Exhibit 10.1
STOCK PURCHASE AGREEMENT
AGREEMENT made as of October 16, 2002 by and among Interboro Holding, Inc.,
a Delaware corporation ("Seller"), and Digital Workforce Development Centers
Inc. located at 00000 Xx. Xxxxx Xxxxx, Xxxxx 00 Xxxxxx XX 00000 or its Assignee
("Buyer"),
Buyer desires to purchase upon the terms and conditions hereinafter set
forth, 100% of the issued and outstanding stock of ICTS, Inc. from its current
owner Interboro Holding, located at 00 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxxx, Xxx Xxxx
00000-0000 (hereinafter referred to as "Seller"). ICTS, Inc. currently owns an
information technology training business and is located at 0000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx XX 00000.
This Agreement sets forth the terms and conditions upon which Seller will
sell to Buyer, and Buyer will purchase, all of the shares of ICTS, Inc. ("ICTS")
owned by Seller.
In consideration of the mutual agreements contained herein, intending to be
legally bound hereby, the parties agrees as follows:
ARTICLE I
DEFINITIONS
1.1 Certain Defined Terms. As used herein, the terms below shall have the
following meanings. Any of such terms, unless the context otherwise requires,
may be used in the singular or plural, depending upon the reference.
"Action" means any claim, suit, litigation, proceeding, labor dispute,
arbitration, mediation, or audit, or investigation by any Governmental Authority
at law or in equity.
"Affiliate" of a Person means any other Person who, directly or
indirectly, controls, is controlled by, or is under common control with, such
Person. The term "control" (including, with correlative meaning, the terms
"controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.
"Agreement" means this Stock Purchase Agreement, including the
Exhibits and Schedules and any amendments and supplements thereto, unless the
context requires otherwise.
"Assets" means all assets, real and personal, tangible and intangible
of ICTS.
"Books and Records" means all of ICTS's (i) books of account,
accounting records and other financial data and information relating to the
Business, (ii) all books and records relating to students, student enrollment,
Student SFA Programs, school courses, programs and requirements, (iii) business
reports and research and development information and plans and projections for
the Business and (iv) other documents, files, records, correspondence, and other
data and information, financial or otherwise, which are relevant to the
Business, including without limitation, all data and information stored
electronically or on computer related media reasonably available.
"Business" means the business of providing career vocational training.
"Buyer" is defined in the first paragraph of this Agreement.
"Closing" means the completion of the sale to, and purchase by, Buyer
of the ICTS Shares.
"Closing Date" means the date of this Agreement.
"Closing Document" means any document, instrument or certificate
delivered at or subsequent to the Closing as provided in, or pursuant to, this
Agreement.
"Consents" means all licenses, permits, franchises, approvals,
acknowledgements, registrations, authorizations, consents or orders of, or
filings with, any Governmental Authority (whether foreign, federal, state or
local), or accreditation or membership organization or any other Person,
necessary for the present conduct of the Business, or for the consummation of
the transactions contemplated by this Agreement or any Ancillary Agreement.
"Contract" means any agreement, contract, lease, note, loan, evidence
of indebtedness, purchase order, letter of credit, bond, personal guarantee,
undertaking, covenant not to compete, employment agreement, license, instrument,
obligation or commitment to which a Person is a party or beneficiary or by which
it is bound, whether oral or written.
"Damages" means all damages, claims, losses, liabilities and expenses
(including, without limitation, attorneys' fees and disbursements incurred in
investigating and preparing for any Action).
"Encumbrance" a security interest, mortgage, lien, pledge,
hypothecation, assignment, charge, trust or deemed trust (whether contractual,
statutory or otherwise arising), a voting trust or pooling agreement with
respect to securities, an adverse claim or any other right, option or claim of
others of any kind whatever affecting the ICTS Shares, any covenant or other
agreement, restriction or limitation on the transfer of any ICTS Shares, a
deposit by way of security and an easement, restrictive covenant, or title
reservation of any kind with respect to real property.
