Exhibit 10.19
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of June 4, 1998, between STRIDE &
ASSOCIATES, INC., a Delaware corporation (the "Company"), and BANKBOSTON,
N.A., a national banking association, as agent (hereinafter, in such
capacity, the "Agent") for itself and other banking institutions
(hereinafter, collectively, the "Banks") which are or may become parties to a
Revolving Credit and Term Loan Agreement dated as of June 4, 1998 (as amended
and in effect from time to time, the "Credit Agreement"), among the Company,
the Banks and the Agent.
WHEREAS, it is a condition precedent to the Banks' making any loans
or otherwise extending credit to the Company under the Credit Agreement that
the Company execute and deliver to the Agent, for the benefit of the Banks
and the Agent, a security agreement in substantially the form hereof; and
WHEREAS, the Company wishes to grant security interests in favor of
the Agent, for the benefit of the Banks and the Agent, as herein provided;
NOW, THEREFORE, in consideration of the promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein without
definitions shall have the respective meanings provided therefor in the
Credit Agreement. All terms defined in the Uniform Commercial Code of the
Commonwealth of Massachusetts and used herein shall have the same definitions
herein as specified therein.
2. GRANT OF SECURITY INTEREST.
2.1 COLLATERAL GRANTED. The Company hereby grants to the
Agent, for the benefit of the Banks and the Agent, to secure the payment and
performance in full of all of the Obligations, a security interest in and so
pledges and assigns to the Agent, for the benefit of the Banks and the Agent,
the following properties, assets and rights of the Company, wherever located,
whether now owned or hereafter acquired or arising, and all proceeds and
products thereof (all of the same being hereinafter called the "Collateral"):
All personal and fixture property of every kind and nature
including without limitation all furniture, fixtures,
equipment, raw materials, inventory, other goods, accounts,
contract rights, rights to the payment of money, insurance
refund claims and all other insurance claims and proceeds,
tort claims, chattel paper, documents, instruments,
securities and other investment property, deposit accounts,
rights to proceeds of letters of credit and all general
intangibles including, without limitation, all tax refund
claims, license fees, patents, patent applications,
trademarks,
trademark applications, trade names, copyrights, copyright
applications, rights to xxx and recover for past
infringement of patents, trademarks and copyrights,
computer programs, computer software, engineering drawings,
service marks, customer lists, goodwill, and all licenses,
permits, agreements of any kind or nature pursuant to which
the Company possesses, uses or has authority to possess or
use property (whether tangible or intangible) of others or
others possess, use or have authority to possess or use
property (whether tangible or intangible) of the Company,
and all recorded data of any kind or nature, regardless of
the medium of recording including, without limitation, all
software, writings, plans, specifications and schematics.
2.2 DELIVERY OF INSTRUMENTS, ETC.
(a) Pursuant to the terms hereof, the Company has
endorsed, assigned and delivered to the Agent all negotiable or
non-negotiable instruments, certificated securities and chattel
paper pledged by it hereunder, together with instruments of transfer
or assignment duly executed in blank as the Agent may have
specified. In the event that the Company shall, after the date of
this Agreement, acquire any other negotiable or non-negotiable
instruments, certificated securities or chattel paper to be pledged
by it hereunder, the Company shall forthwith endorse, assign and
deliver the same to the Agent, accompanied by such instruments of
transfer or assignment duly executed in blank as the Agent may from
time to time specify.
(b) To the extent that any securities now or
hereafter acquired by the Company are uncertificated and are issued
to the Company or its nominee directly by the issuer thereof, the
Company shall cause the issuer to note on its books the security
interest of the Agent in such securities and shall cause the issuer,
pursuant to an agreement in form and substance satisfactory to the
Agent, to agree to comply with instructions from the Agent as to
such securities, without further consent of the Company or such
nominee. To the extent that any securities, whether certificated or
uncertificated, or other financial assets now or hereafter acquired
by the Company are held by the Company or its nominee through a
securities intermediary, the Company shall (i) cause such securities
intermediary to note on its books the security interest of the Agent
in such securities or other financial assets and to confirm such
notation promptly to the Agent and (ii), at the request of the
Agent, cause such securities intermediary, pursuant to an agreement
in form and substance satisfactory to the Agent, to agree to comply
with entitlement orders or other instructions from the Agent as to
such securities or other financial assets, without further consent
of the Company or such nominee. The Agent agrees with the Company
that the Agent shall not give any such entitlement orders or
instructions to any such issuer or securities intermediary unless an
Event of Default has occurred and is continuing and the Agent has
elected to exercise its rights and remedies as contemplated by
Section 14.
