FIRST CHOICE EXECUTIVE SUITES,
(A SUB LEASE)
1. PARTIES
This Lease, dated, June 1, 1999 for reference purposes only, is made by and
between LJMG, Inc. dba First Choice Executive Suites, hereinafter called "LJMG"
and XxxxXxxx.xxx, Inc. hereinafter called "Tenant".
2. PREMISES
LJMG does hereby Lease to Tenant and Tenant hereby leases from LJMG that certain
office space known as #228 (herein called "premises") as delineated on the
attached floor plan as Exhibit A on the 2nd floor of the Xxxxxxx Xxxxx Building
at 0000 Xxx Xxxxxx, Xxxxx 000, Xx Xxxxx, Xxxxxxxxxx 00000. This Lease is subject
to the terms, covenants and conditions set forth herein and Tenant covenants, as
a material part of the consideration for this Lease, to keep and perform each
and all of these terms, covenants and conditions by it to be kept and performed
and that this Lease is made upon the condition of such performance.
3. TERM
The term of this Lease shall be 3 months commencing on the 1st day of June,
1999. The term shall renew at maturity as specifically specified in 9. Option to
Extend, unless one party serves unto the other, a required sixty-day written
notice to terminate. Such term and any extension given with the express written
consent of LJMG, is hereinafter called "term".
4. ENTRY BY LANDLORD
LJMG has the right at any time, and upon reasonable notice, to enter the
premises to inspect them, to provide services to be furnished by LJMG, to make
repairs and alterations to the premises or other adjacent property of LJMG and
to show the premises to prospective tenants of the premises or prospective
purchasers of LJMG.
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5. POSSESSION
If LJMG, for any reason whatsoever, cannot deliver possession of the premises to
the Tenant at the commencement of the term, LJMG will not be liable for any
resulting damage, nor will this Lease be affected, except that Tenant will not
have to pay the rent (as hereafter defined) until LJMG can deliver possession.
No such failure of LJMG to deliver possession shall in any way affect or extend
the expiration date of the term of this Lease. In the event that LJMG should
permit Tenant to occupy the premises prior to the commencement date of the term,
such occupancy will be subject to all of the provisions of this Lease,
including, but not limited to, payment of rent at the rate provided in section
6, but shall not advance the termination date of the term.
6. RENT
Tenant agrees to pay to LJMG a base rent of SEVENTEEN HUNDRED Dollars and 10/100
Dollars ($1,700.10) per month*, for the premises. Rent shall be payable monthly
in lawful money of the United States, and shall be DUE AND PAYABLE IN ADVANCE ON
THE FIRST DAY OF THE MONTH BEFORE 5:00 PM. Your rent is critical! No excuses
will be accepted for non-payment. FAILURE TO PAY RENT AS STATED BELOW, AT THE
LOCATION INDICATED IN THIS LEASE, WILL RESULT IN IMMEDIATE TERMINATION OF THIS
RENTAL AGREEMENT AND EVICTION. Rent can be paid by check unless any check is
returned unpaid for any reason. Afterwards, rent can only be paid by money order
or cash.
*RENT IS DUE ON THE FIRST OF THE MONTH AND IS CONSIDERED LATE IF NOT PAID BY
4:00 P.M. ON THE 5TH OF THE MONTH. AFTER WHICH LATE CHARGES AS BELOW WILL BE
INCURRED.
The rent for the first month of this Lease shall be paid upon execution of this
Lease. If the term does not commence on the first day of the month, rental for
the first fraction of the month shall be prorated and shall be payable together
with the first full month's rent. The rent shall be payable to LJMG and shall be
paid to the manager's office or to any agent designated in writing by LJMG on
the first day of the month for which such fee is due, without any deduction or
offset and without any notice or demand. A 3-Day Notice to Pay or Quit will be
served on the 6th of the month if payment is not received by the 5th. Tenant
shall pay a late charge of five percent (5%) of any amount that is due
hereunder, provided that said late charge shall not be less than $5.00. LJMG and
Tenant agree that such late charges are fair and reasonable compensation for
costs incurred by LJMG where there is default in payment under this Lease. Such
costs are extremely difficult to estimate and ascertain, but such costs include
processing and accounting charges. Notwithstanding payment of such late charge,
Tenant shall not be excused from any default nor shall there by any waiver of
any default by LJMG under this Lease. There is a $25.00 fee for any returned
check, plus applicable bank charges. There is a $195.00 reinstatement fee if
service has been discontinued due to non-payment or late payment of rent or
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charges.
