EXHIBIT 2.1
AGREEMENT
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of the 22nd day of March,
2002, by and among BlueStone Holding Corp., formerly HealthStar Corp., a
Delaware corporation ("BHC"), BlueStone Capital Corp., a New York corporation
("BCC"), Voyager Acquisition Corp., a New York corporation ("Voyager"), Xxxxxxx
X. Xxxxxxx ("Xxxxxxx"), and Xxxxxxx X. Xxxx ("Gohd") (each of Gohd and Xxxxxxx
are sometimes referred to herein (as they were in the Merger Agreement described
below) individually as a "Principal Shareholder" and collectively as the
"Principal Shareholders") and Zirk Xxxxxxxxxxx ("Xxxxxxxxxxx").
WITNESSETH:
WHEREAS, a Plan and Agreement of Merger (the "Merger Agreement") was
entered into as of the 15th day of June, 2001 by the parties to this agreement
(other than Voyager and Xxxxxxxxxxx) and BS Acquisition Corp., a New York
corporation ("BSAC") and a wholly-owned subsidiary of BHC;
WHEREAS, pursuant to the Merger Agreement BSAC merged with and into BCC
on or about June 28, 2001 (the "Merger"), subsequent to which BCC remained as
the surviving corporation;
WHEREAS, pursuant to the Merger Agreement BCC became a wholly-owned
subsidiary of BHC, and the shareholders of BCC received shares of BHC as set
forth in the Merger Agreement;
WHEREAS, a dispute has arisen and now exists between the parties, and
certain shareholders of BHC, concerning the transactions consummated pursuant to
the Merger Agreement and the business of BCC;
WHEREAS, certain of the Parties have transferred their shares of BHC to
Voyager;
WHEREAS, it is the express intent of the parties to this Agreement that
the stock positions of the parties hereto be restored to their positions as they
existed prior to the execution of the Merger Agreement, except as provided in
this Agreement, and except for other issuances of stock occurring after the
Merger, and subject to the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
and undertakings as hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. RETURN AND CANCELLATION OF SHARES.
(a) On the Closing Date, as defined below, Voyager shall
return, and BCC shall return and arrange for the return, as the case
may be, to BHC, of an aggregate of
13,584,000 shares (the "BHC Returned Shares") of Common Stock, par
value $.001 per share (the "BHC Common Stock") of BHC, which return
shall be a condition of the closing of the transactions contemplated
herein and shall be effected by the return of certificates formerly
representing an aggregate of 135,840 shares of Series A Convertible
Preferred Stock of BHC (the "Preferred Stock"), together with duly
executed irrevocable stock powers. The BHC Returned Shares shall be
cancelled promptly following their delivery to BHC. The parties
further agree that 632,700 shares of BHC Common Stock issued to
certain persons, as identified on Schedule 1(a)(1) hereto (the "BHC
Remaining Shares"), shall remain outstanding following the Closing
Date, provided, further, that on the Closing Date, BHC shall issue
certificates representing such BHC Remaining Shares, in exchange for
certificates representing 6,327 shares of Preferred Stock and that
each of the stock certificates representing the BHC Remaining Shares
shall bear a restrictive legend regarding restrictions on transfer
under the securities laws.
(b) On the Closing Date, Zirk Xxxxxxxxxxx shall cause the
return to BHC of an aggregate of 7,283,300 shares of BHC Common Stock
(the "Additional BHC Returned Shares"), which return shall be a
condition of the closing of the transactions contemplated herein and
shall be effected by the return of certificates formerly representing
an aggregate of 72,833 shares of BHC Preferred Stock together with duly
executed irrevocable stock powers. The BHC Additional Returned Shares
shall be canceled promptly following their delivery to BHC.
(c) On the Closing Date, as defined below, BHC shall deliver
to Voyager a stock certificate representing one share of BCC Common
Stock, equal to 100% of the issued and outstanding stock of BCC,
together with a duly executed irrevocable stock power (the "BCC
Returned Stock").
(d) On the Closing Date, BHC shall deliver to Voyager, or upon
its instruction, a certified check or wire transfer in the amount of
$300,000. Voyager agrees to use such $300,000 for purposes of settling
amounts owed to unaffiliated creditors or other unaffiliated obligees
of BCC and for the purpose of obtaining valid releases from such
creditors or obligees which releases shall include the release of BHC
from any claims, obligations or liabilities arising from obligations or
liabilities of BCC to such creditors or obligees, which releases shall
be delivered to BHC by BCC promptly upon their execution.
