EXHIBIT 10.1
SETTLEMENT AND
ESCROW AGREEMENT
----------------
AGREEMENT dated December 29, 2005, by and among NEXTPHASE WIRELESS, INC., a
Nevada corporation with an address at 000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxxxx 00000 ("NextPhase"); XXXXXX XXXX, an individual residing at
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX ("Ford"); XXXXXXX XXXXX, an individual
residing at 000 XxXxxxxxx Xxxx, Xxx Xxxx Xxxx, Xxxxxxxxxx 00000 ("Young"); XXXXX
XXXX, an individual residing at 00000 Xxx Xxxxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000
("Xxxx"); XXXXXX XXXXXX, an individual residing at 00 Xxxxxxx Xxxxx, Xxxxxxx,
Xxx Xxxx 00000 ("X. Xxxxxx"); XXXXX XXXXXXXX, an individual residing at 00
Xxxxxxxx Xxxxxx #000, Xxxxxxx, Xxx Xxxx 00000 ("Morrison"); XXXXXXX XXXXXX, an
individual residing at 000-00 Xxxxx Xxxxxx, Xxx. 0X, Xxxxxxxx, Xxx Xxxx 00000
("X. Xxxxxx"); XXXXX XXXXXXXXXX, an individual residing at 000 Xxxxxxxx Xxxxx,
Xxxxx Xxxxxxx, Xxxxxxx 00000 ("Xxxxxxxxxx"); XXXX XXXX, an individual residing
at 000 Xxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxx 00000 ("Steo"); CJM GROUP, INC., a
New York corporation with an address at 00 Xxxxxxxx Xxxxxx #000, Xxxxxxx, Xxx
Xxxx 00000 ("CJM"; and, together with NextPhase, Ford, Young, Wray, S. Cantor,
Morrison, X. Xxxxxx, Xxxxxxxxxx and Xxxx, sometimes referred to herein
collectively as the "Parties"); and CALHELHA & XXXXX, LLC, a New York limited
liability corporation with an address at 0000 Xxxxx 0X, Xxxxxxxx, Xxx Xxxx 00000
(the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, NextPhase, Ford, Young and Xxxx (collectively "the Plaintiffs")
commenced a lawsuit in the United States District Court, Eastern District of New
York, against S. Cantor, Morrison, A. Cantor, Bermingham, Steo and CJM
(collectively "the Defendants") by filing a Complaint on or about October 28,
2005; and,
WHEREAS, X. Xxxxxx commenced a lawsuit in the Superior Court of the State
of California against NextPhase, Ford and Young by filing a complaint on or
about October 4, 2005; and,
WHEREAS, Berminghan commenced a lawsuit in the Superior Court of the State
of California against NextPhase, Ford and Young by filing a complaint on or
about October 4, 2005; and
WHEREAS,CJM commenced an arbitration against NextPhase on or about June 13,
2005, by filing a Demand for Arbitration with the American Arbitration
Association;
WHEREAS, the Parties are desirous of settling their differences without
incurring further costs and the uncertainties of litigation;
NOW THEREFORE, in consideration of the mutual warranties, covenants and
undertakings herein contained and, for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the undersigned
Parties agree as follows:
1. This Settlement Agreement shall not constitute an adjudication or
finding on the merits of any of the claims asserted by any of the of the Parties
in any of the actions or proceedings mentioned herein, and the fact that any
party hereto has signed this agreement shall not be construed as, or deemed to
constitute, an admission or acknowledgment of any wrongdoing or liability by
such party as may have been alleged or otherwise, the same being expressly
denied.
2. The Parties agree to keep confidential the terms of this Settlement
Agreement as well any discussions leading to it (the "Confidential
Information"), subject only to those applicable laws, rules and regulations
that, in the good faith opinion of counsel, support the conclusion that any such
information should be disclosed to governmental agencies or the public. The
Defendants acknowledge that, at a minimum, such disclosure shall include the
consideration given by them pursuant to paragraphs 4 through 6 and 8 through 11,
below.