7. SECURITY DEPOSIT
Upon the execution of this Lease, Tenant shall deposit with LJMG or its agent
NINETEEN HUNDRED AND SEVENTY DOLLARS and 00/100 Dollars ($1,970.00), as
security, for the full and faithful performance of each and every term,
condition, covenant and provision of this Lease on Tenant's part to be
performed. In the event Tenant defaults in the performance of any of the terms
hereof, or abandons the premises, LJMG may use, apply or retain the whole or any
part of such security for the payment of any rent or any other payment to be
made by Tenant hereunder which is in default or of any other sum which LJMG may
spend or be required to spend by reason of Tenant's default. If Tenant, at the
end of the term hereof, has fully and faithfully complied with all of the terms
and provisions of this Lease, the security, or any balance thereof, shall then
be returned to Tenant. Tenant shall not be entitled to interest on any such
security deposit. Should LJMG be required to resort to the security deposit as a
result of default by Tenant hereunder and should Tenant continue to occupy the
premises after such default, Tenant agrees to deposit such funds as are
necessary to replenish the security deposit to the amount herein contained
within ten (10) days of receipt from LJMG of written notice of the amount
required to so replenish such deposit.
8. USE
Tenant shall use the premises for general office purposes and to house Tenants
phone systems and for no other purpose without the prior written consent of
LJMG. Tenant agrees that Tenant will not offer or use the premises to provide to
others services provided by LJMG to LJMG's tenants, or make or permit any use of
the premises which is forbidden by law or regulation, may be hazardous or
unsafe, may invalidate or increase the premium of any policy of insurance
carried by LJMG or may tend to impair the character, reputation, appearance or
operation of the premises. Tenant shall not do or permit anything to be done in
or about the premises which will in any way obstruct or interfere with the
rights of other tenants or occupants of the building or injure or annoy them or
use or allow the premises to be used for any improper, immoral, unlawful or
objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance
in, on or about the premises. Tenant shall not commit or suffer to be committed
any waste in or about the premises.
9. OPTIONS TO EXTEND
Tenant shall have the option to rent Suite #228 for an additional 9 months at
the rate of
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$1710.00. Tenant will inform Landlord on or before July 1, 1997, whether Tenant
will exercise this option otherwise this extension will be automatically in
effect.
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10. SERVICES
For the time the lease is in effect and, provided there are no defaults thereof,
LJMG agrees to make available access to the following services, at the stated
monthly fixed charge. All services not contracted for monthly shall be charged
at the then published rates schedule on a pay as needed basis.
PHONE LINE & EQUIPMENT RENTAL (1).......................................$140.00
VoiceMail (2)...........................................................Included
Telephone Secretary (unlimited in-coming calls).........................Included
Modem/Fax Line (1)......................................................$30.00
Conference Room Rental (4 Hours per month)..............................Included
(Each additional hour is $20.00. billed in 15 minutes increments)
Reception Services......................................................Included
Parking (2 spaces)......................................................$100.00
TOTAL MONTHLY CONTRACT........................................$270.00
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Tenant contracts for the above services for the duration of this lease. All
other services are excluded from the service contract and shall be charged at
the then published price schedule. Total Service Contract charges for purpose of
this lease will be considered additional rent, and are due on the first day of
the month before 4:00 p.m. (refer to Article 6., Rent).
10a. SETUP & INSTALLATION
A one-time Setup & Installation fee in the amount of $635.00, as well as all
other charges noted on the accompanying Opening Invoice, will be paid to LJMG by
Tenant upon execution of this Lease Agreement.