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(c) To the extent that the Company is a
beneficiary under any written letter of credit now or hereafter
issued in favor of the Company, the Company shall deliver such
letter of credit to the Agent. The Agent shall from time to time, at
the request and expense of the Company, make such arrangements with
the Company as are in the Agent's reasonable judgment necessary and
appropriate so that the Company may make any drawing to which the
Company is entitled under such letter of credit, without impairment
of the Agent's perfected security interest in the Company's rights
to proceeds of such letter of credit or in the actual proceeds of
such drawing. At the Agent's request, the Company shall, for any
letter of credit, whether or not written, now or hereafter issued in
favor of the Company as beneficiary, execute and deliver to the
issuer and any confirmer of such letter of credit an assignment of
proceeds form, in favor of the Agent and satisfactory to the Agent
and such issuer or (as the case may be) such confirmer, requiring
the proceeds of any drawing under such letter of credit to be paid
directly to the Agent for application as provided in the Credit
Agreement.
2.3 EXCLUDED COLLATERAL. Notwithstanding the foregoing
provisions of this Section 2, such grant of security interest shall not
extend to, and the term "Collateral" shall not include, any chattel paper and
general intangibles which are now or hereafter held by the Company as
licensee, lessee or otherwise, to the extent that (a) such chattel paper and
general intangibles are not assignable or capable of being encumbered as a
matter of law or under the terms of the license, lease or other agreement
applicable thereto (but solely to the extent that any such restriction shall
be enforceable under applicable law), without the consent of the licensor or
lessor thereof or other applicable party thereto and (b) such consent has not
been obtained; PROVIDED, HOWEVER, that the foregoing grant of security
interest shall extend to, and the term "Collateral" shall include, (i) any
and all proceeds of such chattel paper and general intangibles to the extent
that the assignment or encumbering of such proceeds is not so restricted and
(ii) upon any such licensor, lessor or other applicable party consent with
respect to any such otherwise excluded chattel paper or general intangibles
being obtained, thereafter such chattel paper or general intangibles as well
as any and all proceeds thereof that might have theretofore have been
excluded from such grant of a security interest and the term "Collateral".
3. TITLE TO COLLATERAL, ETC. The Company is the owner of the
Collateral free from any adverse lien, security interest or other
encumbrance, except for the security interest created by this Security
Agreement and other liens permitted by the Credit Agreement. None of the
Collateral constitutes, or is the proceeds of, "farm products" as defined in
Section 9-109(3) of the Uniform Commercial Code of the Commonwealth of
Massachusetts. None of the account debtors in respect of any accounts,
chattel paper or general intangibles and none of the obligors in respect of
any instruments included in the Collateral is a governmental authority
subject to the Federal Assignment of Claims Act.
4. CONTINUOUS PERFECTION. The Company's place of business or, if
more than one, chief executive office is indicated on the Perfection
Certificate delivered to the Agent herewith (the "Perfection Certificate").
The Company will not change the same, or the name, identity
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or corporate structure of the Company in any manner, without providing at
least thirty (30) days prior written notice to the Agent. The Collateral, to
the extent not delivered to the Agent pursuant to Section 2.2, will be kept
at those locations listed on the Perfection Certificate and the Company will
not remove the Collateral from such locations, without providing at least
thirty (30) days prior written notice to the Agent.
