Exhibit 10.15
AGREEMENT
THIS AGREEMENT ("Agreement") is dated March 8, 2002, and made effective
the 28th day of December, 2001, by and between FORELAND CORPORATION, a Nevada
corporation ("Foreland"), and COLOUR HOLDINGS, LTD., a Guernsey corporation
("CHL"), on the following:
Premises
A. Foreland has suffered extreme shortages of working capital and cash
since the voluntary surrender of its oil producing, transportation, asphalt
refining, and asphalt marketing assets in 1999-2000. Despite these shortages of
working capital and cash, Foreland was able to organize a drilling venture that
drilled an exploratory well in Nevada in early 2001, but that well was plugged
and abandoned as a dry hole. Accordingly, Foreland was not able to pay its
$600,000 obligation to Petro Source Corporation Foreland has ongoing capital
requirements for payments due on its Nevada leases, to satisfy its regulatory
requirements to maintain its corporate status, for general and administrative
costs, and related matters. Based on these circumstances, Foreland has been
struggling to implement a plan that would enable it to meet its ongoing
obligations and to be able to address the claims of creditors with past due
amounts owing.
B. CHL is interested in acquiring on the terms and conditions set forth
herein the leases covering Foreland's current principal exploration prospects,
full title to the related geological and geophysical database, and all attendant
indicia of ownership, including the right to manage, at its own discretion, such
leases and database.
C. Foreland is willing to enter into this Agreement on the condition
that it be granted an option to reacquire its leases and other assets in the
event Foreland can complete a partial recapitalization and under certain other
circumstances, as more fully set forth below.
NOW THEREFORE, upon these premises, which are incorporated herein by
reference, it is agreed as follows:
Agreement
1. Foreland Grants and Conveyances; Back-Up Security Interest:
(a) In consideration of the payments and covenants by CHL set
forth in this Agreement, Foreland agrees as follows:
(i) Foreland hereby sells, transfers and conveys to
CHL all of Foreland's right, title and interest in and to the
oil and gas leases in Eureka, Xxx and Xxx Counties, Nevada,
more particularly described on Exhibit A attached hereto and
incorporated herein by reference. At the request of CHL,
Foreland shall execute and deliver to CHL one or more
assignments in form and substance suitable for recordation in
the Office of the County Recorder, Bureau of Land Management,
or other public official to further evidence the foregoing
conveyances. Such lease rights are conveyed without warranty.
(ii) Foreland hereby sells, transfers and conveys to
CHL all of Foreland's right, title and interest in and to the
geological and geophysical database developed or acquired by
Foreland and relating to the leases described on Exhibit A to
have and to hold the same unto CHL and its successors and
assigns forever, with full right, power and authority to xxx
for and collect the same, in the name, place and stead of
Foreland or otherwise
(iii) Foreland grants to CHL the nonexclusive and
irrevocable paid-up right of access and license to use and
copy any other geological or geophysical data developed or
acquired by Foreland or under its care, custody and control
relating to Nevada.
(b) CHL and Foreland intend that the conveyances set forth in
Section 1(a) above shall constitute a true sale with respect to the
assets described in paragraphs (i) and (ii) of said Section 1(a) (the
"Conveyed Assets"). Following such conveyance, until any exercise of
the options described in Sections 6 and 7 below, CHL shall have the
risk of loss with respect to, and shall otherwise bear all of the
burdens and enjoy all of the benefits of ownership of, the Conveyed
Assets. In the event that any party shall nevertheless allege that such
conveyances constitute a security arrangement for the repayment of the
advances contemplated by Section 2 below or for any other obligation or
liability of Foreland to CHL, then this Agreement shall constitute a
security agreement meeting the requirements of Article 9 of the New
York Uniform Commercial Code and Foreland shall be deemed hereby to
have granted a first priority security interest in the Conveyed Assets
to CHL. CHL is hereby authorized to file in any jurisdiction or
jurisdictions it deems appropriate UCC financing statements covering
the Conveyed Assets naming Foreland as debtor. Foreland agrees to take
such actions and to execute such documents as are reasonably requested
by CHL in order to implement this Section 1.
(c) CHL hereby grants to Foreland a non-exclusive license,
without right to sublicense, to the geological and geophysical database
developed or acquired by Foreland and relating to the leases described
on Exhibit A.
