EXHIBIT 10.3
SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT (this "Agreement") is
entered into as of the 19th day of December, 1996, by and among ARTRA GROUP
Incorporated, a Pennsylvania corporation ("ARTRA"), Fill-Mor Holding, Inc., a
Delaware corporation ("Fill-Mor"), and Xxxxx X. Xxxxxx ("Xxxxxx") (referred to
collectively as the "ARTRA Parties"), and COMFORCE Corporation, a Delaware
corporation formerly known as The Xxxx Corporation (including any predecessors,
"COMFORCE"), Xxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxxxxxxxx X. Xxxxxx and
Xxxxx X. Xxxxxxx (such individuals referred to as the "Designated Individuals"
and, together with COMFORCE, referred to collectively as the "COMFORCE
Parties"), and Xxxxxx, Xxxxxxxxx & Xxxxx, Ltd. ("KSR").
WHEREAS, under that certain letter agreement dated June 29,
1995, as amended as of October 6, 1995, among ARTRA and the COMFORCE Parties
(the "Letter Agreement"), the Designated Individuals agreed to, inter alia,
direct COMFORCE's entry into the technical staffing business; and
WHEREAS, pursuant to the Assumption Agreement dated as of
October 17, 1995 between ARTRA and COMFORCE (the "Assumption Agreement"),
COMFORCE agreed to issue to ARTRA 100,000 shares of the common stock of COMFORCE
("Common Stock") in consideration of the cancellation of all issued and
outstanding shares of the Series C Preferred Stock of COMFORCE, all of which
shares were held by ARTRA (the "Series C Preferred Stock"), and ARTRA agreed to
assume substantially all pre-existing liabilities of COMFORCE; and
WHEREAS, as of September 30, 1995, COMFORCE discontinued its
jewelry business and, on October 17, 1995, entered the technical staffing
business upon acquiring all of the capital stock of Spectrum Global Services
Inc. (formerly d/b/a YIELD Global and now known as COMFORCE Telecom, Inc.)
("Global"); and
WHEREAS, in connection with ARTRA's guarantee of certain
obligations in connection with the Global acquisition, COMFORCE issued (but did
not deliver to ARTRA) 100,000 shares of Common Stock; and
WHEREAS, COMFORCE has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-1 (Registration
No. 33-60403) to register for resale certain shares of Common Stock, to be
offered pursuant to Rule 415 of the Commission's Rules (the "Shelf Registration
Statement"), which registration statement has not yet been declared effective by
the Commission, and proposes to file with the Commission a registration
statement on Form S-1 (the "Underwritten Registration Statement") for the
registration of shares to be publicly offered by COMFORCE (the "Underwritten
Offering") and certain selling stockholders, such offering to be underwritten by
PaineWebber Incorporated and Unterberg Harris, and/or such other underwriters as
may agree to participate in such offering (the "Underwriters"); and
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WHEREAS, Fill-Mor, a wholly-owned subsidiary of ARTRA, is the
record and beneficial owner of 1,769,703 shares of Common Stock representing
1,769,703 shares held of record for in excess of three years; and
WHEREAS, by unanimous consent in lieu of a meeting dated
October 16, 1995, the Board of Directors of COMFORCE caused certain existing
employee options under COMFORCE's Long-Term Stock Investment Plan (the "Option
Plan") not to terminate in certain circumstances as provided under the Option
Plan, including 90 days after the termination of an employee's employment with
COMFORCE; and
WHEREAS, the ARTRA Parties and the COMFORCE parties desire to
amicably settle various disputes and interpretive questions which have arisen
concerning the Letter Agreement, the Option Plan and other matters; and
WHEREAS, as a part of the transactions contemplated hereby,
the parties have agreed to give to each other mutual releases as set forth
herein.