5. NO LIENS. Except for the security interest herein granted and
liens permitted by the Credit Agreement, the Company shall be the owner of
the Collateral free from any lien, security interest or other encumbrance,
and the Company shall defend the same against all claims and demands of all
persons at any time claiming the same or any interests therein adverse to the
Agent or any of the Banks. The Company shall not pledge, mortgage or create,
or suffer to exist a security interest in the Collateral in favor of any
person other than the Agent, for the benefit of the Banks and the Agent,
except for liens permitted by the Credit Agreement.
6. NO TRANSFERS. The Company will not sell or offer to sell or
otherwise transfer the Collateral or any interest therein except as permitted
under the Credit Agreement.
7. INSURANCE. The Company will maintain insurance as provided for in
the Credit Agreement.
8. MAINTENANCE OF COLLATERAL; COMPLIANCE WITH LAW. The Company will
keep the Collateral in good order and repair, normal wear and tear excepted,
and will not use the same in violation of law or any policy of insurance
thereon. The Agent, or its designee, may inspect the Collateral at any
reasonable time, wherever located. The Company will pay promptly when due all
taxes, assessments, governmental charges and levies upon the Collateral or
incurred in connection with the use or operation of such Collateral or
incurred in connection with this Agreement. The Company has at all times
operated, and the Company will continue to operate, its business in
compliance with all applicable provisions of the federal Fair Labor Standards
Act, as amended, and with all applicable provisions of federal, state and
local statutes and ordinances dealing with the control, shipment, storage or
disposal of hazardous materials or substances.
9. COLLATERAL PROTECTION EXPENSES; PRESERVATION OF COLLATERAL.
9.1 EXPENSES INCURRED BY AGENT. In its discretion, upon the
occurrence and during the continuation of an Event of Default the Agent may
discharge taxes and other encumbrances at any time levied or placed on any of
the Collateral, make repairs thereto and pay any necessary filing fees. The
Company agrees to reimburse the Agent on demand for any and all expenditures
so made. The Agent shall have no obligation to the Company to make any such
expenditures, nor shall the making thereof relieve the Company of any default.
9.2 AGENT'S OBLIGATIONS AND DUTIES. Anything herein to the
contrary notwithstanding, the Company shall remain liable under each contract
or agreement comprised
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in the Collateral to be observed or performed by the Company thereunder.
Neither the Agent nor any Bank shall have any obligation or liability under
any such contract or agreement by reason of or arising out of this Agreement
or the receipt by the Agent or any Bank of any payment relating to any of the
Collateral, nor shall the Agent or any Bank be obligated in any manner to
perform any of the obligations of the Company under or pursuant to any such
contract or agreement, to make inquiry as to the nature or sufficiency of any
payment received by the Agent or any Bank in respect of the Collateral or as
to the sufficiency of any performance by any party under any such contract or
agreement, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to the Agent or to which the Agent or any Bank may be entitled at
any time or times. The Agent's sole duty with respect to the custody, safe
keeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Uniform Commercial Code of the Commonwealth of
Massachusetts or otherwise, shall be to deal with such Collateral in the same
manner as the Agent deals with similar property for its own account.
10. SECURITIES AND DEPOSITS. The Agent may at any time, at its
option, upon the occurrence and during the continuation of an Event of
Default transfer to itself or any nominee any securities constituting
Collateral, receive any income thereon and hold such income as additional
Collateral or apply it to the Obligations. Whether or not any Obligations are
due, the Agent may demand, xxx for, collect, or make any settlement or
compromise which it deems desirable with respect to the Collateral.
Regardless of the adequacy of Collateral or any other security for the
Obligations, any deposits or other sums at any time credited by or due from
the Agent or any Bank to the Company may at any time upon the occurrence and
during the continuation of an Event of Default be applied to or set off
against any of the Obligations.