Notwithstanding anything to the contrary in this Section 1(d), and as
an inducement to obtain the services of Xxxxxx X. XxXxxxxx ("XxXxxxxx")
as set forth in Section 8(f) hereto, the parties agree that Voyager may
use up to $20,000 of such $300,000 for salary and overhead costs of BCC
to be incurred in the winding down of BCC.
(e) The closing of the transactions contemplated by this
Agreement shall be held at 10:00 A.M. New York City time on a date no
later than April 12, 2002 (the "Closing Date") at the offices of Blank
Rome Xxxxxx Xxxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
(f) This Agreement may be terminated by any party hereto by
written notice to the other parties hereto if the transactions
contemplated hereby are not consummated
on the Closing Date, provided that upon any such termination this
agreement shall be void and of no further effect.
2. GENERAL RELEASES. On the Closing Date, the parties shall
execute and deliver to the respective releasees described below, their
affiliates, employees, agents, attorneys, successors and assigns, a General
Release and Covenant Not to Xxx in the form attached hereto as Exhibit A
("Release") as follows: (i) BHC shall cause a Release to be executed and
delivered to BCC, Voyager, Walters, Gohd, XxXxxxxx and Xxxx Capital Partners,
LLC ("Xxxx") by itself, Zirk Xxxxxxxxxxx ("Xxxxxxxxxxx"), Xxxxxx X. Xxxxx
("Xxxxx"), New Directions International, Inc., InfoPlan, Inc., Forward Looking
Technologies Limited, Xxxxx X. Xxxxxxxxxxx, Xxxxxx X. Xxxx, E-Synergies, Inc.,
Salesmation, Inc., First International Bank & Trust Ltd., Opus International
LLC, and Nekavim Investors and such other persons or entities that have stated a
claim in writing against BHC or its affiliates as a result of the Merger
Agreement prior to the date hereof, (ii) each of BCC, Walters, Gohd, XxXxxxxx,
Voyager and Xxxx shall execute a Release and deliver it to BHC, and (iii) BHC
and Blank Rome Xxxxxx Xxxxxxxxxx LLP shall exchange Releases, the executions and
deliveries of which shall be a condition to the closing of the transactions
contemplated herein.
3. NASD MATTERS. BCC hereby represents and warrants to BHC that a
Form BDW withdrawing BCC as a registered broker-dealer has been filed with the
National Association of Securities Dealers, Inc./Central Registration Depository
and that no further action by any party, or consent or approval of the NASD, is
required with respect to the transactions contemplated hereby under the
applicable rules and regulations of the NASD.
4. REPRESENTATIONS AND WARRANTIES REGARDING LIABILITIES.
(a) Each of the Principal Shareholders and, by his signature
below, XxXxxxxx, hereby represent and warrant to BHC, severally and not
jointly, that, (i) other than in their capacity as directors acting at
lawfully and duly held meetings of the board of BHC, they did not enter
into any agreements on behalf of BHC that created any direct liability
or obligation for BHC, except as disclosed on Schedule 4(a)(i) hereto,
(ii) each has no knowledge of any issuance of shares of BHC, or
agreement, or other obligation to issue shares of BHC under any option,
warrant, subscription agreement, or right of any kind, to any party
subsequent to the Merger, other than the issuance of 100,000 shares of
the Common Stock to Shochet Holding Corp, on or about August 31, 2001,
and as set forth on Schedule 4(a)(ii) hereto, and (iii) other than as
set forth on Schedule 4(a)(i) hereto, each has no actual knowledge of
any legal action pending, or threatened in writing against BHC (for the
purposes of this Agreement, "threatened in writing," includes any
threat written to any counsel, agent, employee or consultant of any of
the Principal Shareholders or XxXxxxxx).
(b) Each of BCC and Voyager hereby represent and warrant to
BHC, severally and not jointly, (i) that it has not taken any action
that, or omitted to take any action the omission of which, created any
liability or obligation for BHC, except as disclosed on Schedule 4(b)
hereto and (ii) that there are no legal actions pending or, to the
knowledge of BCC or Voyager, threatened against BCC or Voyager that
name BHC as a party, except as set forth on Schedule 4(b) hereto.
(c) Xxxxxxxxxxx hereby represents and warrants to BCC,
Voyager, the Principal Shareholders and XxXxxxxx, that he did not enter
into any agreements that would create any direct liability or
obligation for BCC or Voyager, except as disclosed on Schedule 4(c)
hereto.
(d) BHC hereby represents and warrants to BCC, Voyager, the
Principal Shareholders and XxXxxxxx that it has not taken any action
that, or omitted to take any action the omission of which, created any
liability or obligation for BCC, except as disclosed on Schedule 4(d)
hereto.