Setup & Installation fee is non-refundable and includes, but is not limited to
telephone installation, messaging system setup, credit verification and
administrative functions as required to process Lease Agreement and related
paperwork.
11. ALTERATIONS, ADDITIONS AND REPAIRS
Except as may be expressly provided in this Lease, LJMG has made no promise to
alter or improve the premises nor has any representation been made concerning
the condition thereof. By taking possession of the premises, Tenant acknowledges
that they are in good, sanitary order, condition and repair and shall not place
a load upon any floor of the premises which exceeds the
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load per square foot which such floor was designed to carry and which is allowed
by law. Tenant shall not xxxx, or drive nails, screw or drill into, the
partitions, woodwork or plaster or in any way deface such premises or any part
thereof except as may be reasonably required to install or hang decorative
items. Tenant shall make no alterations or additions to the premises without
LJMG's prior written consent. Tenant shall return the premises at the end of the
term in as good condition and repair as when Tenant received the premises,
normal wear and tear excepted.
LJMG may, but is not required to, make repairs or replacement required due to
Tenant's use of facility not consistent with normal wear and tear and Tenant
shall pay to LJMG all costs and expenses thereof upon demand. Upon termination
of this Lease, whether upon expiration of the term hereof or sooner.
12. ASSIGNMENT AND SUBLETTING
Neither Tenant nor anyone claiming by, through or under Tenant shall mortgage or
assign this Lease or sublet the premises or any part thereof or permit the use
of the premises by any person other than Tenant or employees or independent
contractor hired by Tenant, without the prior written consent of LJMG, which
consent shall not be unreasonably withheld. A consent to one assignment,
subletting, occupation or use by any person other than Tenant shall not be
deemed to be consent to any subsequent assignment, subletting, occupation or use
by another person.
13. HOLD HARMLESS
Tenant shall indemnify and hold LJMG harmless against and from any and all
claims arising from use of the premises for the conduct of business or from any
activity, work or other thing done, permitted or suffered in or about the
building, and shall further indemnify and hold harmless LJMG against and from
any and all claims arising from any breach or default in the performance of any
obligation on Tenant's part to be performed under the terms of this Lease, or
arising from any act or negligence of Tenant, or any officer, agent, employee,
guest, or invitee of Tenant, and from all and against all costs, attorney's
fees, expense and liabilities incurred in or about any such claim or any action
or proceeding brought thereon, and, if any case, action or proceeding be brought
against LJMG by reason of any such claim, Tenant upon notice from LJMG shall
defend the same at Tenant's expense.
Landlord shall indemnify and hold Tenant harmless against and from any and all
claims arising from Landlord's conduct of business or from any activity, work or
other thing done, permitted or suffered by Landlord in or about the building,
and shall further indemnify and hold harmless Tenant against and from any and
all claims arising from any act or negligence of Landlord, or any officer,
agent, employee, guest, or invitee of Landlord, and from all and against all
costs, attorney's fees, expense and liabilities incurred in or about any such
claim or action or proceeding brought thereon, and, if in any case, action or
proceeding be brought against Tenant by reason of
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any such claim, Landlord upon notice from Tenant shall defend the same at
Landlord's expense.
The Tenant hereby assumes all risk of damage to property or injury to persons,
in, upon or about the premises (refer to Article 2), from any cause other than
LJMG's negligence, and Tenant hereby waives all claims in respect thereof
against LJMG. LJMG or its agents shall not be liable for any damage to property
entrusted to employees of the building, nor for loss or damage to any property
by theft or otherwise, nor for any injury to or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, building or from
the pipes, appliances or plumbing works therein or from the roof, street, or
subsurface or from any other place resulting from dampness or from any other
cause whatsoever, unless caused by or due to the negligence of LJMG, its agents,
servants or employees. Further, LJMG shall not be liable for loss of business by
Tenant, nor shall LJMG be liable for any latent defect in the premises in the
premises or in the building. Tenant shall give prompt notice to LJMG in case of
fire or accidents in the premises or in the building or of defects therein or in
the fixtures or equipment.
