Exhibit 2.2
STOCK EXCHANGE AGREEMENT
This Agreement is entered into as of October 9, 1998, among XXXXXXXXX
RESEARCH & DEVELOPMENT COMPANY, a Colorado corporation (the "Company"); GRDC,
INC., a Colorado corporation ("GRDC"); and Xxxxx X. Xxxxxxxxx, Xxxxxx X.
Xxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx X. Xxxxxxxxx who are
shareholders of the Company (collectively, the "Shareholders").
RECITALS:
A. The common stock of the Company, no par value, is quoted on the OTC
Bulletin Board maintained by the National Association of Securities Dealers,
Inc. under symbol "GRDC." However, the common stock of the Company is not
actively traded and there is no market for the common stock.
B. Pursuant to that certain Agreement and Plan of Merger, MNS Eagle Equity
Group V, Inc., a Nevada corporation ("MNS") was merged into the Company
effective on January 21, 1998 (the "Merger"), pursuant to an Agreement and Plan
of Merger dated December 12, 1997 (the "Merger Agreement"); and as part of the
Merger, the Company issued to the shareholders of MNS an aggregate of 273,000
shares of the Company's common stock. Following the Merger, the Shareholders own
an aggregate of 1,200,000 shares of the common stock of the Company (the
"Control Shares"), as reflected on SCHEDULE A to this Agreement.
C. Pursuant to that certain Assignment and Indemnity Agreement dated June
8, 1998, the Company transferred all of its assets and liabilities to GRDC, its
wholly owned subsidiary, which also assumed all liabilities whatever of the
Company, and the Company owns all of the 10,000 shares of common stock, no par
value, of GRDC issued and outstanding (the "GRDC Shares").
D. The principal motivation of the Company in entering into the Merger and
becoming publicly held was to enhance the Company's ability to raise capital and
to create liquidity in its common stock, among other things; however, due to the
volatility of the stock markets, the Company's posture as a public company has
been frustrated by the lack of a market in the Company's stock, resulting in
consequent inability to raise capital.
E. The Shareholders, who were the principal owners of the Company prior to
the Merger, now wish to exchange substantially all of the Control Shares for the
GRDC Shares in order to obtain complete ownership of GRDC, INC. and operate it
as a privately held company; and the Board of Directors of the Company has no
objection to such exchange.
Page 1
NOW THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties set forth below, the parties agree that:
1. The Exchange of Shares. It is the desire of the Shareholders and of the
Board of Directors of the Company that the Shareholders and the Company enter
into an exchange of shares (the "Exchange") in which the Shareholders shall
transfer to the Company an aggregate of 1,175,000 of the Control Shares (the
"Exchange Shares") in exchange for the Company's transfer to them on a ratable
basis of all the GRDC Shares. On the effective date of the Exchange, the
following shall occur:
(a) All certificates evidencing the Control Shares shall be surrendered by
the Shareholders to the Company for cancellation, which certificates shall
either be signed for transfer on the reverse side or shall be accompanied by
signed stock powers, in each case signed in the exact name in which the
certificate is registered; upon receiving such certificates the 1,175,000
Exchange Shares comprising part of the Control Shares shall be cancelled on the
transfer books of the Company and resume the status of authorized and unissued
shares. The number of Exchange Shares being transferred to the Company by each
Shareholder is reflected on SCHEDULE A to this Agreement.
(b) Certificates evidencing the 25,000 Control Shares not being cancelled
or exchanged but being retained by the Shareholders (the "Balance Shares") shall
be issued by the Company at Closing to the Shareholders in the respective
denominations reflected on SCHEDULE A to this Agreement, based upon percentage
of ownership of the Control Shares; only one certificate to be issued to each
Shareholder. Each certificate issued evidencing Balance Shares shall be subject
to the same restrictions on transfer and other limitations, if any, as the
Control Shares submitted for cancellation; except that, if a Shareholder owns
both restricted and unrestricted shares, the Shareholder shall be deemed to
retain the unrestricted shares as Balance Shares. However, if the number of
unrestricted shares owned by a Shareholder is less than the number of Balance
Shares being retained, the Shareholder shall receive two certificates, one
unrestricted and the other containing the same restrictions to which the
restricted shares now are subject.