5. RESIGNATIONS. As a condition to the closing of the
transactions contemplated herein, the resignations of Xxxxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxx and Xxxxxx XxXxxxxx as members of the Board of Directors of BHC
shall have been received in writing by BHC. It is hereby acknowledged that none
of Messrs. Xxxxxxx, Gohd or XxXxxxxx was ever an officer or employee of BHC.
6. CHANGE OF NAME. BHC agrees that promptly following the
execution of this Agreement it shall take such measures as shall be required to
amend BHC's Certificate of Incorporation to change BHC's corporate name from
"BlueStone Holding Corp." to a different name that shall not include either of
the words "BlueStone", "Blue" or "Stone," such change to take effect subject to
and promptly following the consummation of the transactions contemplated by the
terms of this agreement.
7. APPROVALS. As a condition to the Closing of the transactions
contemplated hereby, BHC shall obtain all shareholder and other approvals to the
extent required by applicable law.
8. ACKNOWLEDGMENTS. Each of the parties to this Agreement
represents, warrants, agrees and acknowledges, that the following statements are
all true and correct and are factually accurate in all respects as they relate
to such party:
(a) The provisions contained in this Agreement constitute a
compromise of disputed claims, including, without limitation, all
claims arising or which may arise under the Merger Agreement and all
representations, warranties, and indemnifications
contained therein. This Agreement shall not in any way be construed as
an admission by any party hereto of any unlawful, wrongful or invalid
act.
(b) Each Party to this Agreement has the authority to execute
this Agreement and any other document to which reference is made
herein, to which such party may be a party thereto, including, without
limitation, signatures made in any representative capacity on behalf of
a party hereto or thereto, on behalf of the entities they represent
pursuant to due authority validly conferred which has not been
rescinded, revoked or altered to dilute the effect thereof, and that
all actions necessary to authorize the execution and delivery of this
Agreement and the performance of the obligations of the parties
hereunder has been taken and has not been rescinded, revoked or altered
to dilute the effect thereof. This Agreement does not violate or will
not violate any agreement or contract to which any of the parties is a
party thereto or which, to the best of the parties' knowledge, any of
the parties is bound. Except as required by the terms of this
Agreement, the performance of this Agreement does not require the
consent of any person, entity, court, or government agency.
(c) This Agreement constitutes the entire agreement between
the parties as to its subject matter, and is, upon full performance of
the parties' obligations hereunder, in full settlement and satisfaction
of all disputes between the parties. This Agreement supersedes any oral
or written prior agreement or understandings with respect to the
subject matter hereof. Neither the parties nor their agents shall be
bound by any oral or written terms, conditions or representations not
herein written or attached. Neither prior drafts of this Agreement nor
the fact that one party or the other was the author of this Agreement
shall be used in any action involving the interpretation or enforcement
of this Agreement.
(d) This Agreement shall inure to the benefit of, and shall be
binding upon, the heirs, successors, and assigns of the parties hereto
as well as each party's present and former affiliated corporations,
predecessors, parent corporations, subsidiaries, divisions, operating
companies, officers, directors, agents, employees, administrators,
representatives and shareholders. However, except as expressly provided
herein, this Agreement is not for the benefit of any person not a party
hereto or specifically identified as a beneficiary herein, and is not
intended to constitute a third party beneficiary contract.
(e) No Waiver by any party of any failure or refusal of any
other party to comply with any of its obligations under this Agreement
shall be deemed a waiver of any other obligations of such party or its
subsequent failure or refusal to so comply.
(f) The parties hereto shall, from time to time, at their own
reasonable expense, execute, deliver, and cause to be duly filed any
statement, instrument, agreement or other document and take such action
as shall be reasonably required in order to confirm or validate this
Agreement and enable the parties to obtain its full benefit and to make
all disclosures with respect to this Agreement as may be required by
applicable law, provided, however, that XxXxxxxx hereby agrees to
provide reasonable assistance regarding the financial statements of BCC
that shall be reasonably required by BHC in order to complete the
filing of BHC's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2001 and Quarterly Report on Form
10-QSB for the fiscal quarter ending March 31, 2002.
9. CLOSING. On the Closing Date:
(a) Voyager, BCC and the Principal Shareholders, as
applicable, shall:
(i) deliver or cause the delivery to BHC of the
BHC Returned Shares together with
irrevocable stock powers with Medallion
guaranty effecting the transfer thereof;
(ii) deliver to each of the other parties hereto
and the other persons described in Section 2
hereof an original executed Release;
(iii) deliver to BHC an original letter of
resignation of Xxxxxx XxXxxxxx described
in Section 5 hereof; and
(iv) deliver to BHC copies of the resolutions of
Voyager and BCC, certified by their
respective Secretaries, authorizing this
Agreement and the transactions contemplated
hereby, and written proof of any other
approval required pursuant to Section 7 or
Section 8 of this Agreement.
