EXHIBIT 4.28
STOCK OPTION AGREEMENT
This Warrant Agreement ("Agreement") is made and entered into as of March
18, 1997, between LA-MAN CORPORATION ("La-Man"") and [HALYX PARTNERS, INC., a
Texas corporation] ("Halyx").
RECITALS:
La-Man and Halyx, d/b/a The Xxxxxx Group, are parties to an agreement dated
February 12, 1997 (the "Investor Relations Agreement"), under the terms of which
Halyx is to perform various investor relations services to or for the benefit of
La-Man, in consideration of certain fees and the granting by La-Man to Halyx of
certain options to purchase newly issued shares of common stock, par value $.001
per share ("Common Stock"), of La-Man; and
The purpose of this Agreement is to embody the agreement reflected in the
Investor Relations Agreement with respect to the granting by La-Man to Halyx of
certain options to purchase newly issued shares of Common Stock from La-Man;
NOW, THEREFORE, La-Man and Halyx agree as follows:
SECTION 1. COMMON STOCK PURCHASE OPTIONS. As additional consideration
under the Investor Relations Agreement, La-Man hereby grants to Halyx options
("Option" or "Options") to purchase up to 50,000 newly issued shares of Common
Stock (the "Underlying Shares") from La-Man on the following terms and
conditions:
(a) The exercise price shall be $1.5422 per share, such price being
equal to 105% of the quoted trading price of the Common Stock on the March 18,
1997 grant date, as published by The Nasdaq SmallCap Market.
(b) The expiration date of the Options shall be March 17, 2001.
(c) The Options shall vest and become exercisable as follows:
(i) Options for 15,000 Underlying Shares shall vest and become
irrevocable and exercisable on and after March 18, 1997;
(ii) Options for 15,000 Underlying Shares shall vest and become
irrevocable and exercisable on September 18, 1997; and
(iii) Options for the remaining 20,000 Underlying Shares shall
vest and become irrevocable and exercisable on March 18,
1998.
(d) Options shall be exercised in blocks of 1,000 shares or any
multiple thereof.
(e) Notwithstanding any provisions contained in this Agreement to the
contrary, any and all Options not vested upon the effective date of termination
of the Investor Relations Agreement shall terminate, be deemed null and void,
and be of no further force and effect.
SECTION 2. INVESTMENT REPRESENTATION. Halyx represents and warrants
to La-Man as follows:
(a) The Options and, upon exercise of the Options, the Underlying
Shares are being acquired for Halyx's account and not with a view to any public
distribution thereof (such securities, together with all securities issued in
connection with any stock dividend on, stock split of, reclassification of or
recapitalization in respect of such securities, are sometimes hereinafter
referred to as the "Securities").
(b) Halyx has sufficient knowledge and experience in financial and
business matters that Halyx is capable of evaluating the risks and merits of an
investment in the Securities. Halyx has evaluated the risks of holding the
Securities and has determined that the Securities are a suitable investment, and
Halyx has adequate financial resources for an investment of such character, and
at the date hereof could bear a complete loss of such investment.
(c) Halyx has had the opportunity to ask questions of and receive
answers from La-Man concerning the financial condition, business and operations
of La-Man and its subsidiaries, and has had the opportunity to obtain such
information in order to permit Halyx to evaluate the merits and risks of
investing in the Securities.
(d) Halyx understands that the issuance of the Securities to Halyx
has not been reviewed by the Securities and Exchange Commission (the
"Commission") nor by agencies or officials of any other state or jurisdiction,
including the state in which Halyx is domiciled, since the transaction in which
the Securities are being issued to Halyx is intended to be exempt from the
registration requirements of the Securities Act and other applicable laws.