(c) The issued and outstanding certificates registered in the Company's
name and evidencing the GRDC Shares shall be cancelled on the books of GRDC, and
the GRDC Shares shall be reissued in the names of and delivered to the
Shareholders in the respective denominations reflected on SCHEDULE A to this
Agreement. The GRDC Shares have not been registered under the Securities Act of
1933, as amended ("Act"), and each certificate evidencing GRDC Shares shall bear
a customary form of investment legend restricting transfer thereof except upon
registration under the Act or pursuant to an available exemption from such
registration requirements.
2. Effect of This Transaction. The effect of this transaction shall be to
transfer ownership of GRDC from the Company to the group of Shareholders, thus
restoring to them the ownership of the business now owned and operated in GRDC,
and to cancel all of the Control Shares except the Balance Shares.
Page 2
3. Shareholder Approval. As soon as reasonably practical, the Secretary of
the Company shall call a special meeting of the shareholders of the Company to
consider and vote upon the Exchange. The vote requirement shall be that imposed
by Colorado law in regard to bulk sales of corporate assets. If shareholder
approval is duly obtained at such meeting, this Agreement and the transactions
herein contemplated shall be promptly closed following that meeting and all
deliveries made as herein called for.
4. Waiver of Damages or Compensation.
(a) GRDC and the Shareholders all and severally forever waive the right
to claim any money or other damages or recompense of any kind whatsoever from
the Company based upon, and each and severally acknowledge and agree that he,
she or it has not suffered any money or other damages as a result of, the Merger
or any breach or alleged breach of the Merger Agreement, the failure or alleged
failure of any of the Company's representations or warranties set forth in the
Merger Agreement, or in connection with this Agreement and the transactions
herein contemplated. However, nothing herein shall relieve GRDC from any of its
obligations or liabilities assumed or existing under the Assignment and
Indemnity Agreement, or from any obligations that may exist due to the failure
of any warranty or representation made by GRDC in the Assignment and Indemnity
Agreement.
(b) The Company forever waives the right to claim any money or other
damages or recompense of any kind whatsoever from GRDC or any of the
Shareholders based upon, and acknowledges and agrees that it has not suffered
any money or other damages as a result of, any breach or alleged breach of the
Merger Agreement by them or any of them, or in connection with this Agreement
and the transactions herein contemplated.
(c) By transferring and surrendering the Exchange Shares to the Company,
the Shareholders forever waive any increase in value which might accrue to them
as a result of any increase in the value or market price of the shares of
capital stock of the Company. By transferring the GRDC Shares to the
Shareholders, the Company forever waives any equity interest or other right or
interest whatsoever in or to GRDC, including any increase in value which the
shares of capital stock of GRDC may ever undergo.
5. Representations and Warranties. The following representations and
warranties of the parties shall survive the Closing.
(a) The Company represents and warrants that, since transferring its
assets and liabilities to GRDC pursuant to the Assignment and Indemnity
Agreement, it has not had operations or done any business other than to act as
the parent and holding company of GRDC and to perform such acts as are required
by law.
Page 3
(b) The Company represents and warrants that there are now and at
Closing immediately prior to consummation of this Agreement there will be
1,473,000 shares of its common stock issued and outstanding, and the Company has
not issued any shares convertible into or exchangeable for its capital stock, or
any option or other right entitling any person to acquire shares of its capital
stock.
(c) The Company and GRDC represent and warrant that there are now and
will be at Closing an aggregate of 10,000 shares of GRDC's common stock issued
and outstanding, and that there are not now issued or outstanding any shares
convertible into or exchangeable for GRDC's capital stock, or any option or
other right entitling any person to acquire shares of GRDC's capital stock.
(d) The Company represents and warrants to the Shareholders that the
GRDC Shares being transferred to the Shareholders are free and clear of any
claim of a third party, or any lien, claim or other encumbrance whatsoever.
(e) The Company represents and warrants to the Shareholders that there
are no claims, actions, suits, proceedings or investigations pending or
threatened against or affecting GRDC or the Company in any court or by or before
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or other instrumentality, domestic or foreign, or
arbitration tribunal or other forum.
(f) The Company represents and warrants to the Shareholders that the
Company and GRDC have no obligations or debts of any kind, contingent or direct,
except as respectively shown on the balance sheets of the Company and GRDC dated
as of September 30, 1998.