NOW, THEREFORE, in consideration of the agreements set forth
herein, the parties, intending to be legally bound hereby, agree as follows:
1. ARTRA hereby waives any right it may have under the Letter
Agreement to designate any person for nomination or election to the Board of
Directors (except to the extent such rights, if any, may be exercised by any
stockholder of COMFORCE in accordance with Delaware law or the bylaws of
COMFORCE). COMFORCE agrees not to dispute the claims of Fill-Mor that it is not
an "affiliate" of COMFORCE within the meaning of that term under Rule 144 of the
Rules of the Commission. Subject to Fill-Mor's compliance with the terms of the
Lock-up Agreement in the form attached hereto as Exhibit 3 (the "Lock-up
Agreement"), with respect to any shares of Common Stock held by Fill-Mor for in
excess of three years and presented to COMFORCE's transfer agent either for (a)
removal of the legend thereon restricting the transfer of such shares except
upon registration or an exemption therefrom under the Securities Act of 1933
(the "Restrictive Legend"), or (b) transfer free of the Restrictive Legend,
COMFORCE shall either (i) cause its counsel to issue an opinion permitting the
removal of the Restrictive Legend or the transfer free of the Restrictive Legend
or (ii) cause such shares to be registered under the Shelf Registration
Statement.
2. Simultaneously with the execution of this Agreement, (i)
COMFORCE will deliver to ARTRA certificates evidencing 200,000 shares of Common
Stock in consideration of ARTRA's guarantee of the Global obligations and the
cancellation of the Series C Preferred Stock, and (ii) ARTRA shall deliver to
COMFORCE certificates evidencing 9,701 shares of Series C Preferred Stock,
marked "Canceled."
3. COMFORCE agrees to include in the Underwritten Registration
Statement for registration for resale 200,000 shares of Common Stock held by
ARTRA and 180,000 shares of Common Stock held by Fill-Mor (collectively, the
"Registration Shares"). Simultaneously with the execution of this Agreement,
Fill-Mor and ARTRA shall enter into a Lock-up Agreement in the form
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attached hereto as Exhibit 3 with respect to 1,589,703 shares of Common Stock
(the "Lock-up Shares"), being all of the shares of Common Stock held by either
Fill-Mor or ARTRA (including the 125,000 shares held in the escrow account
described in paragraph 11 hereof) other than the 380,000 Registration Shares.
Notwithstanding the foregoing, in the event that the market price of the Common
Stock as reported on the American Stock Exchange is less than $10.00 per share
at the close of trading on the date 10 days prior to the scheduled commencement
date of the road show for the Underwritten Offering, ARTRA and Fill-Mor shall
have the right, upon written notice given to COMFORCE on such date (which notice
may be sent by fax), to withdraw all or any portion of the Registration Shares
from the Underwritten Registration Statement. In such event, COMFORCE shall not
be obligated to register for resale any of the withdrawn Registration Shares,
but the terms of this Agreement shall continue in full force and effect in all
other respects.
4. ARTRA agrees to appoint KSR to serve as the custodian (in
such capacity, referred to as the "Custodian") of (i) the Registration Shares
(on a interim basis pending release to the Underwriters to be held under a
custody agreement among the Underwriters and all of the selling stockholders in
the Underwritten Offering (the "Underwriters Custody Agreement")) and (ii) the
Lock-up Shares (except for Lock-up Shares held in the escrow account described
in paragraph 11 hereof for so long as such shares are held thereunder) pursuant
to the terms of a custody agreement to be negotiated in good faith by ARTRA,
Xxxxxx and COMFORCE and entered into within 15 days after the execution of this
Agreement (the "KSR Custody Agreement"). The KSR Custody Agreement shall provide
that the Lock-up Shares held under the KSR Custody Agreement will not be
released by the Custodian except upon the joint direction of the Custodian and
Doepken Keevican & Xxxxx ("DKW"), which direction shall not be withheld so long
as the conditions for release of the Lock-up Shares hereunder and under the KSR
Custody Agreement are satisfied (including without limitation to effect any
pledge permitted hereunder so long as the pledgee acknowledges and agrees to the
terms set forth herein).
The KSR Custody Agreement shall also provide that the
Registration Shares shall be held by the Custodian from the date of execution of
this Agreement until 10 days prior to the scheduled commencement date of the
road show for the Underwriters Offering and, thereupon, shall be released to the
custodian under the Underwriters Custody Agreement, except for any Registration
Shares as to which ARTRA or Fill-Mor elect not to include in Underwriters
Registration Statement. Any such shares not included in the Underwriters
Registration Statement shall thereupon be deemed to be Lock-up Shares and shall
continue to be held by the Custodian under the KSR Custody Agreement.