SECTION 3. PROPOSED DISPOSITIONS. The sale, transfer, pledge,
hypothecation, or other disposition (any such transaction being referred to
hereinafter as a "disposition") of any of the Securities may be made only in
compliance with this Agreement. Prior to any disposition of the Securities
without registration under the Securities Act, Halyx shall give written notice
to the Treasurer of La-Man in accordance with Section 11 describing the manner
and circumstances of the proposed disposition and containing such other
information as necessary to enable counsel to La-Man to determine whether the
disposition complies with the Securities Act; provided, however, that Halyx
shall not effect the proposed disposition until La-Man has notified Halyx that
in the
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reasonable opinion of its counsel registration of the Securities under the
Securities Act is not required in respect of the proposed disposition.
SECTION 4. RESTRICTIVE LEGENDS. The Securities shall not be
transferable except upon the conditions specified in this Agreement, which
conditions are intended to ensure compliance with the provisions of the
Securities Act with respect to the transfer of any of the Securities. Until:
(a) the Securities are sold in a public distribution under a
registration statement under the Securities Act or pursuant to Rule 144
promulgated under the Securities Act;
(b) in the reasonable opinion of counsel to La-Man, the legend is no
longer necessary to provide assurance of compliance with the Securities Act; or
(c) the removal of the legend by the transfer agent upon the
presentation to it, after the expiration of three years from the date the
applicable Securities are issued and fully paid for, of a stock or warrant
certificate or certificates representing the Securities, which presentation
shall be deemed a representation by the record holder that the record holder (i)
has been the beneficial owner of such Securities for at least three years and
(ii) has not entered into any short sale or put or other option transaction
which would toll the holding period under Rule 144(d) promulgated under the
Securities Act and therefore is free to sell the securities under Rule 144(k)
promulgated under the Securities Act; each certificate representing the
Securities shall bear the following legend:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"). The securities have been acquired for investment and may
not be sold, transferred, pledged, hypothecated, or otherwise
disposed of in the absence of registration or the availability of
an exemption from registration under the Act and regulations
promulgated thereunder or as otherwise provided in accordance
with the terms and provisions of a certain Stock Option Agreement
dated as of March 18, 1997, a copy of which is on file at the
office of the Corporation."
SECTION 5. REQUESTED REGISTRATION.
(a) If, during the period from March 18, 1998 to March 17, 2001, La-
Man receives a written request signed by one or more registered holders of not
less than 51% of all issued and unissued Underlying Shares represented by the
Securities, stating that one or more holders ("Demand Holder" or "Demand
Holders") proposes to sell or distribute publicly such issued and issuable
Underlying Shares (the "Registerable Securities"), La-Man shall use its
reasonable best efforts to file, and to cause to become effective, a
registration statement under the Securities Act covering such Registerable
Securities specified in the written request. However, La-Man shall not be
required to effect the registration if (i) La-Man has filed previously a
registration statement under the Securities Act which became effective within
the 12 months prior to receipt of the written request
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and which was kept current for the period referred to in Section 6; (ii) La-Man
could be required to undergo a special interim audit in order to comply with the
request (unless the Demand Holders execute an undertaking, reasonably
satisfactory to La-Man, to pay all fees and expenses of the special interim
audit); (iii) the Demand Holders could sell publicly under Rule 144 promulgated
under the Securities Act the number of securities the holders propose to have
registered; or (iv) in the opinion of counsel for La-Man, the securities may be
publicly sold without registration under the Securities Act or La-Man is then
prohibited under the Securities Act from registering such Securities.
(b) La-Man shall be entitled to postpone, for a period of time not to
exceed 120 days from the date it receives the written request pursuant to
Section 5(a), the filing of any registration statement otherwise required to be
prepared and filed by it, if, at the time it receives the request, La-Man
determines, in its sole discretion, that the registration and offering could
interfere with any financing, acquisition, corporate reorganization, or other
material transaction involving La-Man or any of its affiliates and gives any
Demand Holder requesting registration written notice of its determination. If
La-Man shall postpone the filing of a registration statement, the Demand Holder,
within 60 days after receipt of the notice of postponement, shall notify in
writing the Treasurer of La-Man if such holder has determined to withdraw such
request for registration. In the event the Demand Holder does not withdraw such
request for registration, La-Man shall file a registration statement by the
later of (i) the date to which La-Man determined to postpone the filing of the
registration statement or (ii) 90 days from the latest date on which a Demand
Holder advises the Treasurer of La-Man that such holder has determined not to
withdraw his request for registration.