3. Each party represents and warrants that to the best of his or her
knowledge, the execution and delivery of this Agreement, and the consideration
being provided hereunder, do not contravene, and otherwise are not prohibited by
any statute, law, rules or regulation, or any order, injunction, ruling or
decree of any court or governmental authority, and that no consent or approval
of any person, firm or corporation or any governmental authority is required in
connection with the delivery and performance of this Settlement Agreement.
4. Xxxxxxxx, on behalf of Como Group, LLC ("Como"), shall execute a stock
power in substantially the form annexed hereto as Exhibit "A", a letter of
instruction in substantially the form annexed hereto as Exhibit "B", and all
other documents necessary for transferring 3,300,000 shares of Xxxxxxxxx Energy
Corporation ("Xxxxxxxxx") common stock (the "Xxxxxxxxx Shares") to NextPhase.
Xxxxxxxx acknowledges, in connection with this transfer, that one of the
investors in NextPhase is also the majority shareholder of Xxxxxxxxx and may
have material knowledge concerning the business affairs of Xxxxxxxxx which has
not been publicly disclosed.
5. CJM, by Xxxxxxxx, X. Xxxxxx, and Xxxxxxxxxx, shall execute stock
powers in substantially the form annexed hereto as Exhibits "C", letters of
instruction in substantially the form annexed hereto as Exhibits "D", and all
documents necessary for transferring a total of 2,195,000 shares of NextPhase
(the "NextPhase Shares") common stock to NextPhase.
6. On or before December 29, 2005, the Defendants shall cause to be
delivered to the Escrow Agent the sum of FIFTY THOUSAND DOLLARS AND 00/100 CENTS
($50,000.00) in a certified check made payable to Calhelha & Xxxxx, LLC, as
attorneys for NextPhase.
7. On or before December 29, 2005, CJM shall provide to Plaintiffs'
counsel a summary of its transfers of the shares of NextPhase issued to CJM on
or about August 6, 2004 which shall include the name and address of each
transferee, the date of each transfer, the number of shares transferred on each
date and the monetary consideration received by CJM for each transfer, if any.
Xxxxxxx Xxxxxx shall provide a summary of her sales and/or transfers of the
shares of NextPhase that she received from CJM which shall include the date of
each sale or transfer, the number of shares sold or transferred on each date,
the sale price in each instance and the net proceeds derived from each sale. The
Plaintiffs represent and warrant that the information to be provided pursuant to
this paragraph shall not be used in any manner for the purpose of commencing any
lawsuit, action or proceeding against any of the recipients of the shares that
were sold or transferred to them by the Defendants which are not being returned
to NextPhase as part of this settlement.
8. The Plaintiffs and the Defendants agree, subject to fulfillment of the
terms and conditions set forth herein, to release and discharge all claims,
counterclaims, demands or actions that any of them now have against each other,
and to exchange mutual general releases substantially in the form annexed hereto
as Exhibits "E" and "F".
9. On behalf of themselves and their affiliates, each of Xxxxxxxx, Xxxx
and CJM shall terminate all contractual obligations and agreements between
themselves and NextPhase and its affiliates pursuant to Termination Agreements
substantially in the form annexed hereto as Exhibit "G".
10. Xxxx Xxxx shall resign his position as Director of NextPhase and sign
a letter of resignation substantially in the form annexed hereto as Exhibit "H".
11. The Parties shall settle and discontinue all pending actions,
lawsuits, claims and demands among them and execute Stipulations of
Discontinuance for each pending action, substantially in the form annexed hereto
as Exhibit "I", "J" and "K".