The KSR Custody Agreement shall also provide that the Lock-up
Shares shall be held by the Custodian for as long as such shares continue to be
Lock-up Shares, and neither such shares nor any direct or indirect beneficial
interest therein shall be sold, transferred, pledged, hypothecated, margined or
placed in street name with any broker-dealer or otherwise directly or indirectly
disposed of during the term of the Lock-up Agreement and the KSR Custody
Agreement, except that the Lock-up Shares may be pledged to a lender so long as
(i) the pledgee is not a registered broker-dealer firm, (ii) the pledgee agrees
to be bound by the terms of the Lockup Agreement and (iii) the Lock-up Shares
pledged shall not be placed in street name and shall not
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be loaned (or made available to any broker-dealer to be loaned) to any person
who maintains or proposes to maintain a short position in COMFORCE's securities.
5. Effective upon the closing of the offering pursuant to the
Underwritten Registration Statement (the "Offering"), COMFORCE shall direct the
disbursement agent to disburse to Manufacturer's Bank ("Manufacturer's") from
the proceeds of the sale of the Registration Shares an amount equal to the
outstanding principal and accrued, unpaid interest on the loan of Manufacturer's
to Fill-Mor, currently aggregating approximately $2.5 million (the
"Manufacturer's Loan"), with all remaining net proceeds from the sale of the
Registration Shares to be disbursed at the direction of ARTRA.
Simultaneously with the execution of this Agreement, ARTRA
agrees to execute and deliver to Manufacturer's a notice in a form reasonably
acceptable to COMFORCE which directs Manufacturer's, upon repayment of the
Manufacturer's Loan, (i) to deliver directly to the Custodian certificates
evidencing 800,000 shares of Common Stock pledged to collateralize the
Manufacturer's Loan, such certificates to be held pursuant to the terms of the
Custody Agreement and the Lock-up Agreement, and (ii) not to honor any contrary
instructions as to release of such shares except upon its receipt of joint
written instructions from ARTRA and COMFORCE as to the same. Within 10 days
after the execution of this Agreement, ARTRA agrees to take all reasonable steps
to cause Manufacturer's to acknowledge receipt of the notice and to be bound by
the terms thereof.
6. COMFORCE agrees to recognize and honor the action of its
Board of Directors by unanimous written consent dated October 16, 1995 with
respect to the options granted under the Option Plan to certain employees of
COMFORCE named therein (the "Employee Options") (a copy of which consent is
attached hereto as Exhibit 6). The ARTRA Parties acknowledge and understand that
COMFORCE is not required and does not presently intend to register any of the
shares issuable upon the exercise of Employee Options, and that, if any optionee
desires to have option shares held by such optionee registered, such optionee
must individually negotiate with COMFORCE as to the terms under which such
registration will be effected, if at all.
7. The ARTRA Parties agree that the Designated Individuals are
entitled to receive in the aggregate not less than 3,888,084 shares of Common
Stock pursuant to the terms of the Letter Agreement, including not less than
796,782 shares to be issued in respect of the anti-dilution provisions thereof,
and options to purchase in the aggregate ___________ shares of Common Stock
pursuant to the terms of the Letter Agreement and the action of the Board of
Directors of COMFORCE, and shall not hereafter make statements in any regulatory
filings or pleadings or otherwise which question the right of the Designated
Individuals to receive such shares or options.
8. ARTRA agrees to cause its employees and representatives to
deliver or make available to COMFORCE all files and records relating to COMFORCE
and its predecessors not
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previously delivered to COMFORCE, provided, however, that COMFORCE agrees to
make available to ARTRA and/or its counsel for review and copying, subject to
any confidentiality agreement in customary form as to information not in the
public domain or as to which the attorney-client privilege obtains, such
information in such files (and all files previously delivered by ARTRA to
COMFORCE) reasonably required (i) to enable ARTRA to determine the nature or
scope of any continuing obligation of ARTRA for liabilities of COMFORCE,
including pursuant to the Assumption Agreement or otherwise, or to defend itself
against any claims therefor, (ii) to enable ARTRA to verify, correct or defend
any of its consolidated tax returns, (iii) to enable ARTRA to prepare or verify
the accuracy of any of its securities law disclosures, (iv) to enable any
prospective underwriter of ARTRA or any prospective lender or acquiror of an
interest in ARTRA to conduct a due diligence review of any matters relating to
any potential continuing obligation of ARTRA for liabilities of COMFORCE, or (v)
for any like proper business purpose.