(g) Each Shareholder represents and warrants to the Company that the
Exchange Shares being transferred to the Company are free and clear of any claim
or ownership rights of a third party, or any lien, claim or other encumbrance
whatsoever, except for spousal rights created by law, and that he or she has
full power and authority to transfer and deliver the Exchange Shares as herein
called for.
(h) Each Shareholder represents and warrants to the Company that the the
financial condition and results of operations of the Company are accurately
reflected on the Company's balance sheet as of September 30, 1998 and its other
financial statements for the nine months ended September 30, 1998, and that the
Company has no obligations or debts of any kind, contingent or direct, except as
shown on the balance sheet of the Company dated as of September 30, 1998.
(i) Each Shareholder represents and warrants to the Company that the the
financial condition and results of operations of GRDC are accurately reflected
on its balance sheet as of September 30, 1998 and its other financial statements
for the period ended September 30, 1998, and that GRDC has no obligations or
debts of any kind, contingent or direct, except as shown on the balance sheet of
GRDC dated as of September 30, 1998.
Page 4
(j) Each Shareholder represents and warrants to the Company that he or
she, as the case may be, is not owed any salary or other compensation whatever,
is not owed any expense reimbursements, and is not owed any stock or other
rights in or to the Company.
(k) The Shareholders represent and warrant to the Company that no one
other than Shareholders are officers or directors of the Company or have any
operational or day-to-day responsibilities for the Company, and that the
representations of the Company herein are true and correct.
6. Resignations of Officers and Directors, Etc. At the Closing, the
existing officers and directors of the Company shall tender their resignations
as officers and directors, which resignations shall state that the resigning
persons are not owed any compensation, expense reimbursements or stock of any
kind, and the following persons shall be elected as the officers and directors
of the Company:
Xxxxxxx X. Xxxxxx DIRECTOR, President, CEO
7. Reliance by Transfer Agent. Every current and future transfer agent and
registrar of the Company's common stock may rely upon this Agreement as
authority for the cancellation of the Exchange Shares and their return to the
status of authorized and unissued shares.
8. Closing. Closing of the transactions herein contemplated shall occur and
all required deliveries shall be made as soon as possible after the approval of
the Company's shareholders is duly obtained. At the Closing:
(a) The Shareholders shall surrender and transfer the Exchange Shares
to the Company as called for in Paragraph 1 hereof;
(b) The Company shall issue the Balance Shares to the Shareholders as
called for in Paragraph 1 hereof;
(c) The Company shall cancel the GRDC Shares registered in its name
and reissue them to the Shareholders as called for in Paragraph 1
hereof;
(d) The existing officers and directors of the Company shall resign,
and the proper persons shall be elected as the officers and
directors of the Company, as called for in Paragraph 6 hereof;
Page 5
9. Miscellaneous Provisions.
(a) Notices. Every notice, request and instruction required or permitted
under this Agreement shall be in writing and, except as otherwise permitted
herein, shall be delivered by registered or certified mail, telegram or cable,
overnight air courier or other messenger service which requires the receiver's
signature and regularly retains its delivery receipts, or by personal delivery,
if to a Shareholder, in care of GRDC, and if to the Company or to GRDC, then as
follows:
If to GRDC: 0000 Xxxxx Xxxx Xxx
Xxxxxxxx, Xxxxxxxx 00000
If to the Company 0000 Xxxxx Xxxx Xxx
prior to Closing: Xxxxxxxx, Xxxxxxxx 00000
If to the Company 00000 Xxxx Xxxxxxx Xxxxxx
after the Closing: Xxxxxx, Xxxxxxxx 00000
or to any subsequent address provided by a party or such other persons in
accordance with this Paragraph.
(b) Expenses. Each party shall bear its own costs and expenses in
connection with this Agreement, and no party shall be liable to any other party
for any costs or expenses incurred in connection with this Agreement.
(c) Benefit. This Agreement shall be binding upon and inure to the
benefit of the Company and GRDC and the Shareholders, and their respective
heirs, successors, assigns and legal representatives. The Shareholders
acknowledge that other persons who subsequently control or own shares of the
Company will be relying upon the representations and warranties of the
Shareholders contained herein.