(c) The registration right provided in this Section 5 is a one-time
right that, subject to the provisions of this Section 5, may only be exercised
once, and may only be exercised by the registered holder or holders of not less
than 51% of all issued and unissued Underlying Shares represented by the
Securities.
SECTION 6. "PIGGYBACK" RIGHTS. If, at any time, La-Man proposes to
register any of its equity securities under the Securities Act (other than a
registration under SEC Form S-8 or a successor form), any registered holder or
holders of Options or shares of Common Stock representing not less than 51% of
all Registerable Securities shall be entitled, on each such occasion, to have
any or all of such Registerable Securities owned by them registered and included
in such registration statement subject to the provisions hereof. On each such
occasion, La-Man shall give written notice to each holder of its intention to
effect such registration. Upon the written request of such holders, given
within 15 days after receipt of notice from La-Man, that La-Man include their
Registerable Securities in the registration statement (which request shall state
the number or amount of Registerable Securities to be disposed of), La-Man will
use its reasonable best efforts to cause the Registerable Securities which the
holder has requested to be registered under the Securities Act in connection
with such registration to be registered and to be included in the offering
covered by the registration statement; provided, however, that La-Man shall not
be required to effect registration of any securities which: (i) in the
reasonable opinion of counsel for La-Man, may be sold publicly without
registration under the Securities Act or the registration of which is then
prohibited under the
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Securities Act; or (ii) may be sold publicly pursuant to Rule 144 promulgated
under the Securities Act. If, and to the extent that, in the reasonable judgment
of La-Man or the managing underwriter of the proposed offering for which the
registration statement has been or is to be filed, if any, the offering of some
or all of the Securities to be sold for the account of one or more holders which
La-Man has been requested to register pursuant to this Section 6 could
unreasonably interfere with or otherwise be disadvantageous in respect of the
proposed offering, La-Man or the managing underwriter, at its option, may
require either that (i) all La-Man equity securities proposed to be sold for the
account of La-Man be included in the offering and that the number of Securities
to be sold for the account of one or more holders pursuant to this Section 6 be
reduced proportionately to an aggregate number acceptable to La-Man and the
managing underwriter, if any; or (ii) the offering of Registerable Securities
for the account of one or more holders be postponed until 120 days after the
effective date of the registration statement (in which case La-Man will keep the
registration statement current until at least 180 days after the effective date
thereof). In any such case, the holders shall have the right to withdraw such
request for inclusion of any or all of such Registerable Securities in the
registration statement.
SECTION 7. DELAY IN REGISTRATION. Notwithstanding any provisions of
Section 5 or Section 6 to the contrary, La-Man may delay filing a registration
statement, and may withhold efforts to cause the registration statement to
become effective, if La-Man determines in good faith that such registration
might (i) interfere with or affect the negotiation or completion of any
transaction that is being contemplated by La-Man (whether or not a final
decision has been made to undertake such transaction) at the time the right to
delay is exercised, or (ii) involve initial or continuing disclosure obligations
that might not be in the best interest of La-Man's shareholders. If, after a
registration statement becomes effective, La-Man advises the holders of
registered shares that La-Man considers it appropriate for the registration
statement to be amended, the holders of such shares shall suspend any further
sales of their registered shares until La-Man advises them that the registration
statement has been amended. The 180-day time period referred to in Section 6
during which the registration statement must be kept current after its effective
date shall be extended for an additional number of business days equal to the
number of business days during which the right to sell shares was suspended
pursuant to the preceding sentence, but in no event will La-Man be required to
update the registration statement after December 31, 2002.
