EXHIBIT 4.1

                              LTC PROPERTIES, INC.
                       ARTICLES SUPPLEMENTARY CLASSIFYING
                               4,000,000 SHARES OF
                     8% SERIES F CUMULATIVE PREFERRED STOCK

     LTC Properties, Inc., a Maryland corporation (the "Company"), certifies to
the Maryland State Department of Assessments and Taxation (the "Department")
that:

     FIRST: Pursuant to the authority expressly vested in the Board of Directors
of the Company by Article SEVENTH of the Company's Articles of Amendment and
Restatement filed with the Department on August 3, 1992, as amended and
supplemented (the "Charter"), and Section 2-105 of the Maryland General
Corporation Law ("MGCL"), the Board of Directors has, by unanimous written
consent dated February 17, 2004, adopted resolutions classifying and designating
a separate series of authorized but unissued Preferred Stock (as defined in the
Charter) to consist of a maximum of 4,000,000 shares of Preferred Stock, setting
certain of the preferences, conversion and other rights, voting powers,
restrictions, qualifications and terms and conditions of redemption of such
separate series of Preferred Stock, providing for the issuance of a maximum of
4,000,000 shares of such series of Preferred Stock and, pursuant to the powers
contained in the bylaws of the Company (the "Bylaws") and the MGCL, appointing a
committee (the "Preferred Stock Terms Committee") of the Board of Directors and
delegating to the Preferred Stock Terms Committee, to the fullest extent
permitted by Maryland law and the Charter and Bylaws of the Company, all powers
of the Board of Directors with respect to classifying, designating and setting
of the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption of such series of Preferred Stock and determining
the number of shares of such series of Preferred Stock (not in excess of the
aforesaid maximum number) to be classified and issued and the price and other
terms and conditions upon which shares of such series of Preferred Stock are to
be offered, sold and issued.

     SECOND: Pursuant to the authority conferred upon the Preferred Stock Terms
Committee as aforesaid, the Preferred Stock Terms Committee has, by unanimous
written consent, duly adopted resolutions classifying 4,000,000 shares of
authorized but unissued Preferred Stock as the aforesaid series of Preferred
Stock, designating such series as "8% Series F Cumulative Preferred Stock",
setting the preferences, conversion and other rights, voting powers,
restrictions and limitations as to dividends, qualifications and terms and
conditions of redemption of such 8% Series F Cumulative Preferred Stock (to the
extent not set by the Board of Directors in the resolutions referred to in
Article FIRST of these Articles Supplementary) and authorizing the issuance of
up to 4,000,000 shares of 8% Series F Cumulative Preferred Stock.

     THIRD: The series of Preferred Stock of the Company created by the
resolutions duly adopted by the Board of Directors of the Company and by the
Preferred Stock Terms Committee and referred to in Articles FIRST and SECOND of
these Articles Supplementary shall have the following designation, number of
shares, preferences, conversion and other rights, voting powers, restrictions
and limitations as to dividends, qualifications, terms and conditions of
redemption and other terms and conditions which, upon any restatement of the
Charter, shall be made a part of Article SEVENTH of the Charter, with any
necessary or appropriate changes to the enumeration or lettering of sections or
subsections thereof:


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1.   Designation and Number. A series of Preferred Stock, designated the "8%
     Series F Cumulative Preferred Stock" (the "Series F Preferred Stock"), is
     hereby established. The number of shares of the Series F Preferred Stock
     shall be 4,000,000.

2.   Maturity. The Series F Preferred Stock has no stated maturity and will not
     be subject to any sinking fund or mandatory redemption.

3.   Rank. The Series F Preferred Stock will, with respect to dividend rights
     and rights upon liquidation, dissolution or winding up of the Company, rank
     (i) senior to all classes or series of Common Stock of the Company, the
     Series D Junior Participating Preferred Stock and to all equity securities
     ranking junior to the Series F Preferred Stock with respect to dividend
     rights or rights upon liquidation, dissolution or winding up of the
     Company; (ii) on a parity with the 9.5% Series A Cumulative Preferred Stock
     ("Series A Preferred Stock"), the 9.0% Series B Cumulative Preferred Stock
     ("Series B Preferred Stock"), the 8.5% Series C Cumulative Convertible
     Preferred Stock ("Series C Preferred Stock"), and the 8.5% Series E
     Cumulative Convertible Preferred Stock ("Series E Preferred Stock"), and
     with all equity securities issued by the Company the terms of which
     specifically provide that such equity securities rank on a parity with the
     Series F Preferred Stock with respect to dividend rights or rights upon
     liquidation, dissolution or winding up of the Company; and (iii) junior to
     all existing and future indebtedness of the Company. The term "equity
     securities" does not include convertible debt securities, which will rank
     senior to the Series F Preferred Stock prior to conversion.