11. NOTIFICATION TO ACCOUNT DEBTORS AND OTHER OBLIGORS. If an Event
of Default shall have occurred and be continuing, the Company shall, at the
request of the Agent, notify account debtors on accounts, chattel paper and
general intangibles of the Company and obligors on instruments for which the
Company is an obligee of the security interest of the Agent in any account,
chattel paper, general intangible or instrument and that payment thereof is
to be made directly to the Agent or to any financial institution designated
by the Agent as the Agent's agent therefor, and the Agent may itself, if an
Event of Default shall have occurred and be continuing, without notice to or
demand upon the Company, so notify account debtors and obligors. After the
making of such a request or the giving of any such notification, the Company
shall hold any proceeds of collection of accounts, chattel paper, general
intangibles and instruments received by the Company as trustee for the Agent,
for the benefit of the Banks and the Agent, without commingling the same with
other funds of the Company and shall turn the same over to the Agent in the
identical form received, together with any necessary endorsements or
assignments. The Agent shall apply the proceeds of collection of accounts,
chattel paper, general intangibles and instruments received by the Agent to
the Obligations, such proceeds to be immediately entered after final payment
in cash or solvent credits of the items giving rise to them.
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12. FURTHER ASSURANCES. The Company, at its own expense, shall do,
make, execute and deliver all such additional and further acts, things,
deeds, assurances and instruments as the Agent may require and which is
commercially reasonable more completely to vest in and assure to the Agent
and the Banks their respective rights hereunder or in any of the Collateral,
including, without limitation, (a) executing, delivering and, where
appropriate, filing financing statements and continuation statements under
the Uniform Commercial Code, (b) obtaining governmental and other third party
consents and approvals, including without limitation any consent of any
licensor, lessor or other applicable party referred to in Section 2.3, (c)
obtaining waivers from mortgagees and landlords and (d) taking all actions
required by Sections 8-313 and 8-321 of the Uniform Commercial Code (1990) or
Sections 8-106 and 9-115 of the Uniform Commercial Code (1994), as applicable
in each relevant jurisdiction, with respect to certificated and
uncertificated securities.
13. POWER OF ATTORNEY.
13.1 APPOINTMENT AND POWERS OF AGENT. The Company hereby
irrevocably constitutes and appoints the Agent and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorneys-in-fact with full irrevocable power and authority in the place and
stead of the Company or in the Agent's own name, for the purpose of carrying
out the terms of this Agreement, to take any and all appropriate action and
to execute any and all documents and instruments that may be necessary or
desirable to accomplish the purposes of this Agreement and, without limiting
the generality of the foregoing, hereby gives said attorneys the power and
right, on behalf of the Company, without notice to or assent by the Company,
to do the following:
(a) upon the occurrence and during the continuance
of an Event of Default, generally to sell, transfer, pledge, make
any agreement with respect to or otherwise deal with any of the
Collateral in such manner as is consistent with the Uniform
Commercial Code of the Commonwealth of Massachusetts and as fully
and completely as though the Agent were the absolute owner thereof
for all purposes, and to do at the Company' expense, at any time, or
from time to time, all acts and things which the Agent deems
necessary to protect, preserve or realize upon the Collateral and
the Agent's security interest therein, in order to effect the intent
of this Agreement, all as fully and effectively as the Company might
do, including, without limitation, (i) the filing and prosecuting of
registration and transfer applications with the appropriate federal
or local agencies or authorities with respect to trademarks,
copyrights and patentable inventions and processes, (ii) upon
written notice to the Company, the exercise of voting rights with
respect to voting securities, which rights may be exercised, if the
Agent so elects, with a view to causing the liquidation in a
commercially reasonable manner of assets of the issuer of any such
securities and (iii) the execution, delivery and recording, in
connection with any sale or other disposition of any Collateral, of
the endorsements, assignments or other instruments of conveyance or
transfer with respect to such Collateral; and
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(b) to file such financing statements with respect
hereto, with or without the Company's signature, or a photocopy of
this Agreement in substitution for a financing statement, as the
Agent may deem appropriate and to execute in the Company's name such
financing statements and amendments thereto and continuation
statements which may require the Company's signature.
13.2 RATIFICATION BY COMPANY. To the extent permitted by
law, the Company hereby ratifies all that said attorneys shall lawfully do or
cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and shall be irrevocable.