2. Payments and Obligations of CHL. For and in consideration of the
conveyances, grants and rights of CHL under this Agreement, CHL agrees as
follows:
(a) CHL has paid to Foreland the amount of $55,000 by wire
transfer of immediately available funds transmitted to Foreland's
account. Such amount was used by Foreland to pay accounts payable,
including lease payments due on or before December 31, 2001.
(b) CHL shall timely provide funds for the payment of annual
lease rentals due on each of the leases described on Exhibit A that are
due on or before December 31, 2002, except (i) as CHL and Foreland may
reasonably determine based on consideration of the size of the lease,
its proximity to foreseeable exploration prospects, and other
commercially reasonable criteria or (ii) subject to the last sentence
of Section 3(a), as CHL may determine in its sole discretion.
Notwithstanding the foregoing, (i) the aggregate annual amount payable
by CHL under all of such leases shall not exceed $60,000 and (ii) CHL's
obligations hereunder shall terminate automatically upon the exercise
of either the Foreland option or the CHL option.
(c) Until the earlier of (i) December 31, 2002, (ii) the
exercise of either the Foreland option or the CHL option or (iii) the
date after which Xxxxx Xxxxxx is no longer available personally to
provide the required services outlined hereafter, CHL shall also
provide funding for managing and exploring the leases and preserving
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and protecting the geological and geophysical data; seeking to organize
a group of industry or financial participants who may be willing to
undertake specific drilling, geological, geophysical or other
exploration on prospects covered by the leases; reimbursing Foreland
$7,000 as a monthly fee to Xxxxx Xxxxxx for his management and
administrative services; paying expenditures for travel, lodging and
subsistence in seeking to explore the project; paying fees of Xxxxx
Xxxxxx and Xxxx Xxxxxxxxxxx for presenting geological and geophysical
information with respect to exploration prospects within the leases,
and similar items related to the exploration of the potential of the
leases. Foreland and Xxxxx Xxxxxx shall use their best efforts and as
much time as is necessary to work with, assist and advise CHL regarding
the management and exploration of the leases and the preservation and
protection of the geological and geophysical data; the organization of
a group of industry or financial participants who may be willing to
undertake specific drilling, geological, geophysical or other
exploration on prospects covered by the leases. Notwithstanding the
above, CHL shall under no circumstances be committed to spend an
aggregate amount of more than $120,000 hereunder. Foreland acknowledges
that CHL will rely on Foreland's and Xxxxx Xxxxxx'x advice, assistance
and cooperation in connection with the matters described above but that
CHL will also have the authority to make its own determinations, and to
employ additional consultants and advisors of its choosing, in
connection with such matters. As CHL is the absolute owner of the
leases and database assets, CHL shall have no fiduciary or other
obligations to Foreland or its security holders in connection with, and
under no circumstances shall CHL be liable to Foreland or its security
holders for, any loss or mismanagement of or damage to the leases or
data or any determination not to exploit those assets.
(d) CHL shall also provide loans for Foreland to pay general
and administrative expenses as well as legal, accounting and related
costs of meeting regulatory requirements to maintain its corporate good
standing, to complete financial statements and tax returns, and to
comply with its obligations to file annual, quarterly and other current
reports with the Securities and Exchange commission. Notwithstanding
the above, CHL's obligation hereunder shall (i) terminate immediately
after Foreland becomes aware (by notice or otherwise) of any legal,
bankruptcy or other action against Foreland by any of its shareholders,
creditors or any other party (and Foreland shall immediately notify CHL
of such action), (ii) in any case not exceed a loan amount of $35,000
per year, and (iii) terminate automatically on the earliest of the
exercise of the Foreland option or the CHL option, December 31, 2002,
or the date Xxxxx Xxxxxx is no longer available personally to provide
the required services outlined above.