(d) Governing Law; etc. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado and shall be
interpreted as if all parties participated equally in its drafting. Headings
appearing in this Agreement are employed for convenience of reference only and
shall not be considered in interpreting this Agreement.
(e) Amendment; Entire Agreement. This Agreement may not be amended or
supplemented except by an agreement in writing signed by the Company, GRDC and
all the Shareholders. However, once this Agreement has been approved by the
shareholders of the Company, no amendment shall alter or change the number of
Exchange or Balance Shares, or otherwise materially alter or change any of the
terms or conditions of this Agreement. This Agreement contains the entire
agreement between the parties.
Page 6
(f) Severability. In the event any provision of this Agreement is deemed
to be unenforceable for any reason, such provision shall not invalidate the
remaining portion of this Agreement, which if possible shall be enforced as if
such unenforceable provision never were written.
(g) Waiver. Any party may waive the satisfaction of any one or more
conditions precedent to its obligations hereunder and may waive any other rights
hereunder. Any such waiver shall be in writing, signed by the party or the
president of the party making the waiver and shall clearly identify the
condition precedent or other right being waived. No such waiver shall operate as
a subsequent waiver of any other condition precedent or other right.
(h) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original, but all of which
together shall constitute one and the same instrument.
(i) Further Actions. If at any time the Company or GRDC shall consider
or be advised that any further assurances in law are necessary or desirable to
effect the Exchange or to perfect or confirm title or ownership to the GRDC
Shares or Exchange Shares, or to otherwise carry out the provisions of this
Agreement, then the proper officers and directors of the Company or GRDC as the
case may be or any Shareholder upon request shall execute and deliver to the
requesting party any and all such assignments and assurances in law, and do all
things necessary or proper to effect the Exchange or to perfect or confirm
title.
(j) No Advice Given. The Survivors and GRDC acknowledge and agree that
they have not sought or received any legal or tax advice desired in relation to
the proposed Exchange and other transactions contemplated in this Agreement from
the Company or any person associated with the Company, but have instead relied
on advice and counsel furnished by their own legal, tax, accounting or other
advisers in order to satisfy themselves as to the tax and other legal
implications to them of the Exchange and other transactions contemplated herein.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement
and have initialled every preceding page effective as of the date first above
written.
XXXXXXXXX RESEARCH & GRDC, INC.
DEVELOPMENT COMPANY
By /s/ Xxxxx X. Xxxxxxxxx By /s/ Xxxxx X. Xxxxxxxxx
----------------------------- -----------------------------
Xxxxx X. Xxxxxxxxx, President Xxxxx X. Xxxxxxxxx, President
Page 7
SHAREHOLDERS' SIGNATURE PAGE
to
STOCK EXCHANGE AGREEMENT
Dated October 9, 1998
Xxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx
X /s/ Xxxxx X. Xxxxxxxxx X /s/ Xxxxxx X. Xxxxxxxxx
------------------------------- -----------------------------------
Signature Signature
Xxxxx X. Xxxxxxxxx Xxxxxxx Xxxxxxxxx
X /s/ Xxxxx X. Xxxxxxxxx X /s/ Xxxxxxx Xxxxxxxxx
------------------------------- ----------------------------------
Signature Signature
Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx
X /s/ Xxxxx Xxxxxxxxx X /s/ Xxxxxx Xxxxxxxxx
------------------------------- -----------------------------------
Signature Signature
Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx
X /s/ Xxxxx Xxxxxxxx X /s/ Xxxxxx Xxxxxxx
------------------------------- -----------------------------------
Signature Signature
Xxxxxxx X. Xxxxxxxxx
X /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Signature
Page 8
SCHEDULE A
to
STOCK EXCHANGE AGREEMENT Dated October 9, 1998
Among Xxxxxxxxx Research & Development Company,
GRDC, INC., and certain individuals
No. of No. of No. of No. of
Control Exchange Balance GRDC
Shareholder Name Shares Shares Shares Shares
-------------------- ------- -------- ------- ------
Xxxxxx X. Xxxxxxxxx 120,000 117,500 2,500 1,000
Xxxxx X. Xxxxxxxxx 120,000 117,500 2,500 1,000
Xxxxxxx Xxxxxxxxx 5,000 4,896 104 41
Xxxxx Xxxxxxxxx 5,000 4,896 104 41
Xxxxxx Xxxxxxxxx 5,000 4,896 104 42
Xxxxx Xxxxxxxx 5,000 4,896 104 42
Xxxxxx Xxxxxxx 5,000 4,896 104 42
Xxxxx X. Xxxxxxxxx 470,000 460,208 9,792 3,917
Xxxxxxx X. Xxxxxxxxx 465,000 455,312 9,688 3,875
--------- --------- --------- ---------
TOTALS 1,200,000 1,175,000 25,000 10,000