4.   Dividends.

     (a)  Holders of shares of the Series F Preferred Stock are entitled to
          receive, when and as declared by the Board of Directors, out of funds
          legally available for the payment of dividends, preferential
          cumulative cash dividends at the rate of 8% per annum of the
          Liquidation Preference (as defined below) per share (equivalent to a
          fixed annual amount of $2.00 per share). Dividends on the Series F
          Preferred Stock shall be cumulative from the date of original issue
          and shall be payable quarterly in arrears on or before the 15th day of
          April, July, October and January of each year, or, if not a business
          day, the next succeeding business day (each, a "Dividend Payment
          Date"). The first dividend, which will be paid on April 15, 2004, will
          be for less than a full quarter. Such dividend and any dividend
          payable on the Series F Preferred Stock for any partial dividend
          period will be computed on the basis of a 360-day year consisting of
          twelve 30-day months. Dividends will be payable to holders of record
          as they appear in the stock records of the Company at the close of
          business on the applicable record date, which shall be the last day of
          the calendar month first preceding the applicable Dividend Payment
          Date, or on such other date designated by the Board of Directors of
          the Company for the payment of dividends that is not more than 30 nor
          less than 10 days prior to such Dividend Payment Date (each, a
          "Dividend Record Date"). Notwithstanding any provision to the contrary
          contained herein, each outstanding share of Series F Preferred Stock
          shall be entitled to receive, and shall receive, a dividend with
          respect to each Dividend Record Date equal to the dividend paid with
          respect to each other share of Series F Preferred Stock which is
          outstanding on such Dividend Record Date.



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     (b)  No dividends on shares of Series F Preferred Stock shall be declared
          by the Board of Directors or paid or set apart for payment by the
          Company at such time as the terms and provisions of any agreement of
          the Company, including any agreement relating to its indebtedness,
          prohibits such declaration, payment or setting apart for payment or
          provides that such declaration, payment or setting apart for payment
          would constitute a breach thereof or a default thereunder, or if such
          declaration or payment shall be restricted or prohibited by law.

     (c)  Notwithstanding the foregoing, dividends on the Series F Preferred
          Stock will accrue whether or not the Company has earnings, whether or
          not there are funds legally available for the payment of such
          dividends and whether or not such dividends are declared. Accrued but
          unpaid dividends on the Series F Preferred Stock will not bear
          interest and holders of the Series F Preferred Stock will not be
          entitled to any distributions in excess of full cumulative
          distributions described above. Except as set forth in the next
          sentence, no dividends will be declared or paid or set apart for
          payment on any capital stock of the Company or any other series of
          Preferred Stock ranking, as to dividends, on a parity with or junior
          to the Series F Preferred Stock (other than a dividend in shares of
          the Company's Common Stock or in shares of any other class of stock
          ranking junior to the Series F Preferred Stock as to dividends and
          upon liquidation) for any period unless full cumulative dividends have
          been or contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof is set apart for such payment on
          the Series F Preferred Stock for all dividend periods ending prior to
          or on the most recent past Dividend Payment Date. When dividends are
          not paid in full for all such dividend periods (or a sum sufficient
          for such full payment is not so set apart) upon the Series F Preferred
          Stock and the shares of any other series of Preferred Stock ranking on
          a parity as to dividends with the Series F Preferred Stock, all
          dividends declared upon the Series F Preferred Stock and any other
          series of Preferred Stock ranking on a parity as to dividends with the
          Series F Preferred Stock shall be declared pro rata so that the amount
          of dividends declared per share of Series F Preferred Stock and such
          other series of Preferred Stock shall in all cases bear to each other
          the same ratio that accrued dividends per share on the Series F
          Preferred Stock and such other series of Preferred Stock (which shall
          not include any accrual in respect of unpaid dividends for prior
          dividend periods if such Preferred Stock does not have a cumulative
          dividend) bear to each other.