9. ARTRA hereby represents and warrants to COMFORCE that the
warrant and related put purported to be held by IBJ Xxxxxxxx Bank & Trust
Company ("Xxxxxxxx"), a copy of which is attached hereto as Exhibit 9 (the
"Xxxxxxxx Warrant"), has been terminated pursuant to an agreement of the
parties. ARTRA agrees to assume full responsibility and liability for any loss
or damage suffered or incurred by COMFORCE by reason of the purported exercise
of the Xxxxxxxx Warrant. ARTRA, at its sole cost and expense, shall indemnify
and hold COMFORCE harmless from and against any losses, damages or claims,
including legal fees and expenses, in connection with the Xxxxxxxx Warrant. In
the event any legal action is brought or threatened to be brought by Xxxxxxxx to
enforce the Xxxxxxxx Warrant or to recover damages for COMFORCE's failure to
honor the same, ARTRA shall defend against such action or claim, at its expense;
provided, however, that COMFORCE shall receive notices of all petitions and
motions filed, and any other actions taken in connection therewith (including
the taking of depositions) and may participate in the defense of the case at its
cost, to the extent it desires, or at ARTRA's cost, if ARTRA fails to diligently
prosecute or defend the action.
10. ARTRA acknowledges and affirms its obligations under the
Assumption Agreement and agrees that (i) it shall assume all liabilities for the
operations of Xxxxxxxx Jewelry Corporation, Rosecraft, Inc. and New Dimensions
Accessories Ltd. (the "Jewelry Subsidiaries") that COMFORCE would, absent this
assumption, otherwise be liable for, and (ii) all environmental liabilities of
COMFORCE which have arisen or may arise by reason of any actions occurring prior
to October 17, 1995, including the environmental matters at the Gary, Indiana
site identified in Exhibit 10A attached hereto (the "Xxxx Site"). COMFORCE
acknowledges and understands that ARTRA does not assume any liabilities for the
Jewelry Subsidiaries which are the obligation of any subsidiary corporation and
not of COMFORCE, as its parent (the "Subsidiary Obligations"). In this
connection, simultaneously with the execution of this Agreement, ARTRA and
COMFORCE shall enter into the Stock Transfer Agreement in the form attached as
Exhibit 10B hereto, and shall execute the stock powers attached thereto. ARTRA
represents to COMFORCE that it has, to its knowledge, satisfied all of the
liabilities of the Jewelry Subsidiaries except for (i) the Subsidiary
Obligations and (ii) $350,000 of obligations
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owed to certain creditors as part of the reorganization in bankruptcy of New
Dimensions Accessories Ltd., which creditors cannot be located by ARTRA (the
"NDA Creditors").
11. To secure its obligations with respect to (i) the Xxxxxxxx
Warrant, (ii) the Xxxx Site and (iii) the NDA Creditors, ARTRA agrees to deposit
with Firstar Trust Company, a Wisconsin banking corporation, as escrow agent, or
another mutually acceptable bank or trust company if Firstar Trust Company
declines to serve as escrow agent (the "Escrow Agent"), certificates evidencing
125,000 shares of Common Stock (the "Escrowed Shares"). Such shares shall be
held by the Escrow Agent pursuant to the terms of an escrow agreement to be
negotiated by the parties in good faith and executed within 30 days after the
date this Agreement is executed (the "Escrow Agreement"). ARTRA acknowledges
that its liabilities with respect to (i) the Xxxxxxxx Warrant, (ii) the Xxxx
Site and (iii) the NDA Creditors are not limited by the amount held pursuant to
the Escrow Agreement. If any such matter shall now or hereafter be the subject
of legal proceedings, COMFORCE shall receive notices of all petitions and
motions filed, and any other actions taken in connection therewith in any such
matter (including the taking of depositions) and may participate in the defense
of any case at its cost, to the extent it desires, or at ARTRA's cost, if ARTRA
fails to diligently defend any such matter.