12. The executed releases referred to above are to be delivered to the
Escrow Agent on or before December 29, 2005. Except with respect to the
obligations created by this Agreement, none of which obligations are released by
the execution of this Agreement and preserving any and all future rights,
privileges, benefits and claims arising out of the Agreements as described
herein and delivered pursuant to this Agreement, each of the Parties hereto, in
consideration of the mutual promises, covenants and execution of this Agreement,
fully and completely, irrevocably and unconditionally, releases and forever
discharges the others, as set forth in the annexed releases, from any and all
claims, whether now known or unknown, suspected or unsuspected, whether or not
heretofore asserted, which they now hold or own, or have held or owned, by
reason of damage or injuries suffered or alleged to have been suffered by the
actions of the Parties, or any of them, including but not limited to all of the
claims that were, or could have been raised in the lawsuits and arbitration
described above, provided, however that nothing in this paragraph or in the
Release shall be deemed to constitute a release by Steo of any rights he might
have under applicable law, pursuant to NextPhase bylaws, or pursuant to any
agreement therefore to seek indemnification from NextPhase, for any action or
proceeding brought against him or any liability that he may incur which arises
out of, or results from, his having served as an officer and/or director of
NextPhase, (the "Steo Indemnification Rights").
13. The Parties acknowledge that, following the execution of this
Agreement, they may discover matters which, had they been known before the
execution, would have caused them not to execute the Agreement. Nevertheless,
subject to the Steo Indemnification Rights, the Parties assume this risk and
hereby acknowledge that they have been informed by their respective attorneys
regarding, and understand the provisions of, Section 1542 of the California
Civil Code, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT
WITH THE DEBTOR. The parties expressly waive and relinquish all rights and
benefits arising from said Section 1542 and from any and all other laws of
similar effect with respect to any and all claims including, without prejudice
to the generality, all claims set forth in the lawsuits and arbitration or that
could have been brought into the lawsuits and arbitration or arising from the
prosecution or defense of the lawsuits and the arbitration, and by reason of
damages or injuries suffered or alleged to have been suffered by the actions of
the parties, or each of them.
14. The Defendants Xxxxxxxx, X. Xxxxxx, CJM, Xxxxxxxxxx and A Cantor
represent and warrant that they presently own and/or control a total of
2,195,000 Million shares of NextPhase common stock, all of which are to be
delivered to NextPhase. This representation and warranty shall survive the
exchange of documents and other consideration set forth herein.
15. The parties hereby appoint the Escrow Agent as their escrow agent for
the purposes set forth herein, and the Escrow Agent hereby accepts such
appointment under the terms and conditions set forth herein.
16. The parties shall execute all of the documents described herein
including those annexed hereto as Exhibits "A" through "K". The documents
described in Exhibits "A" through "K" are collectively referred to as the
"Agreements." The applicable executing parties shall return the executed
Agreements to the Escrow Agent on or before December 29, 2005 via facsimile and
overnight mail.
17. On or before December 29, 2005, Xxxxxxxx shall deliver to the Escrow
Agent all original share certificates representing the 500,000 NextPhase common
shares currently owned by CJM (the "Stock Certificate(s)").
18. On or before December 29, 2005, X. Xxxxxx shall deliver to the Escrow
Agent all original share certificates representing the 200,000 NextPhase common
shares currently owned by X. Xxxxxx (the "Stock Certificate(s)").
19. On or before December 29, 2005, Xxxxxxxxxx shall deliver to the Escrow
Agent all original share certificates representing the 1,495,000 NextPhase
common shares owned by Xxxxxxxxxx (the "Stock Certificate(s)").
20. The parties' attorneys shall execute and deliver to the Escrow Agent
on or before December 29, 2005, Stipulations of Dismissal with prejudice in the
form annexed hereto as Exhibits "I", "J" and "K" with respect to the matters
captioned:
a) NextPhase Wireless, Inc., a Nevada corporation, Xxxxxx Xxxx,
Xxxxxxx Xxxxx and Xxxxx Xxxx v. Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx,
Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx, Xxxx Xxxx, and CJM Group, Inc.,
a New York corporation (U.S. District Court, Eastern District of
New York, Index No. CV-05-5044);
b) Xxxxxxx Xxxxxx, an individual v. NextPhase Wireless, Inc., a
Nevada Corporation, Xxxxxx Xxxx, an individual; and, Xxxxxxx
Xxxxx, an individual [U.S. District Court, Central District of
California, Docket No. SACV-05-1066-JVS(RNBx)];
c) Xxxxx Xxxxxxxxxx, an individual v. NextPhase Wireless, Inc., a
Nevada Corporation, Xxxxxx Xxxx, an individual; and, Xxxxxxx
Xxxxx, an individual. [U.S. District Court, Central District of
California, Docket No. SACV-05-1067-JVS(RNBx)].