13.3 NO DUTY ON AGENT. The powers conferred on the Agent
hereunder are solely to protect the interests of the Agent and the Banks in
the Collateral and shall not impose any duty upon the Agent to exercise any
such powers. The Agent shall be accountable only for the amounts that it
actually receives as a result of the exercise of such powers and neither it
nor any of its officers, directors, employees or agents shall be responsible
to the Company for any act or failure to act, except for the Agent's own
gross negligence or willful misconduct.
14. REMEDIES. If an Event of Default shall have occurred and be
continuing, the Agent may, without notice to or demand upon the Company,
declare this Agreement to be in default, and the Agent shall thereafter have
in any jurisdiction in which enforcement hereof is sought, in addition to all
other rights and remedies, the rights and remedies of a secured party under
the Uniform Commercial Code, including, without limitation, the right to take
possession of the Collateral, and for that purpose the Agent may, so far as
the Company can give authority therefor, enter upon any premises on which the
Collateral may be situated and remove the same therefrom. The Agent may in
its discretion require the Company to assemble all or any part of the
Collateral at such location or locations within the state(s) of the Company's
principal office(s) or at such other locations as the Agent may designate.
Unless the Collateral is perishable or threatens to decline speedily in value
or is of a type customarily sold on a recognized market, the Agent shall give
to the Company at least five (5) Business Days prior written notice of the
time and place of any public sale of Collateral or of the time after which
any private sale or any other intended disposition is to be made. The Company
hereby acknowledges that five Business Days prior written notice of such sale
or sales shall be reasonable notice. In addition, the Company waives any and
all rights that it may have to a judicial hearing in advance of the
enforcement of any of the Agent's rights hereunder, including, without
limitation, its right following an Event of Default to take immediate
possession of the Collateral and to exercise its rights with respect thereto.
To the extent that any of the Obligations are to be paid or performed by a
person other than the Company, the Company waives and agrees not to assert
any rights or privileges which it may have under Section 9-112 of the Uniform
Commercial Code of the Commonwealth of Massachusetts.
15. NO WAIVER, ETC. The Company waives demand, notice, protest, notice
of acceptance of this Agreement, notice of loans made, credit extended,
Collateral received or delivered or other action taken in reliance hereon and
all other demands and notices of any description. With respect to both the
Obligations and the Collateral, the Company assents to
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any extension or postponement of the time of payment or any other indulgence,
to any substitution, exchange or release of or failure to perfect any
security interest in any Collateral, to the addition or release of any party
or person primarily or secondarily liable, to the acceptance of partial
payment thereon and the settlement, compromising or adjusting of any thereof,
all in such manner and at such time or times as the Agent may deem advisable.
The Agent shall have no duty as to the collection or protection of the
Collateral or any income thereon, nor as to the preservation of rights
against prior parties, nor as to the preservation of any rights pertaining
thereto beyond the safe custody thereof as set forth in Section 9.2. The
Agent shall not be deemed to have waived any of its rights upon or under the
Obligations or the Collateral unless such waiver shall be in writing and
signed by the Agent with the consent of the Majority Banks. No delay or
omission on the part of the Agent in exercising any right shall operate as a
waiver of such right or any other right. A waiver on any one occasion shall
not be construed as a bar to or waiver of any right on any future occasion.
All rights and remedies of the Agent with respect to the Obligations or the
Collateral, whether evidenced hereby or by any other instrument or papers,
shall be cumulative and may be exercised singularly, alternatively,
successively or concurrently at such time or at such times as the Agent deems
expedient.
16. MARSHALLING. Neither the Agent nor any Bank shall be required to
marshal any present or future collateral security (including but not limited
to this Agreement and the Collateral) for, or other assurances of payment of,
the Obligations or any of them or to resort to such collateral security or
other assurances of payment in any particular order, and all of the rights of
the Agent hereunder and of the Agent or any Bank in respect of such
collateral security and other assurances of payment shall be cumulative and
in addition to all other rights, however existing or arising. To the extent
that it lawfully may, the Company hereby agrees that it will not invoke any
law relating to the marshalling of collateral which might cause delay in or
impede the enforcement of the Agent's rights under this Agreement or under
any other instrument creating or evidencing any of the Obligations or under
which any of the Obligations is outstanding or by which any of the
Obligations is secured or payment thereof is otherwise assured, and, to the
extent that it lawfully may, the Company hereby irrevocably waives the
benefits of all such laws.