3. Methods of Disbursement; Conditions to Funding:
(a) In order to coordinate the orderly disbursement of funds
to be provided by CHL pursuant to paragraph 2, on or before the
twentieth day of each month, Foreland shall submit to CHL a schedule
setting forth the lease payments due in the succeeding 30 days as well
as details of other expenditures budgeted by Foreland and to be paid by
CHL under the terms of this Agreement, including reasonable
documentation or support for each of the proposed expenditures. CHL
shall review such schedule and shall, within five business days after
receipt and mutual agreement of such schedule, (i) subject to the last
sentence of this Section 3(a), transmit to Minerals Management Services
at its address for receiving payments on the Nevada leases, which
address Foreland shall provide to CHL, the full amount due for leases
during such month and (ii) forward to Foreland the balance of the
amount requested, except for specific line items to which CHL may
reasonably object. In the case of any items to which CHL objects,
Foreland and CHL shall cooperate and negotiate in good faith for the
resolution of items about which there are disagreements. If CHL elects
not to make a lease payment, Foreland may, but shall not be required
to, obtain funds from other sources to make such payment, and if it
does so, CHL shall reconvey such lease to Foreland without requiring
additional consideration.
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(b)(i) It shall be a condition to the obligation of CHL to
fund any amount hereunder that (A) the Board of
Directors of Foreland shall have approved an
amendment to the Rights Agreement dated as of May 12,
1997 between Foreland and Atlas Stock Transfer
Corporation, as rights agent (the "Rights
Agreement"), (I) excepting CHL and each of its
affiliates and transferees from the definition of
"Acquiring Person" under the Rights Agreement with
respect to any securities of Foreland issued
hereunder (alone or together with any other
securities of Foreland acquired by CHL or its
affiliates or transferees) and providing that no
"Separation Date" shall occur as a consequence of any
acquisition of Foreland securities hereunder by CHL
or its affiliates or transferees (alone or together
with any other securities of Foreland acquired by CHL
or its affiliates or transferees) and (II) providing
that no transaction to which CHL or any of its
affiliates or transferees are party shall constitute
a "Flip-over Transaction or Event" under the Rights
Agreement and (B) CHL and its affiliates and
transferees shall have been removed from the scope of
all applicable anti-takeover, control share and
comparable statutes. In the event that CHL
nevertheless funds any amounts prior to the
satisfaction of these conditions, the exercise of the
Foreland option shall be conditioned upon
satisfaction of these conditions.
(ii) It shall be a further condition to the obligation of
CHL to fund any amount hereunder that (A) there shall
have been no proceeding instituted by or against
Foreland under the United States Bankruptcy Code or
any other federal or state insolvency or receivership
statute and (B) there shall have been no material,
adverse chance in the business, operations or
prospects of Foreland, taken as a whole, since the
date of this Agreement.
(iii) It shall be a further condition to the obligation of
CHL to fund any amount hereunder on or after the 90th
day from the date of this Agreement that Foreland
shall have amended its certificate of incorporation,
in accordance with applicable securities laws, to
prohibit any party accumulating Foreland shares in an
amount which would result in a limitation on
availability of net operating losses of Foreland
under the Internal Revenue Code of 1986, as amended.
(iv) In the event that CHL requests in writing that
Foreland (A) amend its certificate of incorporation,
in accordance with applicable securities laws, to
provide that a resolution of the Board of Directors
of Foreland to file for relief under the United
States Bankruptcy Code or any other federal or state
insolvency or receivership statute must be
unanimously approved by such Board of Directors
and/or (B) obtain stockholder approval of this
Agreement and the transactions contemplated hereby,
provided that the costs of seeking stockholder
approval of such amendment, this Agreement and the
transactions contemplated hereby (up to $50,000) are
advanced by CHL as an additional loan pursuant to
Section 2(d), the obligation of CHL to fund any
amount hereunder on or after the 90th day following
such written request shall be conditioned upon such
amendment being effected and such stockholder
approvals being obtained (collectively, the
"Contingent Conditions"). Without the limitation of
any other remedies that are available, in the event
the Contingent Conditions are not satisfied by the
90th day following such written request, provided CHL
has met its funding obligation with respect to the
seeking of such stockholder approvals, CHL shall no
longer be restricted in seeking to collect on or
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enforce any indebtedness of Foreland it may acquire
from other creditors of Foreland (as provided in
Section 4) and the Foreland option shall no longer be
exercisable.
(v) It shall be a condition to the obligation of CHL to
fund any amount hereunder on or after February 28,
2001, that Foreland shall have provided CHL with lien
searches confirming the absence of any liens on the
Conveyed Assets in favor of any person other than (i)
a lien filed in favor of 2N Company LLC in the amount
of approximately $50,000 and (ii) any judgment liens
that may have been filed by Foreland's existing
judgment creditors in an aggregate amount up to
approximately $475,000, provided that any UCC filings
made by CHL shall not be a violation of this
condition.