14. LIABILITY INSURANCE
Tenant shall, at Tenant's sole expense, obtain and keep in force during the term
of this Lease a policy of comprehensive public liability insurance, with bodily
injury and property damage aggregate limits in an amount not less than three
hundred thousand dollars ($300,000), insuring LJMG and Tenant against any
liability arising out of the use, occupancy or maintenance of the premises and
all areas that are appurtenant thereto. The limit of said insurance shall not,
however, limit the liability of Tenant hereunder.
15. UTILITIES
Provided Tenant shall not be in default as set forth in articles 6 and 18
hereunder, LJMG agrees to furnish in reasonable quantities based on recognized
normal business hours of 7:30 a.m. to 5:30 p.m., on generally recognized
business days and subject to the rules and regulations of the building, electric
current for lighting and normal office use only, common restroom facilities with
hot and cold water, heating and/or air conditioning. LJMG will provide the
aforementioned utilities as provided in its master lease agreement at no
additional cost to tenant if use does not exceed the provisions discussed in
this paragraph above. LJMG shall not be liable to Tenant for any damage or
failure to furnish such services, as specified above, when such failure is
caused by breakage, repairs, strikes, lockouts, or by any other cause, similar
or dissimilar, beyond the reasonable control of LJMG.
IF, AT ANY TIME DURING THE TERM OF THIS LEASE, TENANT DECIDES WITH LJMG'S
APPROVAL, TO BRING IN HIS/HER OWN COPIER, TENANT WILL BE CHARGED $50.00 PER
MONTH FOR ADDITIONAL SDG&E CHARGES, TO BE INCLUDED IN THE SERVICES AS OUTLINED
IN PARAGRAPH 10.
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* Janitorial service is included as part of the tenancy & Monday-Friday.
16. USE OF ADDRESS
Subject to the provisions of this section (16), Tenant is hereby authorized to
use the address of LJMG as Tenant's business address. In the event that this
Lease terminates or any or all charges are not kept current, LJMG may terminate
Tenant's right to use the address. LJMG agrees that for a period of thirty (30)
days after notification to Tenant or termination of this Lease, LJMG will, at no
charge to Tenant, either (i) hold Tenant's mail at the premises or (ii) return
all mail to sender. LJMG further agrees to hold all such mail beyond the thirty
(30) day period, and for such period as Tenant elects, provided that Tenant pays
to LJMG a monthly service fee. Landlord permits Tenant's use of address in
Yellow Page Advertisement.
17. EMPLOYEES
Tenant recognizes that LJMG, in order to provide services to Tenant and other
lessees similar to Tenant, must expend significant time and money in training
LJMG employees. Tenant, therefore, agrees that during the term of this Lease and
for six (6) months after its termination, Tenant will not offer employment to or
hire any employee currently employed with LJMG, any former employee that has
previously terminated their relationship with LJMG for a period of not less than
120 days. Unless Tenant obtains an express written waiver from LJMG of the
provisions of this section, Tenant shall be liable to LJMG for damages in the
sum of twenty-five percent (25%) of the annual compensation of any employee, or
former employee hired by Tenant in violation of this paragraph. LJMG will
provide a list of current and former employees to Tenant prior to Lease
signature and thereafter when changes in LJMG employees occur. Tenant and LJMG
agree that this provision for liquidated damages is reasonable and the actual
damage that would be sustained by LJMG as the result of failure to honor this
paragraph would be, from the nature of the case, impracticable or extremely
difficult to fix.
18. DEFAULT
The occurrence of any one or more of the following events shall constitute a
default and breach of this Lease by Tenant.
(i) The failure of Tenant to comply with all laws, and other
requirements regulating the
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conduct of Tenant's business;
(ii) The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder as and when due,
where such failure shall continue for a period of three (3) days
after written notice thereof by LJMG to Tenant;
(iii) The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed
by Tenant, where such failure shall continue for a period of thirty
(30) days after written notice thereof by LJMG to Tenant or;
(iv) The abandonment of the premises by Tenant.