The Escrow Agreement shall provide that the Escrowed Shares
shall be held by the Escrow Agent and shall be released only as follows:
(a) Upon the earliest to occur of (i) the final
determination by a court of competent jurisdiction,
and the expiration of all periods of appeal, that the
Xxxxxxxx Warrant has been extinguished, (ii) the
expiration of the Xxxxxxxx Warrant by its own terms
without the warrant or put option thereunder being
exercised or (iii) the expiration of all applicable
statutes of limitation under which an action could be
maintained by Xxxxxxxx with respect to the Xxxxxxxx
Warrant, 50,000 of the Escrowed Shares shall be
released to ARTRA;
(b) Upon the final determination by a court of competent
jurisdiction, and the expiration of all periods of
appeal, that the Xxxxxxxx Warrant is effective in
accordance with its terms, such number of the
Escrowed Shares shall be sold by the Escrow Agent as
may be necessary to satisfy the judgment and fully
discharge any liability to Xxxxxxxx;
(c) In accordance with the terms of any settlement
agreement entered into with Xxxxxxxx with respect to
the Xxxxxxxx Warrant, with the Escrow Agent to sell
such number of the Escrowed Shares as may be
necessary to satisfy the terms thereof;
(d) If the number of Escrowed Shares needed to satisfy
any judgment pursuant to subparagraph (b) or the
terms of any settlement agreement pursuant to
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subparagraph (c) (in either case, the "Xxxxxxxx
Satisfaction Shares") is less than 50,000, the number
of shares determined by subtracting the Xxxxxxxx
Satisfaction Shares from 50,000 shall thereupon be
released to ARTRA;
(e) Upon the final determination by a court of competent
jurisdiction, and the expiration of all periods of
appeal, that COMFORCE has no liability for any
clean-up costs for or other damages in connection
with the Xxxx Site, 50,000 of the Escrowed Shares
shall be released to ARTRA;
(f) Upon the final determination by a court of competent
jurisdiction, and the expiration of all periods of
appeal, that COMFORCE has liability for clean-up
costs for or other damages in connection with the
Xxxx Site, such number of the Escrowed Shares shall
be sold by the Escrow Agent as may be necessary to
satisfy the judgment and fully discharge any
liability therefor;
(g) In accordance with the terms of any settlement
agreement entered into with the plaintiffs in the
case involving the Xxxx Site, with the Escrow Agent
to sell such number of the Escrowed Shares as may be
necessary to satisfy the terms thereof;
(h) If the number of Escrowed Shares needed to satisfy
any judgment pursuant to subparagraph (f) or the
terms of any settlement agreement pursuant to
subparagraph (g) (in either case, the "Xxxx
Satisfaction Shares") is less than 50,000, the number
of shares determined by subtracting the Xxxx
Satisfaction Shares from 50,000 shall thereupon be
released to ARTRA;
(i) In accordance with the terms of any settlement
agreements entered into with any of the NDA
Creditors, with the Escrow Agent to sell such number
of the Escrowed Shares as may be necessary to satisfy
the terms thereof; and
(j) 25,000 of the Escrowed Shares shall be released on
the earliest to occur of (i) 360 days after the
closing of the Underwritten Offering, (ii) the full
satisfaction of all obligations owed to all of the
NDA Creditors or (iii) February 28, 1998.
12. ARTRA agrees to cause to be prepared and delivered to
COMFORCE within 14 days after the execution of this Agreement minutes of the
meeting of the Board of Directors of COMFORCE held on or about October 16, 1995,
at which meeting the Global acquisition was approved; provided, however, that,
if required by the Underwriters, as a condition to the filing of the
Underwritten Registration Statement, ARTRA shall cause the secretary of the
meeting to certify to the Underwriters as to the action taken at the meeting so
as not to delay such filing. ARTRA agrees to deliver to COMFORCE within three
days after the execution of this
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Agreement minutes of the meeting of the Board of Directors of ARTRA approving
the Global acquisition, if any such meeting was held.
