUTE FORM 2848 FOR THE PURPOSE OF APPOINTING
ADDITIONAL ATTORNEYS-IN-FACT { }

10. POWER TO DEAL WITH ALL PENSION, RETIREMENT,

INCENTIVE, I.R.A./KEOGH/SEP AND SIMILAR TYPE
PLANS, PROGRAMS AND ANNUITIES { }

11. POWER TO CREATE AND FUND STANDBY AND

OTHER INTER-VIVOS TRUSTS AND POWER TO
REVOKE SAME IN WHOLE OR IN PART { }

12. POWER TO BORROW FUNDS TO AVOID FORCED

LIQUIDATION OF PRINCIPAL'S ASSETS { }

13. POWER TO HANDLE LIFE, MEDICAL,

LONG-TERM CARE, HOMEOWNERS, VEHICLE & OTHER
INSURANCE, INCLUDING LITIGATION AND SETTLING
CLAIMS AND ACTIONS { }

14. POWER TO DEAL WITH MEDICARE & MEDICAID

CLAIMS, LITIGATION & SETTLEMENTS { }

15. POWER TO ENTER INTO BUY AND SELL TRANSACTIONS

AND AGREEMENTS { }

16. POWER TO FORGIVE AND COLLECT DEBTS { }

17. POWER TO ENDORSE, COLLECT, NEGOTIATE,

DEPOSIT AND WITHDRAW SOCIAL SECURITY/VETERANS
AND/OR OTHER PENSION, ANNUITY OR BENEFIT
CHECKS AND/OR NEGOTIABLE INSTRUMENTS { }

18. POWER TO INSTITUTE ACTIONS, MAKE CLAIMS,

NEGOTIATE, OBTAIN AND SETTLE CLAIMS AND
ACTIONS FOR GOVERNMENT ENTITLEMENTS AND
BENEFITS OF ALL KINDS WITH ALL GOVERNMENT
ADMINISTRATIONS AND AGENCIES { }

19. POWER TO MAKE STATUTORY ELECTIONS AND

DISCLAIMERS { }

-4-
20. POWER TO PAY SALARIES OF EMPLOYEES AND
TO EMPLOY AND PAY HOUSEHOLD HELP AND HEALTH
AIDES FOR THE PRINCIPAL AND THE PRINCIPAL'S
DEPENDENTS { }

21. POWER TO MAKE SUPPORT PAYMENTS TO SPOUSE,

DEPENDENT CHILDREN, AND OTHERS PREVIOUSLY
DEPENDENT ON PRINCIPAL { }

22. POWER TO PROVIDE PRINCIPAL WITH PERSONAL

HEALTH CARE SERVICES FROM OTHERS { }

23. POWER TO COMMUNICATE TO OTHERS THE

PRINCIPAL'S WRITTEN HEALTH-CARE DECISIONS { }

24. POWER TO ACT ON PRINCIPAL'S TOTAL INCAPACITY

AS SURROGATE MEDICAL DECISION MAKER WHERE
PERMITTED BY LAW { }

25. POWER TO COMPENSATE ATTORNEY(S)-IN-FACT FOR

SERVICES PERFORMED AS SUCH AGENT(S) { }

26. POWER TO RETAIN AND DISPOSE OF COMMERCIAL

AND/OR CORPORATE INTERESTS { }

27. POWER TO OVERSEE THE MANAGEMENT OF THE

PRINCIPAL'S BUSINESS AND TO BE PAID REASONABLE
COMPENSATION FOR SUCH SERVICES { }

28. POWER TO PURCHASE FLOWER BONDS FOR ESTATE

TAX PURPOSES { }

29. POWER TO MAKE AND IMPLEMENT TAX SAVINGS

DECISIONS { }

30. POWER TO RETAIN ATTORNEYS, ACCOUNTANTS,

INVESTMENT COUNSEL AND SIMILAR PROFESSIONALS
CONCERNING THE PRINCIPAL'S PROPERTY AND
AFFAIRS AND TO PAY THE SAME { }

31. POWER TO FULFILL PRINCIPAL'S CHARITABLE

PLEDGES { }

32. POWER TO SEEK A DECLARATORY OR DAMAGES

JUDGMENT AGAINST ANY PERSON OR ENTITY REFUSING
TO HONOR THIS DURABLE POWER OF ATTORNEY { }

33. POWER TO MAKE DIRECT PAYMENTS TO SUPPLIERS

OF EDUCATION AND MEDICAL CARE FOR ANY
DESCENDANT OF PRINCIPAL { }

-5-
34. POWER TO EXECUTE POSTAL AUTHORITY FORMS IN
RESPECT TO CHANGE OF ADDRESS, FORWARDING
OF MAIL AND ANY OTHER REDIRECTION OF PRINCIPAL'S
MAIL { }