========= ========= ========= =========
Page 9
ACKNOWLEDGMENT
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxx X. Xxxxxxxxx, known to me to be the President of XXXXXXXXX RESEARCH AND
DEVELOPMENT CO., a Colorado corporation, who after being duly sworn declared
that he executed the foregoing Stock Exchange Agreement as his free act and
deed, and that the statements therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx
------------------------------- Commission Expires: 12/8/98
Notary Public
(SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxx X. Xxxxxxxxx, known to me to be the President of GRDC, Inc., a Colorado
corporation, who after being duly sworn declared that he executed the foregoing
Stock Exchange Agreement as his free act and deed, and that the statements
therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx
------------------------------ Commission Expires: 12-8-98
Notary Public
(SEAL)
Page 10
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxx X. Xxxxxxxxx, who after being duly sworn declared that he/she executed the
foregoing Stock Exchange Agreement as his/her free act and deed, and that the
statements therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx
------------------------------- Commission Expires: 12/8/98
Notary Public
(SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxx X. Xxxxxxxxx, who after being duly sworn declared that he/she executed the
foregoing Stock Exchange Agreement as his/her free act and deed, and that the
statements therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx Commission Expires: 12/8/98
-------------------------------
Notary Public
(SEAL)
Page 11
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxxxx X. Xxxxxxxxx, who after being duly sworn declared that he/she executed
the foregoing Stock Exchange Agreement as his/her free act and deed, and that
the statements therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx
------------------------------ Commission Expires: 12-8-98
Notary Public
(SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxxx X. Xxxxxxxxx, who after being duly sworn declared that he/she executed
the foregoing Stock Exchange Agreement as his/her free act and deed, and that
the statements therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx
------------------------------- Commission Expires: 12-8-98
Notary Public
(SEAL)
Page 12
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxx Xxxxxxxxx, who after being duly sworn declared that he/she executed the
foregoing Stock Exchange Agreement as his/her free act and deed, and that the
statements therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx
------------------------------ Commission Expires: 12-8-98
Notary Public
(SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxx Xxxxxxxx, who after being duly sworn declared that he/she executed the
foregoing Stock Exchange Agreement as his/her free act and deed, and that the
statements therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx
------------------------------ Commission Expires: 12-8-98
Notary Public
(SEAL)
Page 13
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxxx Xxxxxxxxx, who after being duly sworn declared that he/she executed the
foregoing Stock Exchange Agreement as his/her free act and deed, and that the
statements therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx
------------------------------ Commission Expires: 12-8-98
Notary Public
(SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxxx Xxxxxxx, who after being duly sworn declared that he/she executed the
foregoing Stock Exchange Agreement as his/her free act and deed, and that the
statements therein set forth are true and correct.
Sworn to and Subscribed on October 10, 1998.
X /s/ Xxxxx Xxxx
------------------------------ Commission Expires: 12-8-98
Notary Public
(SEAL)
Page 14
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
Xxxxxxx Xxxxxxxxx, who after being duly sworn declared that he/she executed the
foregoing Stock Exchange Agreement as his/her free act and deed, and that the
statements therein set forth are true and correct.
Sworn to and Subscribed on October 17, 1998.
X /s/ Xxxxxxx X. Xxxx
------------------------------ Commission Expires: 9-10-2001
Notary Public
(SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF __________ )
I HEREBY CERTIFY that before me, a Notary Public duly commissioned and
qualified in and for the above stated jurisdiction, personally came and appeared
_______________, who after being duly sworn declared that he/she executed the
foregoing Stock Exchange Agreement as his/her free act and deed, and that the
statements therein set forth are true and correct.
Sworn to and Subscribed on October __ , 1998.
X Commission Expires:
-------------------------------
Notary Public
(SEAL)
Page 15