19. REMEDIES IN DEFAULT
In the event of any default with cure periods provided in paragraph 18 above, or
breach by Tenant, LJMG may at any time thereafter, with or without notice or
demand and without limiting LJMG in the exercise of a right or remedy which LJMG
may have by reason of such default or breach:
19(a). Terminate Tenant's right to possession of the premises by any lawful
means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the premises to LJMG. In such an
event, LJMG shall be entitled to recover from Tenant all damages incurred
by LJMG by reason of Tenant's default including, but not limited to, the
cost of recovering possession of the premises; expenses of reletting,
including necessary renovation and alteration of the premises; reasonable
attorney's fees; the worth at the time of award by the court having
jurisdiction thereof of the amount by which the unpaid rent for the
balance of the term after the time of such award exceeds the amount of
such rental loss for the same period that Tenant proves could be
reasonably avoided. Unpaid installments of rent or other sums shall bear
interest from the date due at the allowable maximum rate provided by law.
In the event Tenant shall have abandoned the premises, LJMG shall have
the option of (a) taking possession of the premises and recovering from
Tenant the amount specified in this paragraph, or (b) proceeding under
the provisions of the following subsection 19(b).
19(b). Maintain Tenant's right to possession, in which case this Lease shall
continue in effect whether or not Tenant shall have abandoned the
premises. In such an event, LJMG shall be entitled to enforce all of
LJMG's rights and remedies under this Lease, including the right to
recover the rent as it becomes due hereunder.
19(c). Pursue any other remedy now or hereafter available to LJMG under the laws
or judicial decisions of the State of California.
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20. HOLDING OVER
Should Tenant continue in possession of the premises after expiration or any
other termination of the term and without LJMG written consent, such possession
shall be under the provisions of this Lease, except that such occupancy shall be
a tenancy from month to month at a rental in an amount equal to 150% of the last
monthly rental, plus all other charges payable hereunder, shall continue at such
rate until possession is surrendered, and shall be governed by all other terms
herein applicable to a month to month tenancy. LJMG shall be entitled to
exercise all remedies available to LJMG on account of such continued possession,
and Tenant's obligation to pay rent and all other charges payable hereunder
shall be in addition, and without prejudice, to such remedies.
21. BUILDING MASTER LEASE
Tenant hereby acknowledges that LJMG is a Tenant pursuant to a Master Lease with
Manufacturers Life Insurance Company dated January 1, 1994, with respect to the
premises herein leased. A copy of the building rules and regulations are
contained in Exhibit B. Tenant understands the occupancy of the premises is
subject to, in addition to this Lease, the provisions of the Master Lease.
Tenant will comply with all rules, regulations and requirements of the building
in which the premises are located and with other reasonable rules and
regulations established by LJMG and relating to the premises and Tenant's use
thereof. LJMG will have no responsibility to Tenant for violation of any Lease
provisions or rules and regulations by any other Tenant of LJMG. Termination of
the Master Lease will terminate this Lease and all of LJMG's obligation
hereunder.
22. ATTORNEY'S FEES
In the event of any legal action or proceeding by Tenant or LJMG against the
other under the terms of this Lease, the prevailing party shall be entitled to
recover all expenses and costs, including reasonable attorneys' fees and costs
of appeal, if any.
23. NOTICE
All notices by Tenant or LJMG to the other must be in writing. Notices to Tenant
will be considered given if delivered personally to Tenant or one of Tenant's
officers or mailed by registered or certified mail, postage prepaid, addressed
to Tenant at the address appearing below Tenant's signature herein. Notices to
LJMG will be considered given if personally delivered to the Owner or Leasing
Manager, mailed by registered or certified mail, postage prepaid, to LJMG at
LJMG's address set forth below signature herein. Either party may change the
address to
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which it is to receive notice hereunder by designating such new address in
writing pursuant to the provisions of this section 23.
24. SUCCESSORS AND ASSIGNS
All the terms, covenants and conditions of this Lease shall inure to the benefit
of and be binding upon the successors and assigns of LJMG and, subject to the
restrictions on assignment herein contained, the successors and assigns of
Tenant to the same extent that said terms, covenants and conditions inure to the
benefit of and are binding upon LJMG and Tenant respectively.