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"Facilities" means each premises and related facilities leased by
ICTS.
"Free Cash Flow" means net income after taxes and after adding back
depreciation and all other non-cash expenses or charges of ICTS for each fiscal
year of ICTS as determined in accordance with U. S. GAAP.
"Governmental Authority" means any government (foreign, federal, state
or local) or any other governmental agency, authority, body, instrumentality,
tribunal, or commission, council or other political subdivision of any kind
whatsoever.
"ICTS" is defined in the first paragraph of this Agreement.
"ICTS Shares" means the shares of capital stock of ICTS.
"Inventory" means all inventories of equipment, fixtures, personal
property, books and course study materials.
"Law" means any state, federal or local law (including the common
law), ordinance, rule, regulation, restriction, regulatory policy or guideline,
by-law (zoning or otherwise), or Order, or any consent, exemption, approval or
license of any Governmental Authority.
"Leased Premises" means the Facilities which are subject to real
property Leases.
"Leases" means the leases or agreements in the nature of a lease of
real property or Personal Property to which any ICTS is a party, whether as
lessor or lessee.
"Order" means any order (draft or otherwise), judgment, injunction,
decree, award or writ of any court, tribunal, arbitrator, Governmental
Authority, or other Person having jurisdiction.
"ordinary course" when used in relation to the conduct of the Business
means any transaction which constitutes an ordinary day-to-day business activity
of ICTS conducted in a commercially reasonable and businesslike manner
consistent with ICTS past practices.
"Organizational Documents" means the articles, certificate of
incorporation or equivalent pursuant to which a corporation is formed under its
jurisdiction of formation and the by-laws or equivalent of such corporation.
"Person" shall be broadly interpreted and includes an individual,
corporation, partnership, joint venture, trust, association, unincorporated
organization, any Governmental Authority or any other entity recognized by Law.
"Personal Property" means tangible personal property of every kind,
nature and description.
"Purchase Price" is defined in paragraph 2.1.
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"School" means a school that is owned or operated by ICTS.
"Seller" is defined in the first paragraph of this Agreement.
"SFA Program" means any Student Financial Aid Program.
"Taxes" means all federal, state, municipal and local, foreign or
other income, capital, real property, personal property, withholding, payroll,
employer health, transfer, sales, all other taxes of any kind for which ICTS may
have any liability imposed by any Governmental Authority, whether disputed or
not, and any assessments, charges, duties, fees, imposts, levies or other
governmental charges and interest, penalties or additions associated therewith.
1.2 Other Defined Terms. The following terms shall have the meanings
provided for in the Sections set forth below:
ARTICLE II
PURCHASE AND SALE; OTHER CONSIDERATION
2.1 Purchase and Sale
(a) In consideration of the payment to seller of one dollar ($1.00)
(Purchase Price), the Seller agrees that, at the Closing, it will sell, assign,
transfer and deliver to Buyer the ICTS Shares free and clear of any Encumbrance,
and Buyer agrees it will purchase the ICTS Shares.
(b) Seller also agrees:
(i) In the event that ICTS becomes a debtor in possession under
the US Bankruptcy Code, Seller will provide debtor in possession financing of
$100,000 to ICTS for working capital within three business days of ICTS becoming
a debtor in possession. As a part of a plan of reorganization pursuant to which
ICTS emerges from Bankruptcy, Buyer and Seller agree that Sellers $100,000
priority claim will be exchanged for the unconditional agreement of ICTS and
Buyer to pay Interboro Holding 33.3% of ICTS Free Cash Flow for each fiscal year
of ICTS beginning with the fiscal year commencing January 1, 2003 on or before
March 31 of the following year. (The Exchange) The calculation of Free Cash Flow
shall be based upon ICTS' audited financial statements. Each of Free Cash Flow
payment shall be accompanied by the financial statements to which such payment
relates. The financial statements shall be accompanied by a certificate of ICTS
chief financial officer showing the calculation in reasonable detail.