SECTION 8. EXPENSES OF REGISTRATION. La-Man shall pay all expenses
incurred in connection with the registration and sale of Securities pursuant to
Section 5 or 6, including without limitation, all Commission and blue sky
registration and filing fees, printing expenses, fees and disbursements of
counsel for La-Man and blue sky counsel, fees and disbursements of accountants
for La-Man (including those incurred in a limited review of financial statements
not constituting an audit), transfer agents' and registrars' fees, fees and
disbursements of experts used by La-Man in connection with the registration and
expenses incidental to any post-effective amendment to such registration
statement; provided, however, that the holder who is disposing of Registerable
Securities (sometimes referred to herein as a "Registering Seller") shall pay,
except as set forth above, all fees and disbursements of such holder's counsel
and all transfer taxes and the portion of the underwriters' discounts,
commissions and expenses attributable to the Securities being offered and sold
by the
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Registering Seller. In no event shall a Registering Seller be liable for (i) the
compensation of employees and officers of La-Man or (ii) any fees or expenses of
La-Man's accountants except in connection with a special interim audit required
solely for the purposes of the registration statement to which the Registering
Seller agreed.
SECTION 9. OBLIGATIONS IN REGISTRATION.
(a) If and whenever La-Man is obligated by the provisions of this
Agreement to effect the registration of any shares of Common Stock under the
Securities Act, La-Man will, in accordance with Section 8 and as expeditiously
as possible:
(i) prepare and file with the Commission a registration
statement with respect to such shares, use its reasonable best efforts to cause
the registration statement to become and remain effective and prepare and file
any amendments and supplements thereto and to the prospectus used in connection
therewith as may be necessary to keep the registration statement and prospectus
current and to comply with the provisions of the Securities Act and the rules
and regulations promulgated thereunder with respect to the disposition of the
shares covered by the registration statement for the period required to effect
the distribution of such shares, but in no event shall La-Man be required to do
so for a period of more than 120 days following the effective date of the
registration statement (180 days, if the offering of such shares was delayed
pursuant to Section 6(b) or Section 7);
(ii) furnish to the Registering Seller the number of copies of
preliminary, final, amended or supplemented prospectuses, in conformity with the
requirements of the Securities Act and the rules and regulations promulgated
thereunder, and other documents as reasonably may be required in order to
facilitate the disposition of such shares, but only while La-Man is required
under the provisions hereof to cause the registration statement to remain
current; and
(iii) use its best efforts to register or qualify Registerable
Securities covered by the registration statement under the securities or blue
sky laws of those jurisdictions in the United States as the Registering Seller
reasonably shall request, and do any and all other acts and things which may be
necessary to enable each Registering Seller covered by the registration
statement to consummate the disposition of such shares; provided, however, that
in no event shall La-Man be required to qualify to do business as a foreign
corporation or as a dealer in any jurisdiction where it is not qualified; to
conform the composition of its assets at the time to the securities or blue sky
laws of any jurisdiction; to execute or file any general consent to service of
process under the laws of any jurisdiction; to take any action that would
subject it to service of process in suits other than those arising out of the
offer and sale of the shares covered by the registration statement; or to
subject itself to taxation in any jurisdiction where it has not theretofore done
so.
(b) All Registering Sellers shall furnish to La-Man the information,
consents and other documents relating to La-Man and the Registering Sellers as
La-Man shall request and as shall be reasonably required in connection with the
action to be taken by La-Man.
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(c) To the extent that any Underlying Shares issuable upon exercise
of Options are included in a registration statement pursuant to Section 5 or
Section 6, the holder or holders of all such Options upon which such registered
Underlying Shares are issuable shall fully exercise all such Options within 90
business days following the date on which such registration statement becomes
effective under the Securities Act.
SECTION 10. INDEMNIFICATION.