     (d)  Except as provided in the immediately preceding paragraph, unless full
          cumulative dividends on the Series F Preferred Stock have been or
          contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof is set apart for payment for all
          dividend periods ending prior to or on the most recent past Dividend
          Payment Date, no dividends (other than in shares of Common Stock or
          other shares of capital stock ranking junior to the Series F Preferred
          Stock as to dividends and upon liquidation) shall be declared or paid
          or set aside for payment nor shall any other distribution be declared
          or made upon the Common Stock, or any other capital stock of the
          Company ranking junior to or on a parity with the Series F Preferred
          Stock as to dividends or upon liquidation, nor shall any shares of
          Common Stock, or any other shares of capital stock of the Company
          ranking junior to or on a parity with the Series F Preferred Stock as
          to dividends or upon liquidation be redeemed, purchased or otherwise
          acquired for any consideration (or any moneys be paid to or made
          available for a sinking fund for the redemption of any such shares) by
          the Company (except by conversion into or exchange for other capital
          stock of the Company ranking junior to the Series F Preferred Stock as
          to dividends and upon liquidation or redemptions for the purpose of
          preserving the Company's qualification as a REIT). Holders of shares
          of the Series F Preferred Stock shall not be entitled to any dividend,
          whether payable in cash, property or stock, in excess of full
          cumulative dividends on the Series F Preferred Stock as provided
          above. Any dividend payment made on shares of the Series F Preferred
          Stock shall first be credited against the earliest accrued but unpaid
          dividend due with respect to such shares which remains payable.


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5.   Liquidation Preference. Upon any voluntary or involuntary liquidation,
     dissolution or winding up of the affairs of the Company, the holders of
     shares of Series F Preferred Stock are entitled to be paid out of the
     assets of the Company legally available for distribution to its
     stockholders a liquidation preference of $25 per share (the "Liquidation
     Preference"), plus an amount equal to any accrued and unpaid dividends to
     the date of payment, but without interest, before any distribution of
     assets is made to holders of Common Stock or any other class or series of
     capital stock of the Company that ranks junior to the Series F Preferred
     Stock as to liquidation rights. The Company will promptly provide to the
     holders of Series F Preferred Stock written notice of any event triggering
     the right to receive such Liquidation Preference. After payment of the full
     amount of the Liquidation Preference, plus any accrued and unpaid dividends
     to which they are entitled, the holders of Series F Preferred Stock will
     have no right or claim to any of the remaining assets of the Company. The
     consolidation or merger of the Company with or into any other corporation,
     trust or entity or of any other corporation with or into the Company, or
     the sale, lease or conveyance of all or substantially all of the property
     or business of the Company, shall not be deemed to constitute a
     liquidation, dissolution or winding up of the Company.

     In determining whether a distribution (other than upon voluntary or
involuntary liquidation) by dividend, redemption or other acquisition of shares
of stock of the Company or otherwise is permitted under the MGCL, no effect
shall be given to amounts that would be needed if the Company would be dissolved
at the time of the distribution, to satisfy the preferential rights upon
distribution of holders of shares of stock of the Company whose preferential
rights upon distribution are superior to those receiving the distribution.

6.   Redemption.

     (a)  The Series F Preferred Stock is not redeemable prior to February 23,
          2009. On and after February 23, 2009, the Company, at its option upon
          not less than 30 nor more than 60 days' written notice, may redeem
          shares of the Series F Preferred Stock, in whole or in part, at any
          time or from time to time, for cash at a redemption price of $25 per
          share, plus all accrued and unpaid dividends thereon to the date fixed
          for redemption (except with respect to Excess Shares), without
          interest. Holders of Series F Preferred Stock to be redeemed shall
          surrender such Series F Preferred Stock at the place designated in
          such notice and shall be entitled to the redemption price and any
          accrued and unpaid dividends payable upon such redemption following
          such surrender. If notice of redemption of any shares of Series F
          Preferred Stock has been given and if the funds necessary for such
          redemption have been set aside by the Company in trust for the benefit
          of the holders of any shares of Series F Preferred Stock so called for
          redemption, then from and after the redemption date dividends will
          cease to accrue on such shares of Series F Preferred Stock, such
          shares of Series F Preferred Stock shall no longer be deemed
          outstanding and all rights of the holders of such shares will
          terminate, except the right to receive the redemption price. If less
          than all of the outstanding Series F Preferred Stock is to be
          redeemed, the Series F Preferred Stock to be redeemed shall be
          selected pro rata (as nearly as may be practicable without creating
          fractional shares) or by any other equitable method determined by the
          Company.