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(ii) Seller will reasonably assist Buyer in negotiating with
Xxxxxx Mae to prerelease funds for the students who are under contract with the
ICTS but have not yet completed class. Seller will provide administrative and
processing to support this task.
(iii) Seller will assist Buyer in the launching an educational
program in the Washington D.C. Metropolitan area similar to Interboro Institute
owned by seller, located in Yonkers New York pursuant to a separate agreement
the terms of which shall be negotiated by the parties in good faith.
2.2 Place of Closing. The closing shall take place at 00000 Xxxxx Xxxxx
Xxxxx, Xxxxx 00 Xxxxxx, XX 00000, or such other place as may be agreed upon by
Seller and Buyer.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as follows and acknowledges that
Buyer is relying upon these representations and warranties in entering into and
performing this Agreement:
3.1 ICTS Corporate Organization. ICTS is a corporation duly incorporated,
under the laws of the State of Delaware. ICTS has no subsidiaries or any equity
interest of any kind in any Person.
3.2 Capitalization; Other ICTS Interests. The authorized capital stock of
ICTS consists of 3,000,000 shares of common stock, $.01 stated value. All issued
and outstanding shares of ICTS are validly issued, fully paid and nonassessable
and are owned of record and beneficially solely by Seller. There are no
outstanding options, rights or contracts relating to the issuance, transfer of
or the creation or existence of any Encumbrance on any capital stock of ICTS.
3.3 Title. Seller represents and warrants that it has the complete and
unrestricted power to sell and deliver to Buyer, all right, title and interest
in and to, the ICTS Shares.
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3.4 Intentionally left blank.
3.5 Authorization; Binding Effect; No Conflict.
(a) The execution, delivery and performance of this Agreement has been
duly and validly authorized by all necessary action on the part of Seller.
Seller has the full undivided power and authority to enter into this Agreement
and to consummate the transactions contemplated herein. This Agreement has been
duly executed and delivered by Seller. This Agreement is the valid and binding
obligation of the Seller enforceable in accordance with its terms, except that
such enforcement may be subject to bankruptcy, insolvency, reorganization, or
other similar laws now or hereafter in effect relating to creditors' rights and
to general principles of equity.
(b) The execution, delivery and performance by Seller of this
Agreement does not violate the Organizational Documents of ICTS.
3.6 Consents. Seller will cooperate with Buyer after the closing to obtain
any consents necessary for the continued operation of any part of the business.
3.7 Financial Records. ICTS has delivered to Buyer financial records for
ICTS. These records are true and accurate to the knowledge of the Seller.
However no warranty or representation is made as to the records.
3.8 Taxes. ICTS has filed or will file all tax reports, and returns
required to be filed by it and has duly paid all taxes and other charges due or
claimed to be due from it by federal, state, local or other taxing authorities
as of September 30, 2002. There are no Tax liens upon any property or assets of
the ICTS except liens for current taxes not yet due. Seller hereby indemnifies
and agrees to hold and save harmless from and against all taxes liabilities and
liens. However, ICTS shall be responsible for all corporate taxes and accounts
payable after closing.
3.9 Assets. At the time of closing, Buyer is accepting the assets of ICTS,
Inc., as is with out any representation or warrantee. The assets may consist of
the following ("Assets"):
(a) all vehicles, machinery, furniture fixtures and equipment if
any;
(b) All inventories if any;
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(c) All rights under agreements, contracts with customers,
franchises and leases, all rights and claims under insurance policies (except
life insurance) and contracts, telephone numbers, and e-mail addresses and all
other property and rights of every kind and nature owned or held by the Company
on the date of Closing, without limitation if any;
(d) All rights in and to the name of "ICTS, Inc. if any;
(e) Accounts receivable as described in Exhibit B attached to this
Agreement;
(f) All minute books, stock records and corporate seals;
(g) All personnel records and other records that the Seller is
required by law to retain in its possession;
(h) All rights in connection with and assets of the employee
benefit plans retirement benefits) and such plan will be transferred to new
trustees;
(i) All data and records related to the operations of the Company,
including client and customer lists, referral sources, forms, plans, research
and development reports, production reports, service and warranty records,
equipment logs, operating guides and manuals, financial and accounting records,
creative materials, advertising materials, promotional materials, studies,
reports, correspondence and subject to any legal restrictions, copies of all
personnel records and other similar documents;
(j) All of the intangible rights and property of ICTS, Inc.