(a) By La-Man. In the event of any registration under the Securities
---------
Act of any shares pursuant to this Agreement, La-Man shall indemnify and hold
harmless any Registering Seller and any underwriter of any Registering Seller,
and each other person, if any, who controls the Registering Seller or
underwriter within the meaning of the Securities Act, against any losses,
claims, damages, or liabilities, joint or several, to which each indemnified
party may become subject, under the Securities Act or otherwise, but only to the
extent the losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of, or are based upon, any untrue statement or alleged untrue
statement of any material fact contained, on the effective date thereof, in any
registration statement under which the Securities were registered under the
Securities Act, in any preliminary prospectus (if used prior to the effective
date of the registration statement) or in any summary or final prospectus or in
any amendment or supplement thereto (if used during the period La-Man is
required to keep the registration statement current); or arise out of, or are
based upon, the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements made therein,
in the light of the circumstances under which they are made, not misleading and
will reimburse each indemnified party for all legal or other expenses reasonably
incurred by him in connection with investigating or defending any loss, claim,
damage, liability, or action, excluding any amounts paid in settlement of any
litigation, commenced or threatened, if the settlement is effected without the
prior written consent of La-Man; provided, however, that La-Man shall not be
liable in any case to the extent that any loss, claim, damage, liability, or
expense arises out of, or is based upon, an untrue statement or omission made in
the registration statement, the preliminary, summary or final prospectus, or any
amendment or supplement thereto in reliance upon and in conformity with written
information furnished to La-Man by or on behalf of the indemnified party
specifically for use in the preparation thereof; and provided further that La-
Man will not indemnify any underwriter of any Registering Seller or any person
who is associated with or controls the underwriter with respect to any
preliminary or summary prospectus if the underwriter failed to send or to give a
copy of the final prospectus to the person alleging any loss, claim, damage,
liability, action or expense at or prior to the written confirmation of the sale
of such shares to the person, if the untrue statement or omission concerned had
been corrected in the final prospectus and if La-Man advised the underwriter in
writing of the correction at or before the time the final prospectus became
available.
(b) By the Registering Seller. In the event of any registration under
-------------------------
the Securities Act of shares held by one or more holders pursuant to this
Agreement, each Registering Seller severally shall indemnify and hold harmless
La-Man, each of its directors, each of its officers who has signed the
registration statement and each other person, if any, who controls La-Man within
the
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meaning of the Securities Act, against any losses, claims, damages, liabilities,
joint or several, to which the indemnified party may become subject under the
Securities Act or otherwise, but only to the extent the losses, claims, damages
or liabilities (or actions in respect thereof) (i) arise out of, or are based
upon, any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any registration statement under
which any such shares were registered under the Securities Act, in any
preliminary prospectus (if used prior to the effective date of the registration
statement) or in any final or summary prospectus or in any amendment or
supplement thereto (if used during the period La-Man is required to keep the
registration statement current); or (ii) arise out of, or are based upon, the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements made therein, in the light of
the circumstances under which they were made, not misleading and each
Registering Seller severally shall reimburse each indemnified party for all
legal or other expenses reasonably incurred by him in connection with
investigating or defending any loss, claim, damage, liability, action or expense
excluding any amounts paid in settlement of any litigation, commenced or
threatened, if the settlement is effected without the prior written consent of
the Registering Seller; provided, however, that the indemnification or
reimbursement shall be payable only if, and to the extent that, any loss, claim,
damage, liability, action or expense arises out of, or is based upon, an untrue
statement or omission made in the registration statement, the preliminary, final
or summary prospectus, or any amendment or supplement thereto, in reliance upon
and in conformity with written information furnished to La-Man by the
Registering Seller specifically for use in the preparation thereof.
(c) Actions Commenced. If a third party commences any action or
-----------------
proceeding against an indemnified party related to any of the matters subject to
indemnification under subsections (a) or (b) of this Section 10, the indemnified
party promptly shall notify the indemnifying party or parties in writing of the
amount claimed, the commencement of, and the basis for the claim. In case any
action is brought against an indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it so chooses, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to the indemnified party; and, after notice
from the indemnifying party to the indemnified party of its election to assume
the defense thereof, the indemnifying party shall not be liable for any legal or
other expenses subsequently incurred by the indemnified party in connection with
the defense thereof; provided, however, that if (i) the indemnifying party fails
to take reasonable steps necessary to defend diligently the claim within 20 days
after receiving notice from the indemnified party to the effect that the
indemnified party believes it has failed to do so, (ii) the indemnified party is
a defendant in any action or proceeding which also is brought against the
indemnifying party and reasonably shall have concluded that there may be legal
defenses available to the indemnified party which are not available to the
indemnifying party, or (iii) representation of both parties by the same counsel
is otherwise inappropriate under applicable standards of professional conduct,
the indemnified party shall have the right to assume or continue its own defense
and the indemnifying party shall be liable for any expenses therefor.
