Exhibit (a)(1)(A)
                                                               -----------------

                     DECLARATION OF TRUST OF SHARCS TRUST I

                  Declaration of Trust, dated as of January 17, 2002 between
Alan Rifkin, as sponsor (the "Sponsor"), and Donald J. Puglisi, as trustee (the
"Trustee"). The Sponsor and the Trustee hereby agree as follows:

The  trust created hereby shall be known as "SHARCS Trust I", in which name the
     Trustee, or the Sponsor to the extent provided herein, may conduct the
     business of the Trust, make and execute contracts, and sue and be sued.

The  Sponsor hereby assigns, transfers, conveys and sets over to the Trustee the
     sum of $1. The Trustee hereby acknowledges receipt of such amount in trust
     from the Sponsor, which amount shall constitute the initial trust estate.
     The Trustee hereby declares that it will hold the trust estate in trust for
     the Sponsor. It is the intention of the parties hereto that the Trust
     created hereby constitute a business trust under Chapter 38 of Title 12 of
     the Delaware Code, 12 Del. C. ss. 3801 et seq. and that this document
     constitute the governing instrument of the Trust. The Trustee is hereby
     authorized and directed to execute and file a certificate of trust with the
     Delaware Secretary of State in the form attached hereto or in such other
     form as the Trustee may approve.

The  Sponsor and the Trustee will enter into an amended and restated Declaration
     of Trust, satisfactory to each such party, to provide for the contemplated
     operation of the Trust created hereby. Prior to the execution and delivery
     of such amended and restated Declaration of Trust, the Trustee shall not
     have any duty or obligation hereunder or with respect to the trust estate,
     except as otherwise required by applicable law or as may be necessary to
     obtain prior to such execution and delivery any licenses, consents or
     approvals required by applicable law or otherwise.

This Declaration of Trust may be executed in one or more counterparts.

The Trustee may resign upon thirty days prior notice to the Sponsor.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the date first above written.

                                     SPONSOR

                                     /s/  Alan Rifkin
                                     ------------------------------
                                     Alan Rifkin, as Sponsor

                                     TRUSTEE

                                     /s/ Donald J. Puglisi
                                     ------------------------------
                                     Donald J. Puglisi, as Trustee