35. POWER TO REFORM ESTATE PLANNING DOCUMENTS

(OTHER THAN WILLS) IF THEY PROVE TO BE
DEFECTIVE { }

36. TANGIBLE PERSONAL PROPERTY TRANSACTIONS { }

37. POWER TO APPOINT SUBSTITUTE OR SUCCESSOR

ATTORNEY-IN-FACT FOR THE PRINCIPAL, TO SERVE
IN THE EVENT THE SUBSTITUTE OR SUCCESSOR
ATTORNEY(S)-IN-FACT DESIGNATED HEREIN CANNOT
SERVE FOR ANY REASON { }

38. POWER TO CHANGE ANY BENEFICIARY WHOM

THE PRINCIPAL HAS DESIGNATED TO TAKE THE
PRINCIPAL'S INTEREST AT DEATH UNDER ANY
TRUST, JOINT TENANCY, BENEFICIARY FORM OR
CONTRACTUAL ARRANGEMENT. { }

39. POWER TO ACT IN PERSON OR THROUGH

OTHERS REASONABLY EMPLOYED BY THE
PRINCIPAL'S ATTORNEY-IN-FACT FOR THAT PURPOSE { }

40. POWER TO ACCEPT, RECEIPT FOR, EXERCISE,

RELEASE, REJECT, RENOUNCE, ASSIGN, DISCLAIM,
DEMAND, SUE FOR, CLAIM AND RECOVER ANY
LEGACY, BEQUEST, DEVISE, GIFT OR OTHER
PROPERTY INTEREST OR PAYMENT DUE OR PAYABLE
TO OR FOR THE PRINCIPAL { }

41. POWER TO ASSERT ANY INTEREST IN AND EXERCISE

ANY POWER OVER ANY TRUST, ESTATE OR PROPERTY
SUBJECT TO FIDUCIARY CONTROL { }

42. POWER TO EXERCISE THIS UNREVOKED

DURABLE POWER OF ATTORNEY ANY TIME AFTER
EXECUTION AND LAWFUL DELIVERY THEREOF TO
THE ATTORNEY-IN-FACT { }

43. POWER TO MAKE GIFTS TO MEMBERS OF THE

PRINCIPAL'S FAMILY FROM THE PROPERTY OF THE
PRINCIPAL. IN THE EVENT THE ATTORNEY-IN-FACT
IS RELATED TO THE PRINCIPAL, SUCH POWER TO
MAKE GIFTS SHALL SPECIFICALLY INCLUDE THE
POWER TO MAKE GIFTS TO THE ATTORNEY-IN-FACT
AND TO MEMBERS OF THE ATTORNEY-IN-FACT'S FAMILY.
ALL GIFTS MADE BY THE ATTORNEY-IN-FACT SHALL BE
MADE IN GOOD FAITH AND ONLY FOR ESTATE AND
MEDICAID PLANNING { }

-6-
44. GIFTS MADE BY THE ATTORNEY-IN-FACT TO HIMSELF
OR HERSELF AND TO MEMBERS OF THE FAMILY
OF THE ATTORNEY-IN-FACT, PURSUANT TO THIS
POWER, SHALL BE IN PROPORTION TO THE GIFTS
MADE TO OTHER MEMBERS OF THE PRINCIPAL'S FAMILY
AND NOT TO THE EXCLUSION OR DETRIMENT OF OTHERS
SIMILARLY RELATED TO THE PRINCIPAL { }