21. Upon receipt of the Agreements, the Stock Certificate(s) and Stock
Powers, Releases, payment pursuant to paragraph 6, above, and the Stipulation(s)
of Dismissal, the Escrow Agent and parties shall proceed as follows:
a) Upon receipt of all of the Agreements and payment, the Escrow
Agent shall file the executed Stipulation(s) of Discontinuance
with the Courts and take such further actions as may be necessary
to discontinue the subject suits;
b) Upon receipt of all of the Agreements and payment, the Escrow
Agent shall remit the Stock Certificate(s), Stock Powers and
Instruction Letters relative to the Xxxxxxxxx Shares and the
NextPhase Shares to the Transfer Agents;
c) Upon the fulfillment of Sections 21(a) and (b), the Escrow Agent
shall distribute sets of all fully-executed, countersigned
Agreements to all Parties hereto and the payment referred to in
paragraph 6, above, shall be released to NextPhase.
22. The parties hereto agree to provide any additional documents requested
by the Transfer Agents required to release the share certificates issued to
NextPhase.
23. In no event shall any Agreements be released by the Escrow Agent prior
to the Escrow Agent's receipt of all of the Agreements without prior written
agreement of all parties hereto. Once the Escrow Agent has received the
fully-executed Agreements, any one (1) or more of such Agreements may not be
revoked or modified without the written consent of all parties thereto. In the
event that the Escrow Agent receives a purported revocation of any Agreement
that is not executed by all parties to the underlying Agreement, the Escrow
Agent shall disregard the purported revocation and proceed with its
responsibilities set forth herein.
24. The duties and obligations of the Escrow Agent are those specifically
provided in paragraphs 15 through 23 hereof and no other, and the Escrow Agent
shall have no liability under the terms and provisions of this Escrow Agreement,
except for gross negligence or willful misconduct on the part of the Escrow
Agent, nor shall the Escrow Agent have any liability under, or duty to inquire
into, the terms and provisions of any other agreement by, between or among any
two or more of the parties. The Escrow Agent shall have no responsibility for
the genuineness or validity of any document or other item delivered to it or of
any signature thereon and shall have no liability for acting in accordance with
any directions, instructions, court orders or certificates given to it hereunder
and believed by it to be given or signed by the proper parties.
25. The Parties hereto acknowledge that the Escrow Agent will be acting
hereunder in both its own capacity as an escrow agent and may separately act as
counsel for NextPhase, Ford, Young and Xxxx. Each of the Parties hereto hereby
waives any and all claims that it may now or hereafter have against the Escrow
Agent for or in respect of any conflict of interest (and/or similar claim) or
with respect to the Escrow Agent's actions as escrow agent hereunder.
Notwithstanding anything to the contrary herein contained, the provisions of
this Section 25 shall be deemed to be continuous and shall survive the
termination or other expiration of this Escrow Agreement.
26. All notices and other communications hereunder shall be in writing and
shall be either: (a) delivered personally (which shall include, without
limitation, via express overnight courier); or (b) mailed by registered or
certified mail, return receipt requested, postage prepaid, to the addresses of
the Parties as indicated below (or to such other address as a Party shall
designate to the other Parties by notice in accordance with the foregoing). All
notices and communications given in accordance with the foregoing may be given
by the Parties' respective counsel and shall be deemed given and effective upon
actual receipt. Such notices shall be addressed as follows:
If to NextPhase:
Xxxxxx Xxxx, President
NextPhase Wireless, Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
With a copy to:
Calhelha & Xxxxx, LLC
0000 Xxxxx 0X
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X.Xxxxxxxx Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Young:
Xxxxxxx Xxxxx
000 XxXxxxxxx Xxxx
Xxx Xxxx Xxxx, Xxxxxxxxxx 00000
With a copy to:
Calhelha & Xxxxx, LLC
0000 Xxxxx 0X
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X.Xxxxxxxx Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Xxxx:
Xxxxx Xxxx
00000 Xxx Xxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
With a copy to:
Calhelha & Xxxxx, LLC
0000 Xxxxx 0X
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X.Xxxxxxxx Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to X. Xxxxxx:
00 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
With a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Kramer, Coleman, Wactlar & Xxxxxxxxx, P.C.