including intellectual property, going concern value, and goodwill if any;
(k) All claims of ICTS, Inc. against third parties relating to the
Company, whether xxxxxx or inchoate, known or unknown, contingent or non
contingent if any; and
(l) All rights of ICTS, Inc. relating to deposits and prepaid
expenses, claims for refunds and rights to offset in respect thereof.
3.10 Leases. Schedule 3.9 sets forth a complete and accurate list of the
Personal Property Leases.
3.11 Real Property Leases.
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(a) As of October 4, 2002, ICTS had real property leases for the
sites it operated in Alexandria and Hampton VA, Atlanta GA, and Baltimore MD.
ICTS is behind on rent payments in all of these facilities.
(b) As of October 4, 2002, all of the Leased Premises are fully
serviced to permit the Business to be operated. The facilities are currently
closed.
(c) To the knowledge of Seller and ICTS, each Leased Premises is
zoned to permit its current uses and the Facilities thereon comply in all
material respects with the by-laws and building codes of each municipality in
which they are situate; to the knowledge of Seller and ICTS, the Facilities are
located wholly within the boundaries of the Leased Premises on which they are
located and there are no material encroachments affecting any of the Leased
Premises which could adversely affect the ability of ICTS to carry on the
operations of the Business as they have been carried on in the past.
(d) ICTS has no outstanding application for a re-zoning of any
Leased Premises.
(e) Consent of the landlords will be required under the real
property Leases to continue to operate. It is understood that Buyer may relocate
some of the facilities to other sites.
3.12 Employees. Substantially all of the ICTS employees have been
terminated. Seller will cooperate with Buyer in contacting those employees that
Buyer wishes to hire.
3.13 Powers of Attorney and Suretyships. ICTS has no general or special
powers of attorney outstanding (whether as grantor or grantee thereof) or any
obligation or liability (whether actual, accrued, accruing, contingent or
otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or
otherwise in respect of the obligation of any Person or entity except as
endorser or maker of checks endorsed or made in the ordinary course of Business.
3.14 Illegal Payments. ICTS has not directly or indirectly, paid or
delivered any fee, commission or other sum of money or item or property, however
characterized, to any Person which is in any manner related to the Business and
which is, or may be with the passage of time or discovery, illegal under any
Law; and ICTS has not participated, directly or indirectly, in any boycotts or
other similar practices affecting any of its actual or potential students.
3.15 No Brokers. Neither Seller nor ICTS, or any officer, director,
employee or Affiliate of Seller or ICTS has employed or made any agreement with
any third party which obligates ICTS or any of its Affiliates to pay any
finder's fee, brokerage fees or commission or similar payment in connection with
the transactions contemplated hereby.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer and represents and warrant to Seller as follows and acknowledge that
Seller is relying upon such representations and warranties in entering into this
Agreement.
4.1 Organization, Etc. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of Delaware. Buyer has full power
and authority to carry on its business as it is now contemplated and to own the
properties and assets it now owns.
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4.2 Intentionally blank
4.3 Authorization; Binding Effect. Buyer has full corporate power and
authority to enter into this Agreement and each Ancillary Agreement to which it
is a party and to carry out the transactions contemplated hereby and thereby.
This Agreement is a valid and binding Agreement of Buyer enforceable in
accordance with its terms except that such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights and general principles of
equity.
4.4 No Violation. Buyer's execution and delivery of this Agreement will not
(i) violate the Organizational Documents of Buyer; (ii) violate any Laws or any
Order of any court or Governmental Authority.