     (b)  Unless full cumulative dividends on all shares of Series F Preferred
          Stock shall have been or contemporaneously are declared and paid or
          declared and a sum sufficient for the payment thereof set apart for
          payment for all dividend periods ending prior to or on the most recent
          past Dividend Payment Date, no shares of Series F Preferred Stock
          shall be redeemed unless all outstanding shares of Series F Preferred
          Stock are simultaneously redeemed and the Company shall not purchase
          or otherwise acquire directly or indirectly any shares of Series F
          Preferred Stock (except by exchange for capital stock of the Company
          ranking junior to the Series F Preferred Stock as to dividends and
          upon liquidation); provided, however, that the foregoing shall not
          prevent the purchase by the Company of Excess Shares in order to
          ensure that the Company continues to meet the requirements for
          qualification as a REIT, or the purchase or acquisition of shares of
          Series F Preferred Stock pursuant to a purchase or exchange offer made
          on the same terms to holders of all outstanding shares of Series F
          Preferred Stock. So long as no dividends are in arrears, the Company
          shall be entitled at any time and from time to time to repurchase
          shares of Series F Preferred Stock in open-market transactions duly
          authorized by the Board of Directors and effected in compliance with
          applicable laws.


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     (c)  Notice of redemption will be given by publication in a newspaper of
          general circulation in the City of New York, such publication to be
          made once a week for two successive weeks commencing not less than 30
          nor more than 60 days prior to the redemption date. A similar notice
          will be mailed by the Company, postage prepaid, not less than 30 nor
          more than 60 days prior to the redemption date, addressed to the
          respective holders of record of the Series F Preferred Stock to be
          redeemed at their respective addresses as they appear on the stock
          transfer records of the Company. No failure to give such notice or any
          defect therein or in the mailing thereof shall affect the validity of
          the proceedings for the redemption of any shares of Series F Preferred
          Stock except as to the holder to whom notice was defective or not
          given. Each notice shall state: (i) the redemption date; (ii) the
          redemption price; (iii) the number of shares of Series F Preferred
          Stock to be redeemed; (iv) the place or places where the Series F
          Preferred Stock is to be surrendered for payment of the redemption
          price; and (v) that dividends on the shares to be redeemed will cease
          to accrue on such redemption date. If less than all of the Series F
          Preferred Stock held by any holder is to be redeemed, the notice
          mailed to such holder shall also specify the number of shares of
          Series F Preferred Stock held by such holder to be redeemed.

     (d)  Immediately prior to any redemption of Series F Preferred Stock, the
          Company shall pay, in cash, any accumulated and unpaid dividends to
          the redemption date, unless a redemption date falls after a Dividend
          Record Date and prior to the corresponding Dividend Payment Date, in
          which case each holder of Series F Preferred Stock at the close of
          business on such Dividend Record Date shall be entitled to the
          dividend payable on such shares on the corresponding Dividend Payment
          Date notwithstanding the redemption of such shares before such
          Dividend Payment Date.

     (e)  Excess Shares may be redeemed, in whole or in part, at any time when
          outstanding shares of Series F Preferred Stock are being redeemed, for
          cash at a redemption price of $25 per share, but excluding accrued and
          unpaid dividends on such Excess Shares, without interest. Such Excess
          Shares shall be redeemed in such proportion and in accordance with
          such procedures as shares of Series F Preferred Stock are being
          redeemed.

7.   Voting Rights.

     (a)  Holders of the Series F Preferred Stock will not have any voting
          rights, except as set forth below.