(b) BHC shall:
(i) deliver to Voyager the BCC Returned Stock
together with irrevocable stock powers
effecting the transfer thereof;
(ii) deliver to Voyager a certified check or wire
transfer in the amount of $300,000;
(iii) deliver to an overnight courier certificates
representing the BHC Remaining Shares for
delivery to the persons described on
Schedule 1(a)(1) hereto;
(iv) deliver to each of the other parties hereto
and the other persons described in Section 2
hereof an original executed Release; and
(v) deliver to BCC a copy of the resolutions of
BHC, including resolutions adopted by all of
the directors of BHC certified by BHC's
Secretary, authorizing this Agreement and
the transactions contemplated hereby, and
written proof of any other approval required
pursuant to Section 7 or Section 8 of this
Agreement.
(c) Each of Messrs. Gohd and Xxxxxxx shall:
(i) deliver to BHC an original executed Release;
and
(ii) deliver to BHC an original letter of
resignation described in Section 5 hereof.
(d) Xxxxxxxxxxx shall deliver, or cause the delivery, to BHC
of the Additional BHC Returned Shares together with irrevocable stock
powers effecting the transfer thereof.
10. OTHER TRANSACTIONS. From the date of this Agreement until the
Closing Date, BHC and BCC agree that they will not initiate, entertain, discuss,
solicit, negotiate or accept any offer for the sale or other transfer or
disposition of any of the assets or business of BHC or BCC, as the case may be,
or any interest in BHC or BCC, as the case may be, (including by way of sale of
assets, merger, exchange, consolidation or similar business combinations), nor
shall either enter into any agreement or effect any disbursement of funds, in
each case, without the prior written approval of all the directors of BHC or
BCC, as the case may be, except that BCC shall be permitted to make payments in
the ordinary course of business; to continue to deal with its creditors and
counter parties to its agreements in order to settle amounts owed to such
creditors and parties in a manner deemed by management of BCC to be in the best
interests of BCC; and to transfer assets of BCC in order to accomplish the
foregoing.
11. NON-DISPARAGEMENT. From and after the date hereof, BHC and, by
their signatures below, Xxxxxxxxxxx and Xxxxx, agree not to deprecate BCC,
Voyager, the Principal Shareholders, XxXxxxxx, or the officers, directors,
employees or affiliates of BCC or Voyager. From and after the date hereof, BCC,
Voyager, the Principal Shareholders and, by his signature below, XxXxxxxx, agree
not to deprecate BHC, Engelbrecht, Chism, or the officers, directors, employees
or affiliates of BHC.
12. INDEMNIFICATION AND INSURANCE.
(a) BHC hereby covenants and agrees:
(i) To indemnify Xxxxxxx, Gohd and XxXxxxxx to the
fullest extent persons who are or were directors and/or
officers of BHC and its subsidiaries are permitted to be
indemnified pursuant to BHC's Certificate of Incorporation and
By-Laws, subject to the applicable provisions of Delaware law,
including payment of expenses (including attorneys' fees)
incurred in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay
such amount if it is ultimately determined that he is not
entitled to be indemnified by BHC, provided, however, that
notwithstanding anything to the contrary in this Agreement,
BHC's
obligation to Xxxxxxx, Gohd and XxXxxxxx under this
Section 12(a)(i) shall be limited only to the payment of such
amounts that shall actually be paid to Walters, Gohd, XxXxxxxx
and/or BHC pursuant to BHC's directors and officers liability
insurance policy as may be in effect from time to time;
(ii) To continue the coverage of Xxxxxxx, Xxxx and
XxXxxxxx under BHC's directors and officers liability
insurance policy (the "D&O Policy") to the same extent and in
the same amounts as such coverage shall be maintained by BHC
for its other officers and directors, and for as long as BHC
shall maintain such a policy, provided, however, and
notwithstanding anything to the contrary in this Section
12(a)(ii), that in no event shall BHC be required to continue
such coverage if to do so would require BHC to pay any
insurance premium or similar expense in excess of what it
would have to pay for such a policy that did not cover
Xxxxxxx, Xxxx and XxXxxxxx, and provided further that BHC
shall maintain directors and officers liability insurance
covering Xxxxxxx, Gohd and XxXxxxxx for the year commencing
March 16, 2002 at an amount of coverage of $3,000,000 (subject
to the condition that the renewal of such policy in March 2002
shall not be precluded as a result of any "change of control"
of BHC as such term may be defined in the applicable policy);
and
(iii) To provide each of Xxxxxxx, Gohd & XxXxxxxx
with notice of any anticipated lapse or material diminution of
the coverage of the D&O Policy by the later to occur of (i)
the fourteenth day prior to any such lapse or diminution or
(ii) on the first practicable date prior to any such lapse or
diminution, to allow such persons to arrange for such coverage
individually if they so choose.