ARTICLE V
COVENANTS
Seller and Buyer covenant and agree:
5.1 Access to Management and Records. From the date of this Agreement until
the Closing Date, Seller shall cause ICTS to grant officers, attorneys,
accountants and other authorized representatives of Buyer free and full access,
upon reasonable notice and during normal business hours, to all management
personnel, Assets and Books and Records of ICTS that are under its control, so
that Buyer may have full opportunity to make such investigation as it shall
desire to make of the management, Business, Assets and affairs of ICTS. Buyer
shall be permitted, at its own expense, to make abstracts from, or copies of,
all such Books and Records, subject to the obligations of confidentiality
contained in Article VII. Seller shall cause ICTS, and ICTS agrees, to furnish
to Buyer such financial and operating data and other information regarding ICTS
as Buyer shall reasonably request.
5.2 Notification. Seller or ICTS shall give prompt notice to Buyer and
Buyer shall give prompt notice to Seller of (i) the occurrence, or failure to
occur, of any event that becomes known to any of them which would be likely to
cause any of their respective representations or warranties contained in this
Agreement or in any Exhibit or any Schedule hereto, to be untrue or inaccurate
in any material respect and (ii) any material failure by a party to this
Agreement that becomes known to any of them to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it under
this Agreement or any Exhibit; provided, however, that such disclosure shall not
be deemed to cure any breach of a representation, warranty, covenant or
agreement or to satisfy any condition.
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5.3 Publicity. Buyer and Seller will consult with each other before making
any public announcements with respect to the transactions contemplated hereby,
and any public announcements shall be made only at such time and in such manner
as Seller agrees. Except that Seller shall be free to make such public
announcements as it shall reasonably deem necessary to comply to the applicable
Laws for publicly traded companies.
ARTICLE VI
ARBITRATION
6.1 Arbitration. Any dispute between the parties concerning any matter
arising under this Agreement shall be submitted to binding arbitration.
6.2 Location of Arbitration. Any arbitration hereunder shall be held at
Fairfax County Virginia, unless the parties otherwise agree.
6.3 Laws of Virginia. The law to be applied in connection with the
arbitration shall be the laws of the State of Virginia, excluding its conflict
of law rules.
6.4 Arbitration. The arbitration shall be before a single arbitrator. It
shall be a condition precedent to the bringing of any legal proceedings that are
contemplated by such rules that the parties will have concluded the arbitration
process as provided by such rules.
ARTICLE VII
CONFIDENTIALITY
7.1 Confidential Information. "Confidential Information" is any information
or documentation disclosed by a party hereto (the "Discloser") to another party
hereto (the "Recipient") at any time until the Closing Date with the exception
of the following, which are not considered Confidential information: (a)
information that is or becomes publicly available through no wrongful act of the
Recipient; (b) information obtained from third parties without a breach of any
other non-disclosure agreement; or (c) information that is independently
developed by such Recipient without reference to the Confidential Information.
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7.2 Use of Confidential Information. The Recipient agrees not to disclose
to any third party any Confidential Information received from the Discloser. The
Recipient agrees that the Confidential Information it receives from the
Discloser will be used solely among the parties involved with transactions
contemplated by this Agreement, and that it will keep the Confidential
Information in the strictest confidence; provided, however, that (i) the
Confidential Information may be disclosed to directors, officers, employees and
authorized representatives of each of the parties, any of whom need to know such
information for the purpose of consummating the transactions contemplated by
this Agreement (it being understood that such directors, officers, employees and
authorized representatives shall be informed of the confidential nature of the
Confidential Information and shall be directed to treat the Confidential
Information confidentially) and (ii) any of the Confidential Information may be
disclosed if required by legal process or by operation of applicable Law. If any
party is required by legal process or by operation of applicable Law to disclose
any Confidential Information, such party shall provide the Discloser with prompt
notice of such requirement so that the Discloser may seek an appropriate
protective order.
7.3 Return of Information. In the event of termination of this Agreement
pursuant to Section 11.1 hereof, all Confidential Information shall be promptly
returned to the Discloser thereof or the Recipient shall certify in writing as
to its destruction.