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     (b)  Whenever (i) dividends on any shares of Series F Preferred Stock or
          Series E Preferred Stock shall be in arrears for six or more quarterly
          periods, or (ii) dividends on any shares of Series A Preferred Stock
          or Series B Preferred Stock shall be in arrears for eighteen or more
          months (each of (i) and (ii) are hereinafter referred to as a
          "Preferred Dividend Default"), the number of directors then
          constituting the Board of Directors shall be increased by two (if not
          already increased by reason of a similar arrearage with respect to any
          Parity Preferred (as hereinafter defined)). The holders of shares of
          Series F Preferred Stock (voting separately as a class with all other
          series of Preferred Stock ranking on a parity with the Series F
          Preferred Stock as to dividends or upon liquidation including, but not
          limited to, the Series A Preferred Stock, the Series B Preferred Stock
          and the Series E Preferred Stock ("Parity Preferred") upon which like
          voting rights have been conferred and are exercisable) will be
          entitled to vote separately as a class, in order to fill the vacancies
          thereby created, for the election of a total of two additional
          directors of the Company (the "Preferred Stock Directors") at a
          special meeting called by the holders of record of at least 20% of the
          Series F Preferred Stock or the holders of record of at least 20% of
          any series of Parity Preferred so in arrears (unless such request is
          received less than 90 days before the date fixed for the next annual
          or special meeting of the stockholders) or at the next annual meeting
          of stockholders, and at each subsequent annual meeting until all
          dividends accumulated on such shares of Series F Preferred Stock,
          Series E Preferred Stock, Series A Preferred Stock and Series B
          Preferred Stock for the past dividend periods and the dividend for the
          then current dividend period shall have been fully paid or declared
          and a sum sufficient for the payment thereof set aside for payment. In
          the event the directors of the Company are divided into classes, each
          such vacancy shall be apportioned among the classes of directors to
          prevent stacking in any one class and to insure that the number of
          directors in each of the classes of directors, are as equal as
          possible. Each Preferred Stock Director, as a qualification for
          election as such (and regardless of how elected) shall submit to the
          Board of Directors of the Company a duly executed, valid, binding and
          enforceable letter of resignation from the Board of Directors, to be
          effective upon the date upon which all dividends accumulated on such
          shares of Series F Preferred Stock and Parity Preferred for the past
          dividend periods and the dividend for the then current dividend period
          shall have been fully paid or declared and a sum sufficient for the
          payment thereof set aside for payment, whereupon the terms of office
          of all persons elected as Preferred Stock Directors by the holders of
          the Series F Preferred Stock and any Parity Preferred shall, upon the
          effectiveness of their respective letters of resignation, forthwith
          terminate, and the number of directors then constituting the Board of
          Directors shall be reduced accordingly. A quorum for any such meeting
          shall exist if at least a majority of the outstanding shares of Series
          F Preferred Stock and shares of Parity Preferred upon which like
          voting rights have been conferred and are exercisable are represented
          in person or by proxy at such meeting. Such Preferred Stock Directors
          shall be elected upon the affirmative vote of a plurality of the
          shares of Series F Preferred Stock and such Parity Preferred present
          and voting in person or by proxy at a duly called and held meeting at
          which a quorum is present. If and when all accumulated dividends and
          the dividend for the then current dividend period on the Series F
          Preferred Stock, Series E Preferred Stock, Series A Preferred Stock
          and Series B Preferred Stock shall have been paid in full or declared
          and set aside for payment in full, the holders of shares of Series F
          Preferred Stock shall be divested of the foregoing voting rights
          (subject to revesting in the event of each and every Preferred
          Dividend Default) and, if all accumulated dividends and the dividend
          for the current dividend period have been paid in full or set aside
          for payment in full on all series of Parity Preferred upon which like
          voting rights have been conferred and are exercisable, the term of
          office of each Preferred Stock Director so elected shall terminate.
          Any Preferred Stock Director may be removed at any time with or
          without cause by, and shall not be removed otherwise than by the vote
          of the holders of record of a majority of the outstanding shares of
          the Series F Preferred Stock when they have the voting rights
          described above (voting separately as a class with all series of
          Parity Preferred upon which like voting rights have been conferred and
          are exercisable). So long as a Preferred Dividend Default shall
          continue, any vacancy in the office of a Preferred Stock Director may
          be filled by written consent of the Preferred Stock Director remaining
          in office, or if none remains in office, by a vote of the holders of
          record of a majority of the outstanding shares of Series F Preferred
          Stock when they have the voting rights described above (voting
          separately as a class with all series of Parity Preferred upon which
          like voting rights have been conferred and are exercisable). The
          Preferred Stock Directors shall each be entitled to one vote per
          director on any matter.