17. PROCEEDS OF DISPOSITIONS; EXPENSES. The Company shall pay to the
Agent on demand any and all expenses, including reasonable attorneys' fees
and disbursements, incurred or paid by the Agent in protecting, preserving or
enforcing the Agent's rights under or in respect of any of the Obligations or
any of the Collateral. After deducting all of said expenses, the residue of
any proceeds of collection or sale of the Obligations or Collateral shall, to
the extent actually received in cash, be applied to the payment of the
Obligations in such order or preference as is provided in the Credit
Agreement, proper allowance and provision being made for any Obligations not
then due. Upon the final payment and satisfaction in full of all of the
Obligations and after making any payments required by Section 9-504(l)(c) of
the Uniform Commercial Code of the Commonwealth of Massachusetts, any excess
shall be returned to the Company, and the Company shall remain liable for any
deficiency in the payment of the Obligations.
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18. OVERDUE AMOUNTS. Until paid, all amounts due and payable by the
Company hereunder shall be a debt secured by the Collateral and shall bear,
whether before or after judgment, interest at the rate of interest for
overdue principal set forth in the Credit Agreement.
19. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT IS
INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
The Company agrees that any suit for the enforcement of this Agreement may be
brought in the courts of the Commonwealth of Massachusetts or any federal
court sitting therein and consents to the non-exclusive jurisdiction of such
court and to service of process in any such suit being made upon the Company
by mail at the address specified in Section 20 of the Credit Agreement. The
Company hereby waives any objection that it may now or hereafter have to the
venue of any such suit or any such court or that such suit is brought in an
inconvenient court.
20. WAIVER OF JURY TRIAL. THE COMPANY WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law,
the Company waives any right which it may have to claim or recover in any
litigation referred to in the preceding sentence any special, exemplary,
punitive or consequential damages or any damages other than, or in addition
to, actual damages. The Company (a) certifies that neither the Agent or any
Bank nor any representative, agent or attorney of the Agent or any Bank has
represented, expressly or otherwise, that the Agent or any Bank would not, in
the event of litigation, seek to enforce the foregoing waivers and (b)
acknowledges that, in entering into the Credit Agreement and the other Loan
Documents to which the Agent or any Bank is a party, the Agent and the Banks
are relying upon, among other things, the waivers and certifications
contained in this Section 20.
21. MISCELLANEOUS. The headings of each section of this Agreement
are for convenience only and shall not define or limit the provisions
thereof. This Agreement and all rights and obligations hereunder shall be
binding upon the Company and its respective successors and assigns, and shall
inure to the benefit of the Agent, the Banks and their respective successors
and assigns. If any term of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity of all other terms hereof shall in no
way be affected thereby, and this Agreement shall be construed and be
enforceable as if such invalid, illegal or unenforceable term had not been
included herein. The Company acknowledges receipt of a copy of this Agreement.
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IN WITNESS WHEREOF, intending to be legally bound, the Company has
caused this Agreement to be duly executed as of the date first above written.
STRIDE & ASSOCIATES, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Title
Accepted:
BANKBOSTON, N.A.,
as Agent
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Title: Vice President
CERTIFICATE OF ACKNOWLEDGMENT
COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 4th day of June, 1998, personally appeared Xxxxxxx Xxxxxxxxx
to me known personally, and who, being by me duly sworn, deposes and says that
he is the President of Stride & Associates, Inc., and that said instrument was
signed and sealed on behalf of said corporation by authority of its Board of
Directors, and said Xxxxxxx Xxxxxxxxx acknowledged said instrument to be the
free act and deed of said corporation.
/s/ Xxxx X. Xxxxxxxxxx
--------------------------------
Notary Public
My commission expires: 9/13/02
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