7.4 Survival. The obligations of the Parties under this Article shall
survive Closing.
ARTICLE VIII
MISCELLANEOUS
8.1 Entire Agreement; Amendments and Waivers. This Agreement, together with
all Exhibits and Schedules hereto and thereto, constitutes the entire Agreement
among the parties pertaining to the subject matter hereof and supersedes all
prior agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. No amendment, supplement, modification or waiver of
this Agreement shall be binding unless executed in writing by the party to be
bound thereby. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall any waiver constitute a continuing waiver unless
otherwise expressly provided therein.
8.2 Multiple Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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8.3 Expenses. Each party shall pay all expenses incurred by it in
connection with the negotiation, preparation, execution, delivery and
consummation of this Agreement.
8.4 No Third-Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended or shall be construed to confer upon or to give any Person,
other than the parties hereto and their respective successors or permitted
assigns any rights (including third party beneficiary rights), remedies,
obligations or liabilities under or by reason of this Agreement. This Agreement
shall not provide third parties with any remedy, claim, liability,
reimbursement, cause of action or other right in excess of those existing
without reference to the terms of this Agreement. Nothing in the Agreement shall
be construed as giving to any employee of ICTS, or any other individual any
right or entitlement under any Benefit Plan maintained by ICTS except as
expressly provided in benefit plan.
8.5 Survival. The representations and warrantees covenants and agreements
of the parties shall survive the closing until the less of the expiration of one
year or the date of the exchange
8.6 Invalidity. In the event that any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, then to the maximum extent permitted by
law, such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement.
8.7 Headings. The headings of the Articles and Sections herein are inserted
for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.
8.8 Burden and Benefit. This Agreement shall be binding upon and, to the
extent permitted in this Agreement, shall inure to the benefit of, the parties
and their respective successors and permitted assigns.
8.9 Notices. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall
be deemed to have been duly given when received if personally delivered; when
transmitted if transmitted by facsimile, receipt confirmed; the day after being
sent, if sent for next day delivery to an address in the United States by
recognized delivery service (e.g., Federal Express); and upon receipt, if sent
by certified or registered mail, return receipt requested. In each case notice
shall be sent to:
If to Seller:
Interboro Holding, Inc.
00 Xxxx Xxxxxx xxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000-0000
Attn: Dr. Xxxx XxXxxxx
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with a copy to :
Interboro Holding, Inc.
00 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx 00000-0000
Attn: Xxxxxxx X. X'Xxxxx, Esq.
If to Buyer: Digital Corporation
00000 Xx. Xxxxx Xxxxx
Xxxxx 00
Xxxxxx XX 00000
Att: Xxxx Xxxx
Chairman and Chief Executive Officer
or to such other persons or addresses as may be designated in writing by the
party to receive such notice.
8.10 Further Assurances. At any time and from time to time after the
Closing, at the request of any party, and without further consideration, the
other party or parties to whom or which such request is made shall promptly
execute and deliver such instruments of sale, transfer, conveyance, assignment
and confirmation, and take all such other action as the requesting party may
reasonably request, in order to fully effectuate the purposes and intent of this
Agreement.
8.11 Jointly Drafted Agreement. The parties acknowledge that each of them,
and their attorneys, have had the opportunity to draft and comment upon this
Agreement and have in fact done so, and that this Agreement is the joint
products of negotiation among them. The parties agree that in construing this
Agreement each term shall be given its ordinary meaning, waive application of
the doctrine of construction against the drafter, and acknowledge that for
purposes of construction of this Agreement they shall jointly be considered to
be the drafters of the Agreement of each term contained herein and therein.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the date and year first above written.
Interboro Holding Inc.
By: /s/ Dr. Xxxx XxXxxxx
-----------------------------------
Dr. Xxxx XxXxxxx
President
Digital Workforce Development Centers, Inc.
By: /s/ Xxxx Xxxx
----------------------------------
Xxxx Xxxx
Chairman and Chief Executive Officer
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