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     (c)  So long as any shares of Series F Preferred Stock remain outstanding,
          the Company will not, without the affirmative vote or consent of the
          holders of at least two-thirds of the shares of the Series F Preferred
          Stock outstanding at the time, given in person or by proxy, either in
          writing or at a meeting (voting separately as a class), amend, alter
          or repeal the provisions of the Charter or these Articles
          Supplementary, whether by merger, consolidation or otherwise (an
          "Event"), so as to materially and adversely affect any right,
          preference, privilege or voting power of the Series F Preferred Stock
          or the holders thereof; provided, however, that with respect to the
          occurrence of any Event set forth above, so long as the Series F
          Preferred Stock (or any equivalent class or series of stock issued by
          the surviving corporation in any merger or consolidation to which the
          Company became a party) remains outstanding with the terms thereof
          materially unchanged, the occurrence of any such Event shall not be
          deemed to materially and adversely affect such rights, preferences,
          privileges or voting power of holders of the Series F Preferred Stock
          and provided, further that (i) any increase in the amount of the
          authorized Preferred Stock or the creation or issuance of any other
          series of Preferred Stock, or (ii) any increase in the amount of
          authorized shares of such series, in each case ranking on a parity
          with or junior to the Series F Preferred Stock with respect to payment
          of dividends or the distribution of assets upon liquidation,
          dissolution or winding up, shall not be deemed to materially and
          adversely affect such rights, preferences, privileges or voting
          powers.

     (d)  The foregoing voting provisions will not apply if, at or prior to the
          time when the act with respect to which such vote would otherwise be
          required shall be effected, all outstanding shares of Series F
          Preferred Stock shall have been redeemed or called for redemption upon
          proper notice and sufficient funds shall have been deposited in trust
          to effect such redemption.

     (e)  Except as expressly stated in these Articles Supplementary, the Series
          F Preferred Stock shall not have any relative, participating, optional
          or other special voting rights and powers and the consent of the
          holders thereof shall not be required for the taking of any corporate
          action, including but not limited to, any merger or consolidation
          involving the Company or a sale of all or substantially all of the
          assets of the Company, irrespective of the effect that such merger,
          consolidation or sale may have upon the rights, preferences or voting
          power of the holders of the Series F Preferred Stock.

8.   Conversion. The holders of Series F Preferred Stock shall not have any
     rights to convert such shares into, or exchange such shares for, shares of
     any other class or series of stock or any other securities of, or interest
     in, the Company.

9.   Limit on Ownership of Series F Preferred Stock; Excess Preferred Shares.
     Shares of Series F Preferred Stock shall be subject to the limitations on
     ownership and transfer set forth in Article NINTH of the Charter of the
     Company, including the applicable Limit (as defined in the Charter) and
     other provisions of Article NINTH of the Charter. Subject to the authority
     of the Board of Directors set forth in said Article NINTH, the Limit
     applicable to shares of the Series F Preferred Stock shall be the number of
     shares of Series F Preferred Stock that is equal to 9.8% of the then
     outstanding shares of Series F Preferred Stock.

     FOURTH: The Series F Preferred Stock has been classified and designated by
the Board of Directors of the Company under the authority contained in the
Charter.


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     FIFTH: These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by law.

     SIXTH: The undersigned Chairman of the Board, President and Chief Executive
Officer of the Company acknowledges these Articles Supplementary to be the
corporate act of the Company and, as to all matters or facts required to be
verified under oath, the undersigned Chairman of the Board, President and Chief
Executive Officer of the Company acknowledges that to the best of his knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties of perjury.





                            [Signature Page Follows]



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     IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to
be executed under seal in its name and on its behalf by its Chairman of the
Board, President and Chief Executive Officer and attested to by its Corporate
Secretary on this 19th day of February, 2004.

ATTEST:                                              LTC PROPERTIES, INC.



/s/ Alex J. Chavez                  By:    /s/ Andre C. Dimitriadis(SEAL)
___________________________                _____________________________________
Name:   Alex J. Chavez              Name:  Andre C. Dimitriadis
Title:  Corporate Secretary         Title: Chairman of the Board, President and
                                           Chief Executive Officer