000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Xxxxxxxx:
Xxxxx Xxxxxxxx
00 Xxxxxxxx Xxxxxx #000
Xxxxxxx, Xxx Xxxx 00000
With a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Kramer, Coleman, Wactlar & Xxxxxxxxx, P.C.
000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to X. Xxxxxx:
000-00 Xxxxx Xxxxxx, Xxx. 0X
Xxxxxxxx, Xxx Xxxx 00000
With a copy to:
Xxxx X. XxXxx III, Esq.
Bird, Marella, Boxer, Wolpert, Nessim, Xxxxxx & Lincenberg, P.C.
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Xxxxxxxxxx:
000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxxx, Xxxxxxx 00000
With a copy to:
Xxxx X. XxXxx III, Esq.
Bird, Marella, Boxer, Wolpert, Nessim, Xxxxxx & Lincenberg, P.C.
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Steo:
000 Xxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
With copy to:
Xxxxxx X. Xxxxxxx, Esq.
Kramer, Coleman, Wactlar & Xxxxxxxxx, P.C.
000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to CJM Group:
00 Xxxxxxxx Xxxxxx #000
Xxxxxxx, Xxx Xxxx 00000
With a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Kramer, Coleman, Wactlar & Xxxxxxxxx, P.C.
000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Escrow Agent:
Calhelha & Xxxxx, LLC
0000 Xxxxx 0X
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
A copy of all notices and communications to the Escrow Agent shall also
be given to all other parties.
27. This Agreement and any rights or obligations hereunder shall be
binding upon and inure to the benefit of the parties and their respective
successors, legal representatives and permitted assigns, but, except as
otherwise set forth herein, neither this Agreement nor any rights or obligations
hereunder may be assigned by any party hereto without the prior written consent
of the other parties hereto.
28. This Agreement embodies the entire agreement and understanding among
the parties hereto with respect to the subject matter hereof. This Agreement may
not be modified, amended, terminated, or canceled or any term or provision
hereof waived or discharged, except by a writing signed by all the parties
hereto. This Agreement shall be construed in accordance with and governed by the
laws of the State of New York applicable to contracts made and to be performed
entirely therein. If any term of this Agreement or application thereof shall be
invalid or unenforceable, the remainder of this Agreement shall remain in full
force and effect.
29. This Agreement may be executed in several counterparts, each of which
is an original, but all of which constitute one and the same instrument.
[Remainder of page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.
ATTORNEYS FOR PARTIES:
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
----------------------- ----------------------
Xxxxxx X. Xxxxxxxx, Esq. Xxxxxx X. Xxxxxxx, Esq
Calhelha & Xxxxx, LLC Kramer, Coleman, Wactlar &
Attorneys for NextPhase Wireless, Inc., Xxxxxxxxx, P.C.
Xxxxxx Xxxx, Xxxxxxx Xxxxx and Attorneys for Xxxxxx Xxxxxx, Xxxxx
Xxxxx Xxxx Xxxxxxxx, Xxxx Xxxx and CJM
2640 Route 9W Group, Inc.
Xxxxxxxx, XX 00000 000 Jericho Quad
Tel: (000) 000-0000 Xxxxxxx, XX 00000
Tel: (000) 000-0000
/s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. XxXxx III
--------------------- ----------------------
Xxxxxx X. Xxxxxx, Esq. Xxxx X. XxXxx III, Esq.
Xxxxxx & Xxxxxxxxxx, LLP Bird, Marella, Boxer, Wolpert,
Attorneys for NextPhase Wireless, Inc., Nessim, Drooks, & Lincenberg, P.C.