45. IN THE EVENT THE PRINCIPAL REQUIRES NURSING

HOME CARE OR SUBSTANTIAL CUSTODIAL CARE, WHETHER
AT HOME OR OTHERWISE, THE PRINCIPAL GRANTS TO THE
ATTORNEY-IN-FACT THE POWER TO TRANSFER SUCH PORTION
OR ALL OF THE PRINCIPAL'S ASSETS TO MEMBERS OF THE
PRINCIPAL'S FAMILY OR TO A TRUST FOR THE PRINCIPAL'S
BENEFIT OR FOR THE BENEFIT OF ANY MEMBER OF THE
PRINCIPAL'S FAMILY, AT SUCH TIMES AN IN SUCH AMOUNTS
AS THE ATTORNEY-IN-FACT SHALL IN HIS OR HER SOLE
DISCRETION DETERMINE { }

To induce any third-party, such as by way of example and not by way of limitation, a
banking, insurance, brokerage, or other financial institution, health care professional, facility or
entity, attorney, accountant et al., to act hereunder, I hereby agree that any such third-party
receiving a duly executed copy or facsimile of this instrument may act hereunder, and that
revocation or termination hereof shall not be effective as to such third-party unless and until
actual notice or knowledge of such revocation or termination shall have been received by such
third-party; and I, for myself and for my heirs, executors, legal representatives and assigns,
hereby agree to indemnify and hold harmless any such third-party acting in good faith from and
against any and all claims that may arise against such third-party by reason of such third-party
having relied on the provisions of this instrument.

If a guardian of my person or property is to be appointed, I nominate the ATTORNEY(S)-

IN-FACT then serving under this Power of Attorney as such guardian, to serve without bond or
security.

If my life partner, DEBRA A. JARET , is unable to act as my ATTORNEY-IN-FACT

hereunder for any reason whatsoever, I do hereby nominate and appoint my brother, GARY W.
GUTTMAN, currently residing at 113 West 89th Street, Apartment 4B, New York, NY 10024,
whose current telephone number is 212-874-3739, and my sister, PATRICIA SIEGEL,
currently residing at 245 East 63rd Street, Apartment 1501, New York, NY 10021, whose current
telephone number is 212-644-4157, as my successor ATTORNEYS-IN-FACT in her place and
stead.

(If more than one agent is designated, CHOOSE ONE of the following two choices by
putting your initials in ONE of the blank spaces to the left of your choice:)

[ ] Each agent may SEPARATELY act.

[ ] All agents must act TOGETHER.

(If neither blank space is initialed, the agents will be required to act TOGETHER)

-7-
 I am fully informed as to all the contents of this document and understand the full import
of this grant of powers to my ATTORNEY(S)-IN-FACT.

This Durable Power of Attorney shall not be affected by my subsequent disability or

incompetence.

This Durable General Power of Attorney may be revoked by me at any time.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed my seal this
day of June 2007.

L.S.
GAR D. GUTTMAN
Principal

STATE OF NEW YORK )

.ss:
COUNTY OF NEW YORK )

On the day of June in the year 2007, before me, the undersigned, personally
appeared, GAR D. GUTTMAN, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.

NOTARY PUBLIC

JOSEPH H. GRUNER
Notary Public, State of New York
No. 60-4519803
Qualified in Westchester County
Commission Expires March 30, 2010

-8-
 AFFIDAVIT THAT POWER OF ATTORNEY IS IN FULL FORCE

STATE OF NEW YORK COUNTY OF NEW YORK SS:

, being duly sworn, deposes and says:

1. The Principal within did, in writing, appoint me as the Principal's true and lawful
ATTORNEY(S)-IN-FACT in the with Power of Attorney.

2. I have no actual knowledge or actual notice of revocation or termination of the Power of

Attorney by death or otherwise, or knowledge of any facts indicating the same. I further
represent that the Principal is alive, has not revoked or repudiated the Power of Attorney
and the Power of Attorney still is in full force and effect.

3. I make this affidavit for the purpose of inducing

to accept delivery of the following Instrument(s), as executed by me in my capacity as the

ATTORNEY(S)-IN-FACT, with full knowledge that this affidavit will be relied upon in
accepting the execution and delivery of the Instrument(s) and in paying good and
valuable consideration therefor:

Sworn to before me on this

day of 20 .

Notary Public

-9-