4. Outstanding Obligations Due by Foreland. Foreland has various
obligations due to third parties, principally for debts incurred in connection
with Foreland's exploration activities in Nevada prior to January 1, 2000, some
of which have been reduced to judgments in favor of such creditors, including
those summarized on Exhibit B attached hereto and incorporated herein by
reference. Except as set forth on Exhibit B and as described in Foreland's
Quarterly Report on Form 10-QSB for the quarterly period ending June 30, 2001
(the "10-Q"), Foreland has no indebtedness, contingent or otherwise, to any
party other than (i) rental obligations under the leases included in the
Conveyed Assets and (ii) accounts payable incurred in the ordinary course of
business in an aggregate amount not exceeding $50,000. CHL has acquired the
Foreland secured promissory note previously held by Petro Source (the "Petro
Source Note") and CHL shall have the right, but not the obligation, to contact
all or any of the remaining creditors identified on Exhibit B to attempt to
purchase such creditor's claim or rights for such consideration as may be
acceptable to CHL and the creditor. At CHL's request, Foreland shall cooperate
and assist in such endeavor. Foreland commits not to pay any dividends on,
redeem or make other payments or distributions of any kind with respect to its
equity securities or derivatives or prepay any indebtedness held by third
parties until all amounts due to CHL (as a result of CHL's purchase of
creditor's rights and claims, including the Petro Source Note, or otherwise) and
all interest accrued thereon shall be fully paid.
5. Right of First Refusal. In the event that CHL proposes, at any time
until midnight December 31, 2002, to enter into any agreement for the sale,
lease, or other conveyance of any interest in the assets and rights conveyed and
granted pursuant to paragraph 1, it shall notify Foreland in writing of the
terms of such proposed transaction and the identity of the proposed transferee,
and Foreland shall have the right to acquire such interest on the same terms as
set forth in such notice at any within 30 days after receipt of such notice from
CHL. If CHL does not complete the transaction with such third party on terms no
less favorable to CHL than set forth in the notice within 60 days after such
notice to Foreland, CHL shall again be required to comply with the provisions of
this paragraph prior to any subsequent agreement for conveyance of any interest
in such assets.
6. Foreland Option. CHL hereby grants to Foreland the option,
exercisable by written notice to CHL at any time on or before midnight, December
31, 2002, to reacquire all of the assets granted and conveyed pursuant to
paragraph 1 in consideration of the issuance by Foreland to CHL of that number
of shares of common stock such that CHL shall, following such issuance, hold a
number of shares that equal 34.2% of the shares of common stock then issued and
outstanding determined on an as converted basis of Foreland then issued and
outstanding and issuable on the conversion of outstanding shares of preferred
stock, plus a promissory note in an amount equal to all expenditures by CHL to
or on behalf of Foreland pursuant to paragraph 2 of this Agreement, provided,
however, that:
Either one of the two following events shall have occurred:
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(i) The Petro Source Note and the promissory note to
Grant Geophysical (and any other long-term
indebtedness specified by CHL) are repaid,
restructured in form acceptable to CHL, or purchased
by CHL; or
(ii) CHL shall have realized a gain of over $1,000,000
from the exploitation of CHL's right, title or
interest to the assets granted or conveyed pursuant
to paragraph 1 or from net revenue from such assets.
For purposes of this clause (ii), gain shall be the
amount by which the cash or fair market value of
other consideration received exceeds the aggregate
amount paid by CHL to or for the benefit of Foreland
pursuant to paragraph 2.
The promissory note for reimbursement of the expenditures under this Agreement
by CHL shall bear interest at the prime rate, as adjusted from time to time and
compounding annually until the note is paid, and shall be repayable in
consecutive equal annual installments of principal and interest over a period of
years to be determined by Foreland at the time of exercise of its option,
subject to the requirement that Foreland shall make no dividends or other
payments or distributions of any kind on or redeem its equity securities or
derivatives or prepay any indebtedness held by a third party before the note is
fully paid.
