JOINT FILING AGREEMENT AND POWER OF ATTORNEY

Exhibit 1

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: July 17, 2012

/s/ Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx, as attorney-in-fact for each of Xxxxxx X. Xxxxx, Xxxxx X. Xxx, the Xxxxx QTIP Marital Trust Dated 9/18/78, the Survivor’s Trust Created Under the Zable Trust Dated 9/18/1978, the Xxxxxx X. Xxxxx Special Trust Dated May 6, 2003, the Zable Trust Dated September 18, 1978, the Zable Reverse QTIP Marital Trust Dated 9/18/78 and the Zable Non-QTIP Marital Trust Dated 9/18/78