Exhibit 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
(i) Joint Filing. Each of the undersigned persons does hereby agree to
jointly file with the Securities and Exchange Commission a Schedule 13D on
behalf of each of them with respect to their beneficial ownership of class A
common shares of beneficial interest, $1.00 par value, in Capital Trust.
(j) Power of Attorney. Know all persons by these presents that each person
whose signature appears below constitutes and appoints Xxxxxx Xxxx and Xxxx X.
Xxxxx, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments to the Schedule 13D filed on behalf of each of them with respect to
their beneficial ownership of securities of Capital Trust, and to file the same,
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or such person or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: July 25, 1997
CalREIT Investors Limited Partnership
By: SZ Investments, LLC
its general partner
By: Xxxx General Partnership, Inc.,
its managing member
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: President
SZ Investments, LLC
By: Xxxx General Partnership, Inc.,
its managing member
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: President
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Xxxx General Partnership, Inc.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: President
Xxxxxx Xxxx Revocable Trust
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Trustee
Xxxxxx Xxxx
By: /s/ Xxxxxx Xxxx
-----------------------------------
Name: Xxxxxx Xxxx
Title: Xxxxxx Xxxx
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V2 Holdings LLC
By: Xxxx X. Xxxxx
its member
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx
617501.1