7. CHL Option. Foreland hereby grants to CHL the option, exercisable by
written notice to Foreland at any time on or before midnight, December 31, 2002,
to reconvey to Foreland the assets conveyed and granted pursuant to paragraph 1
above in consideration of the issuance by Foreland to CHL of that number of
shares of Foreland common stock such that CHL shall, following such issuance,
hold a number of shares that shall equal 34.2% of the number of shares of common
stock determined on an as converted basis of Foreland then issued and
outstanding and issuable on the conversion of outstanding shares of preferred
stock, plus a promissory note in an amount equal to all expenditures by CHL to
or on behalf of Foreland pursuant to paragraph 2 of this Agreement.
8. Antidilution. Foreland irrevocably and unconditionally agrees that,
except as otherwise consented to in writing by CHL, it will issue equity
securities and derivatives from and after the date hereof only if such issuance
could not result in a limitation on availability of net operating losses of
Foreland under the Internal Revenue Code of 1986, as amended. Foreland
represents that, except as described in the 10-Q, it has no equity derivatives
outstanding. Subject to the foregoing, to the extent that Foreland issues any
equity securities or equity derivatives, CHL will have the right to subscribe
for its pro rata share of any such issuance on the most favorable terms and
conditions on which they are offered to any other party, provided that in the
event equity securities or derivatives are issued as part of a unit or in
exchange for non-cash consideration, CHL shall have the right to subscribe for
such securities or derivatives for a cash price mutually agreed to by Foreland
and CHL or, if they are unable to agree, by binding arbitration before a
mutually agreeable valuation agent.
9. Authorization. Each of Foreland and CHL (each a "Party" and
collectively the "Parties") represents as to itself that
(a) The execution and delivery of this agreement and the
performance by the Parties of their obligations thereunder have been
duly authorized by all requisite corporate action and will not, to the
best of their knowledge, (i) violate any provision of law, any order of
any court or other agency of government, the Certificate of
Incorporation of the Parties, as in effect on the date hereof and at
Closing, or the By-laws of the Parties, as in effect on the date
hereof, (ii) violate any provision of any indenture, agreement or other
instrument to which the Parties, any of their respective properties or
assets is bound, or conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument, other than any such
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violation, conflict or default that would not reasonably be expected to
cause a material adverse effect on the business, financial condition,
results of operations or prospects of the Parties.
(b) This Agreement has been duly authorized, executed and
delivered by the Parties and constitute the valid and binding
obligations of the Parties, enforceable in accordance with its terms.
Foreland represents and warrants that the shares of common stock (the "Shares")
issuable upon exercise of the Foreland option and CHL option have been duly
authorized and, when issued will be validly issued, fully paid and nonassessable
shares of common stock. The issuance and delivery of the Shares is not subject
to any preemptive right of shareholders of Foreland that has not been waived or
to any right of first refusal or other right in favor of any person that has not
been waived.
10. Condition of Assets. Foreland and CHL will cooperate and
communicate openly and candidly respecting the status and condition of the
assets conveyed to CHL, the efforts to exploit those assets, the status of
negotiations with creditors of Foreland, the business and financial condition of
Foreland, and related matters. The parties acknowledge that while the assets are
owned by CHL, but subject to the options of both Foreland and CHL, CHL may
enter, at its sole discretion, into one or more agreements relating to such
assets or by which they may be bound. In the event Foreland's option or CHL's
option is exercised, the assets shall be reconveyed subject to any third-party
agreements by which they are then bound.
11. Petro Source Note. Foreland consents to the transfer of the Petro
Source Note and the security therefore to CHL. Accordingly, the assignment of
production proceeds (the "Proceeds Assignment") previously tendered to Petro
Source in partial satisfaction of the Petro Source Note shall be deemed to have
been assigned to CHL effective upon such transfer. Foreland represents to CHL
that Foreland has not granted any security interest in any of the collateral
described in the Proceeds Assignment to any party other than Petro Source.
Foreland agrees to take such further actions and execute such further documents
as may reasonably be required by CHL to assure that CHL obtains and maintains a
perfected, first priority security interest in such collateral. Foreland agrees
that the Petro Source Note shall, from and after the date of its acquisition by
CHL, (i) be secured solely by an interest in 80% of Foreland's retained revenues
from oil production in Nevada, as reflected in the Proceeds Assignment, and not
by any shares of the capital stock of Foreland and (ii) be a full recourse
promissory note, notwithstanding any to the contrary contained in the Petro
Source Note. Upon CHL's request, Foreland shall reissue the Petro Source Note
and the Proceeds Assignment in the name of CHL. The Stock Pledge Agreement dated
as of February 15, 2001, between Foreland and Petro Source shall cease to be
operative as of such date of acquisition.