Xxxxxx Xxxx and Xxxxxxx Xxxxx Attorneys for Xxxxxxx Xxxxxx and
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000-0000 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Tel: (000) 000-0000 Xxx Xxxxxxx, XX 00000-0000
Tel: (000) 000-0000
ESCROW AGENT:
CALHELHA & XXXXX, LLC
/s/ Xxxxxx X. Xxxxxxxx
-----------------------
By : Xxxxxx X. Xxxxxxxx, Esq.
PARTIES:
/s/ Xxxxxx Xxxx
------------------------------------
Xxxxxx Xxxx, individually and on behalf of
NextPhase, as President
STATE OF )
ss.:
COUNTY OF )
On the _____________ day of __________________________ , 2005, before me
personally came Xxxxxx Xxxx, an individual, to me known and known who,
being duly sworn, did depose and say that he resides at ; and, that he is
the President and Chief Executive Officer of NextPhase Wireless, Inc., the
corporation described in and which executed the above instrument; and that
he signed his name with authority to bind the corporation.
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Notary Public
/s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx
STATE OF )
ss.:
COUNTY OF )
On the _____________day of December, 2005, before me, the undersigned,
personally appeared, Xxxxxxx Xxxxx 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 on behalf of which the individual acted, executed the instrument.
---------------------------
Notary Public
/s/ Xxxxx Xxxx
------------------------------------
Xxxxx Xxxx
STATE OF )
ss.:
COUNTY OF )
On the _____________day of December, 2005, before me, the undersigned,
personally appeared, Xxxxx Xxxx 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 on behalf of which the individual acted, executed the instrument.
---------------------------
Notary Public
/s/ Xxxxxx Xxxxxx
------------------------------------
Xxxxxx Xxxxxx
STATE OF )
ss.:
COUNTY OF )
On the _____________day of December, 2005, before me, the undersigned,
personally appeared, Xxxxxx Xxxxxx 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 they executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person on behalf of which the individual acted, executed the instrument.
---------------------------
Notary Public
/s/ Xxxxx Xxxxxxxx
_______________________________________
Xxxxx Xxxxxxxx, individually and on behalf
of CJM Group, Inc., as a Member
STATE OF )
ss.:
COUNTY OF )
On the _____________ day of _________________________ , 2005, before me
personally came Xxxxx Xxxxxxxx,an individual, to me known and known who, being
duly sworn, did depose and say that he resides at ; and, that he is the
President and Chief Executive Officer of CJM Group, Inc., the corporation
described in and which executed the above instrument; and that he signed his
name with authority to bind the corporation.
---------------------------
Notary Public
/s/ Xxxxxxx Xxxxxx
------------------------------------
Xxxxxxx Xxxxxx
STATE OF )
ss.:
COUNTY OF )
On the_____________ day of December, 2005, before me, the undersigned,
personally appeared, Xxxxxxx Xxxxxx 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 she executed the same in
her capacity, and that by her signature on the instrument, the individual, or
the person on behalf of which the individual acted, executed the instrument.
---------------------------
Notary Public
/s/ Xxxxx Xxxxxxxxxx
------------------------------------
Xxxxx Xxxxxxxxxx
STATE OF )
ss.:
COUNTY OF )
On the_____________ day of December, 2005, before me, the undersigned,
personally appeared, Xxxxx Xxxxxxxxxx personally known to me or proved to me on
the basis of satisfactory evidence to be the individuals whose names are
subscribed to the within instrument and acknowledged to me that she executed the
same in her capacity, and that by her signature on the instrument, the
individual, or the person on behalf of which the individual acted, executed the
instrument.
---------------------------
Notary Public
/s/ Xxxx Xxxx
------------------------------------
Xxxx Xxxx
STATE OF )
ss.:
COUNTY OF )
On the _____________ day of December, 2005, before me, the undersigned,
personally appeared, Xxxx Xxxx 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 they executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person on behalf of which the individual acted, executed the instrument.
---------------------------
Notary Public