(b) BCC and Voyager hereby covenant and agree:
To jointly and severally indemnify BHC and hold BHC
harmless against, and reimburse BHC for, any and all Losses of
BHC (as defined below) arising out of or resulting from any
untrue representation, breach of warranty, covenant or
agreement by BCC or Voyager contained in this Agreement, or in
any certificate, document, or instrument delivered to BHC
under or in connection with this Agreement. For the purpose of
this Agreement, "Losses" means any loss, liability, damage,
cost, or expense, including without limitation, reasonable
attorneys' fees and expenses.
13. MISCELLANEOUS.
(a) This Agreement shall be interpreted, and the rights and
liabilities of the parties hereto shall for all purposes be governed by
and construed and enforced without giving effect to the principles and
conflicts of law, in accordance with the laws of the State of Delaware
applicable to agreements executed, delivered and performed within such
state. Each of the parties agrees that personal service of any and all
process upon it may be made by registered mail directed to it at the
address stated herein and service so made shall be deemed to be
completed upon actual receipt thereof.
(b) Time is of the essence in connection with all obligations
under this Agreement.
(c) This Agreement may be executed in multiple counterpart
originals, each of which shall constitute an original and shall be
fully effective, and all of which taken together, shall be considered
one and the same document.
(d) Intentionally omitted.
(e) Unless otherwise indicated, whenever under the terms of
this Agreement written notice is required to be given, or a report or
other document is required to be forwarded by one party to the other,
such notice or other document shall be mailed first class, postage
prepaid, delivered by personal delivery or sent by overnight courier,
to the following individuals at the addresses specified below (or to
such other addresses as may be designated in the future by written
notice):
1. If to BHC:
c/o Xxxxxx X. Xxxxx
0000 X.X. 000xx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
with a copy to:
prior to the closing of the transactions contemplated hereby,
Xxxxxx X. Xxxxxx
c/o M2 Limited
0000 Xxxxxxxx Xx.
Xxxxxxxxxx Xxxxxxx, XX 00000
following the closing of the transactions contemplated hereby,
Xxxxx X. Xxxxxxx, Esq.
Xxxxx & Xxxxxxx, LLP
0000 X Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, X.X. 00000
2. If to BCC:
c/o Xxxxxx X. XxXxxxxx
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Blank Rome Xxxxxx Xxxxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
3. If to Voyager:
c/o Xxxxxxx X. Xxxx
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Blank Rome Xxxxxx Xxxxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
4. If to Xx. Xxxx:
Xxxxxxx X. Xxxx
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Blank Rome Xxxxxx Xxxxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
5. If to Xx. Xxxxxxx:
Xx. Xxxxxxx X. Xxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Blank Rome Xxxxxx Xxxxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
All notices shall be deemed given when actually received or
refused by the party to whom the same is directed. Each party may
designate a change of address or supplemental addressee(s) by notice to
the other party, given at least five (5) days before such change of
address is to become effective.
(f) In the event any party hereto brings any action or
proceeding for the enforcement of, or seeks a declaration of the court
or any other adjudicating body as to, or asserts by way of defense or
offset in any suit or other proceedings, any of the matters subject to
the Releases or otherwise related to this Agreement, there shall be
awarded to the prevailing party thereof all reasonable attorneys' fees
and costs.
IN WITNESS WHEREOF, the parties have executed this Settlement Agreement
on the date first above written.
BLUESTONE HOLDING CORP.
By: /s/ Zirk Xxxxxxxxxxx
---------------------------------
Name: Zirk Xxxxxxxxxxx
Title: President
BLUESTONE CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Co-Chairman
VOYAGER ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
XXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxx
---------------------------------
XXXXXXX X. XXXX
/s/ Zirk Xxxxxxxxxxx
---------------------------------
ZIRK XXXXXXXXXXX
PARTIAL JOINDERS
The undersigned hereby joins this Agreement for purposes of
Sections 2(i) and 11 hereof only.
/s/ Xxxxxx X. Xxxxx
---------------------------------
XXXXXX X. XXXXX
The undersigned hereby join this Agreement for purposes of
Sections 1(d), 2(ii), 4(a), 8(f) and 11 hereof only.
/s/ Xxxxxx X. XxXxxxxx
---------------------------------
XXXXXX X. XXXXXXXX