25. TIME
Time is of the essence of this Lease and each and all of its provisions in which
performance is a factor.
26. SEPARABILITY
The invalidity or unenforceability of any provision hereof shall not affect or
impair the validity of any other provision. No waiver of any default of tenant
shall be implied by any failure of LJMG to take action with respect to such
default.
27. TELEPHONE SYSTEM
Landlord shall provide Tenant access to a telephone system and telephone
devices. The number and nature of telephone devices to be installed upon the
demised premises shall be determined by Landlord. It shall be Landlord's
responsibility to obtain and install such telephone devices and provide access
to the telephone system servicing the building. In consideration therefore,
Tenant shall pay to Landlord an installation, set-up and programming fee as
delineated in 10a. Tenant shall pay to Landlord monthly rental and service
charges unless specifically included in the rent. Such sums shall be paid by
Tenant to Landlord on the first day of the month before 4:00 p.m., after
Landlord submits to Tenant a statement, in writing, setting forth the amount of
such fees and charges. Upon notice from Tenant, Landlord shall refer the new
telephone number for 30 days at no charge, after which Landlord can continue to
provide a forwarding number at $60.00 per month.
28. SALE, LEASE OR ASSIGNMENT OF LJMG
The term "Landlord" as used in this Lease, means only the owner for the time
being of the right
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to possession of the 2nd Floor of the Xxxxxxx Xxxxx Building, so that in the
event of any sale or transfer or transfers of the 2nd Floor or the making of any
lease or leases thereof, or the sale or the transfer or transfers or the
assignment or assignments of any such lease or leases, previous landlords shall
be and hereby are relieved of all covenants and obligations of Landlord
hereunder. It shall be deemed and construed without further agreement between
the parties, or their successors in interest, or between the parties and the
transferee or acquiror, at any such sale, transfer or assignment, or lessee on
the making of such lease, that the transferee, acquiror or lessee has assumed
and agreed to carry out any and all of the covenants and obligations of the
Landlord hereunder to Landlord's exoneration, and Tenant shall thereafter be
bound to and shall attorn to such transferee, acquiror or lessee, as the case
may be, as Landlord under this Lease.
29. PRIOR AGREEMENTS
This agreement supersedes any prior agreement and embodies the entire agreement
between Tenant and LJMG relative to its subject matter, and may not be modified,
changed or altered in any way except in writing signed by each of the parties.
This Lease shall be interpreted and enforced in accordance with the Laws of the
State of California.
30. RECOVERING COSTS BEYOND LANDLORD'S CONTROL
If services included in the rent determined by outside vendors or governmental
agencies increase (for example parking), Landlord reserves the right to pass the
increase through to Tenant by Notifying Tenant with a written 30 day notice.
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31. SPECIAL PROVISIONS
By insertion of Exhibit listings in the following space provided in this
section, Landlord and Tenant acknowledge that Exhibits listed are attached
hereto and made a part hereof. If nothing is set forth in the following space
provided in this section, it is conclusive that no additional provisions or
Exhibits are part of this Lease.
The following listing of Exhibits are considered a part of this Lease
Agreement: EXHIBIT "A", FLOOR PLAN; EXHIBIT "B", RULES AND REGULATIONS;
EXHIBIT "C", PAYMENT TERMS; EXHIBIT "D", PRICE LIST. INITIAL FOR RECEIPT OF
EXHIBITS.
LANDLORD TENANT
LJMG, INC., XxxxXxxx.xxx, Inc.
a California corporation
Address: 0000 Xxx Xxxxxx Address: 0000 Xxx Xxxxxx, Xxxxx
Xxxxx 000 Xx Xxxxx, XX 00000
Xx Xxxxx, XX 00000
BY: /s/ Catharina X.X. Xxxxxxxx BY: /s/ Xxxxx Xxxxx
------------------------------------- ----------------------------------
Catharina X.X. Xxxxxxxx TITLE: CEO
TITLE: Its President/CEO -------------------------------
NAME: Xxxxx Xxxxx
--------------------------------
(Please Print)
DATE: 7/6/99 DATE: 6-1-99
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