12. Options Not Exercised. Each of Foreland and CHL may exercise its
option hereunder by written notice to the other at or before 12:00 midnight,
December 31, 2002. In the event that neither Foreland's option nor CHL's option
is exercised at or before 12:00 midnight, December 31, 2002, such options shall
automatically expire; CHL shall be entitled to retain the assets conveyed, free
of any right, claim or interest by Foreland; and Foreland shall be free to
exploit its retained assets and to engage in such other business or activities
as it shall deem appropriate.
13. Governing Law. This Agreement shall be governed by and construed
under and in accordance with the laws of the state of New York, without regard
to its governing principles and conflicts of the law.
14. Entire Agreement. This Agreement represents the entire agreement
between the parties relating to the subject matter hereof, and no other course
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of dealing, understanding, employment or other agreement, covenant,
representation, or warranty, written or oral, except as set forth herein or in
the documents to be delivered in connection with the transactions contemplated
hereby, shall be of any force or effect. No amendment or modification hereof
shall be effective until and unless the same shall have been set forth in
writing and signed by the parties hereto.
15. Notices. Any notice, demand, request or other communication
permitted or required under this Agreement shall be in writing and shall be
deemed to have been given if personally served; if transmitted by facsimile if
receipt is confirmed by the facsimile operator of the recipient; if sent by
electronic mail if receipt is acknowledged by the recipient; if delivered by
overnight courier service; or if mailed by certified mail, return receipt
requested, addressed as follows:
If to Foreland: Foreland Corporation
0000 Xxxxx 0000 Xxxx
Xxxxx Xxxxx XX 00000
Facsimile: (000) 000-0000
E-mail: xxxxxx000@xxx.xxx
With a copy to: Xxxxx X. Xxxxx
Xxxxx, Xxxxx & Xxxxxxx, L.L.C.
50 West 000 Xxxxx, Xxxxxx Xxxxx
Xxxx Xxxx Xxxx XX 00000
Facsimile: (000) 000-0000
If to CHL, to: Colour Holdings, Ltd.
C/o Mrs. Xxxxxxxxx Xxxxxx
Rothschild Trust Guernsey Limited
St. Peter's House
Le Bordage
St. Xxxxx Port
Guernsey
Channel Islands GYI 6AX
Facsimile: 00-0000-000 686
E-mail: Xxxxxxxxx.Xxxxxx@xxxxxxxxxx.xx.xx
With a copy to: Xxxxxxx X. Xxxxxxxxxx
Xxxxxxxx Xxxxx & Deutsch LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: 0-000-000 0050
or such other addresses, facsimile numbers, or electronic mail address as shall
be furnished in writing by any party in the manner for giving notices hereunder,
and any such notice, demand, request, or other communication shall be deemed to
have been given as of the date so delivered or sent by facsimile transmission or
electronic mail, one day after the date so sent by overnight delivery, or three
days after the date so mailed.
16. Additional Documents. Each of the parties shall cooperate in good
faith and with diligence and dispatch in preparing any additional or
confirmatory documents requested by the other in order to effectuate the terms
and conditions of this Agreement.
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17. Successors and Assigns. Foreland shall not assign its rights or
delegate its responsibilities under this Agreement without the prior written
consent of CHL, and CHL shall not delegate its funding obligations without the
prior written consent of Foreland, provided that no such consent shall be
required for the delegation of such funding obligations to an affiliate of CHL.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. Upon
any permitted assignment of this Agreement by CHL, CHL shall be released from
its obligations hereunder.
18. Counterpart Signatures. This Agreement may be executed in multiple
counterparts of like tenor, and all copies taken together shall be construed as
a single instrument.
IN WITNESS WHEREOF, this Agreement has been executed the day and year
first written above.
FORELAND CORPORATION
By /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, President
COLOUR HOLDINGS, LTD.
By /s/
---------------------------------
---------------------------------
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