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(d) Additional Rights. Any indemnity agreements contained herein
-----------------
shall be in addition to any other rights to indemnification or contribution
which any indemnified party may xxxx pursuant to law or contract and shall
remain operative and in full force and effect regardless of any investigation
made or omitted by or on behalf of any indemnified party.
SECTION 11. NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission (provided acknowledgment of
receipt thereof is delivered to the sender) or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission or,
if mailed, three days after the date of deposit in the United States mails as
follows:
If to Halyx, to:
Halyx Partners, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Halxy
President
If to La-Man, to:
La-Man Corporation
0000 Xxxx Xxxxx Xxxx 000
Xxxxx 0000
Xxxxxxxx, Xxxxxxx 00000
Attention: Mr. J. Xxxxxxx Xxxxxxxx
President and Chief Executive Officer
with a copy to:
Xxxxxxxx X. Xxxxxx, P.A.
Broad and Xxxxxx
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
or such other address as any of the above shall have specified by notice
hereunder.
12. SECTION 13. AMENDMENT; WAIVER. This Agreement may not be amended except
by an instrument in writing signed on behalf of each of the parties hereto. The
waiver by any party hereto of any condition or of a breach of any other
provision of this Agreement shall not operate or be construed as a waiver of any
other condition or any other provision or subsequent breach. The waiver by any
party of any of the conditions precedent to its obligations under this Agreement
shall
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not preclude it from seeking redress for breach of this Agreement other than
with respect to the condition so waived. All rights and remedies of any party to
this Agreement shall be cumulative and concurrent and may be exercised
singularly, successively or concurrently, at the sole discretion of such party
and may be exercised as often as occasion therefor may exist.
SECTION 14. GOVERNING LAW; VENUE. This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida, without
giving effect to the principles of conflicts of laws thereof. Each of the
parties hereto agrees that any suit, action or proceeding with respect to this
Agreement shall be brought against it in any state or federal court of competent
jurisdiction in Orange County, Florida and irrevocably waives any (a) right of
immunity that such party may now have or hereafter acquire from service of
process or the jurisdiction of the aforesaid courts and (b) any objection that
such party may now have or hereafter acquire to the laying of venue of any such
suit, action or proceeding in any such court. The parties hereby irrevocably
accept and submit themselves to the jurisdiction of such courts in any such
suit, action or proceeding, and agree that final judgment (with the exhaustion
of all appeals) shall be conclusive and binding in any jurisdiction in which
such party resides or owns property.
SECTION 15. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors, assigns and legal representatives. Except as otherwise specified
herein, neither this Agreement, nor any right hereunder, may be assigned by any
party hereto without the prior written consent of the other party hereto.
SECTION 16. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matter hereof and supersedes any and all other agreements, arrangements and
understandings among the parties with respect to such subject matter, and no
agreements, arrangements, understandings, representations or warranties with
respect to such subject matter shall be binding upon the parties unless
specified herein or therein.
SECTION 17. COUNTERPARTS. This Agreement may be executed by the parties
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the
same instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties hereto.
SECTION 18. HEADINGS. The headings in this Agreement are for reference
only, and shall not affect the interpretation of this Agreement.
SECTION 19. EXPENSES. Except as otherwise specifically provided herein,
the parties to this Agreement shall bear their respective expenses incurred in
connection with the preparation, execution and delivery of this Agreement,
including without limitation all fees and expenses of agents, representatives
and counsel.
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IN WITNESS WHEREOF, this Agreement has been duly signed by or on behalf of
each of La-Man and Halyx as of the date first above written.
LA-MAN CORPORATION
By: /s/ J. Xxxxxxx Xxxxxxxx
-------------------------------
J. Xxxxxxx Xxxxxxxx, President
[HALYX PARTNERS, INC.]
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx, President
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