13. Within five days after the execution of this Agreement,
KSR shall deliver or make available to COMFORCE any remaining files relating to
COMFORCE or its predecessors not previously delivered to COMFORCE; provided,
however, that COMFORCE agrees to make available to KSR and/or its counsel for
review and copying, subject to any confidentiality agreement in customary form
as to information not in the public domain or as to which the attorney-client
privilege obtain, such information in such files (and all files previously
delivered by KSR to COMFORCE) reasonably required (i) to enable KSR to defend
itself in connection with the claims made by any person in connection with any
legal services performed by KSR on behalf of COMFORCE or (ii) for any other like
purpose. KSR shall hold for the benefit of COMFORCE such files as are listed on
Exhibit 13 attached hereto (except such of those files which have previously
been delivered to COMFORCE or previously destroyed by KSR in accordance with its
customary file retention procedures), to make such files available to COMFORCE
upon request and not to destroy any such files unless first offering to deliver
such files to COMFORCE.
14. To the extent required in connection with the Underwritten
Registration Statement, the Shelf Registration Statement, or any listing
application which may be filed with the American Stock Exchange or Nasdaq, KSR
shall deliver its opinion to the effect that all shares of Common Stock of
COMFORCE issued by COMFORCE on or before December 31, 1995 were issued pursuant
to available exemptions from registration under the Securities Act of 1933, as
amended. COMFORCE agrees to pay the KSR's customary fees for issuing any such
opinions.
15. Within three days after the date of execution of this
Agreement, ARTRA shall cause its margin account with Xxxxxxxxx, Xxxxxx &
Xxxxxxxx to be fully paid, and the certificates evidencing the shares held
therein to be delivered to and held by the Custodian pursuant to the terms of
the Lock-up Agreement and the Custody Agreement.
16. COMFORCE shall cause to be issued to Xxxxxx simultaneously
with the execution of this Agreement a certificate evidencing 150,000 shares of
Common Stock. COMFORCE agrees to cause 22,500 of such shares to be included in
the Underwritten Registration Statement and the remaining 127,500 of such shares
to be included in the Shelf Registration Statement, subject to Xxxxxx agreeing
to enter into a lock-up agreement in the form attached hereto as Exhibit 16. The
shares to be issued to Xxxxxx that are to be included in the Shelf Registration
Statement shall be held by the Custodian under the KSR Custody Agreement as if
such shares were "Lock-up Shares," as described in paragraph 4 hereof.
17. The COMFORCE Parties and the ARTRA Parties, and their
successors and assigns, each hereby release and discharge the other and their
agents, representatives, officers, directors, employees, successors and assigns,
from and against all claims, demands, damages, attorney's fees and costs,
rights, actions, causes of action, suits, debts, obligations, liabilities and
all other claims of whatsoever nature and kind which such Parties may have, or
could have
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brought, against the other or their representatives, officers, directors,
employees, successors and assigns, from any cause whatsoever arising from any
events arising prior to or on the date hereof relating to any of the matters
which are the subject of this Agreement, including without limitation, any of
the matters described in the Letter Agreement or the Assumption Agreement or
relating to the Global acquisition.
18. COMFORCE hereby acknowledges that it is holding
certificates evidencing 31,667 shares of Common Stock owned of record by
Fill-Mor, which shares shall be delivered to KSR to be held under the KSR
Custody Agreement as Lock-up Shares.
19. Each of the parties hereto hereby certifies that he or it
has carefully read and fully understands all of the provisions of this
Agreement, has thoroughly discussed all aspects of this Agreement with counsel,
has been given a reasonable period of time within which to consider the
settlement proposed herein and knowingly and voluntarily enters into this
Agreement.
20. Should any part, term or provision of this Agreement be
declared or be determined by any court to be illegal or invalid, the validity of
the remaining parts, terms or provisions shall not be affected thereby and the
illegal or invalid part, term or provision shall not be deemed to be a part of
this Agreement.
21. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
shall be deemed to constitute one agreement.
22. This Agreement sets forth the entire agreement between the
parties hereto, and fully supersedes any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof.
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IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of the day and year first set forth above.
COMFORCE CORPORATION
BY:___________________________________
___________________________________
Xxxxx X. Xxxxxxx
___________________________________
Xxxxxxx Xxxxxxxxxx
___________________________________
Xxxxxxxxxxx X. Xxxxxx
_____________________________________
Xxxxx X. Xxxxxxx
ARTRA GROUP INCORPORATED
BY:___________________________________
FILL-MOR HOLDING, INC.
BY:___________________________________
_____________________________________
Xxxxx X. Xxxxxx
XXXXXX, XXXXXXXXX & XXXXXX, LTD.
BY:___________________________________
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