SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT, made and entered into as of this 17th day of
October, 1991 ("Agreement"), by and between J. XXXX XXXXX ("Seller") , being the
holder of all of the outstanding shares of capital stock of OPTICHEM
TECHNOLOGIES, INC., a North Carolina corporation ("Optichem"), and ENVIROMETRICS
DEVELOPMENT CO., INC., a South Carolina corporation ("Purchaser" or "EDC") .
WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to
purchase from Seller all of the shares of outstanding capital stock of Optichem,
being all the outstanding shares of all classes of common or preferred stock for
valuable consideration and upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises, payments, covenants and
agreements hereinafter stipulated to be made, kept and performed, it is mutually
understood and agreed by and between the parties as follows:
1. Sale and Purchase of Stock. Seller hereby agrees to sell to Purchaser
and Purchaser agrees to purchase from Seller all of the aforementioned shares of
voting and nonvoting common stock of Optichem and Purchaser shall pay Seller for
the shares of stock as provided in this Agreement.
2. Effective Date of Transfer. The stock transferred pursuant to this
Agreement shall be transferred effective the date of closing and upon receipt of
the stock certificates by purchaser, purchaser shall have all rights to vote the
stock and all dividend distribution and liquidation rights as a shareholder of
Optichem.
3. Purchase Price. The purchase price of the shares of stock shall be an
amount not to exceed one hundred thousand and no/100 ($100,000.00) dollars
payable on the terms and conditions set forth below.
4. Payment of Purchase Price. Purchaser will pay Seller the purchase price
in quarterly payments based on five percent (5%) of net sales of products sold
by Optichem, Purchaser or a Related Party of either (as that term is defined
herein) , which are developed or manufactured utilizing the technology licensed
pursuant to that certain License Agreement dated December 16, 1986 between
Optichem and Perfect View, Inc., a North Carolina corporation ("License
Agreement"). It is understood by all parties that Optichem will be the sole
manufacturer of the products. The quarterly payments from Purchaser to Seller
shall be made within thirty (30) days of the end of each calendar quarter based
on the net sales of that quarter. For example, the first payment pursuant to
this Section will be made no later than July 30, 1992, based on the sales for
the calendar quarter ending June 30, 1992. Payments will only be made, and
Purchaser will only be obligated to make payments as long as Optichem, Purchaser
or a Related Party of either is selling the product. If for any reason such
sales cease, the quarterly payments will also cease and Purchaser will not be
obligated to make any further payments unless and until sales by Optichem,
Purchaser or a Related Party of either resume. For purposes of this Section,
sales shall include sales by Purchaser, Optichem or any party who is a "Related
Person" to Purchaser or Optichem within the meaning of Section 267 of the
Internal Revenue Code of 1986, as amended (collectively "Related Party") . Net
sales shall be defined as gross sales of Purchaser, Optichem or a Related Party
to its third-party customers, less any discounts, allowances, or returns.
5. Access to Sales Records. With the quarterly payment, Purchaser will
provide the necessary financial information to Seller and Seller shall have the
right to inspect the sales records of Optichem, Purchaser or any Related Party,
upon reasonable notice to Purchaser, to evidence the amount of the quarterly
payment. In the event Seller disputes the amount of the quarterly payment and
the parties are unable to resolve the dispute themselves, the Seller and
Purchaser mutually agree and understand that the accounting firm of McGladrey &
Xxxxxx will perform an audit of all net sales by Purchaser for the monitors
discussed herein and the results will determine the quarterly payment. In the
event the accounting firm is retained, the expenses will be shared equally
between the Seller and Purchaser and Purchaser may deduct Seller's portion of
the expenses from the quarterly payment.
6. Transfer of Shares. Upon execution of this Agreement, Seller shall
deliver, assign and transfer all share certificates representing outstanding
shares of common stock in Optichem, said certificates being duly endorsed
without restriction or encumbrance to Purchaser. With delivery of the share
certificates, Seller shall also deliver to Purchaser all corporate records,
minutes, resolution, and financial statements.
7. Representations and Warranties of Seller. Seller hereby represents,
warrants, covenants and agrees that:
(a) Optichem is a corporation duly organized and existing and in good
standing under the laws of the State of North Carolina.
(b) The entire authorized capital stock of Optichem consists of 80,000
shares of Class A voting Common Stock and 20,000 shares of Class B nonvoting
Common Stock, both with a par value of $1.00 per share;
(c) all financial statements, whether audited or unaudited, lists of assets
and liabilities and all corporate records and other documents previously
delivered to EDC by Seller, (i) are true, correct and complete in all material
respects and (ii) fairly present the financial condition of Optichem on such
balance sheet dates and the results of the operations of Optichem for the
periods covered by such statements. The charges, accruals, and reserves on
Optichem's books in respect of taxes for all periods to date are, in the opinion
of Seller, adequate, and they do not anticipate any additional assessments for
any of such periods.
(d) Except as otherwise disclosed in Exhibit A (which shall be prepared and
dated as of the Closing Date, notwithstanding the date of this Agreement);
Optichem has no liabilities, contingent or otherwise and is not in default under
any contracts, including loan agreement provisions; it has no material
obligation or liability, contingent, anticipated or otherwise; no claims for
federal or state taxes are pending against it and it has no obligation or
liability for federal or state taxes; and Optichem is not a party in any
litigation or administrative proceeding which would adversely affect its
financial condition or its operations, nor is any such litigation or proceeding
threatened.
(e) Optichem is a Subchapter S corporation for federal income tax purposes
and no events have occurred and no actions have been taken that would terminate
its S corporation status prior to the closing hereunder; and that Optichem and
its shareholders will maintain the S corporation status of Optichem until the
closing. Seller agrees to execute and to cause Optichem to execute an Election
to Close Books Upon S Corporation Termination and Consent of Shareholders, in
the form attached hereto as Exhibit B, with respect to the termination of the S
corporation status of Optichem that will be caused by the purchase of its stock
by Purchaser. Seller agree to pay all federal and state income taxes relating to
the operations of Optichem for the period from January 1, 1989 to the closing
hereunder, and shall indemnify and hold harmless EDC from and against any tax
liability attributable to the operations of Optichem prior to the date of
closing.
(f) Optichem has such valid franchises, licenses and/or permits, free from
unreasonably burdensome restrictions, as are necessary to carry on its business
as the same is being conducted and to own or hold the properties or assets
owned, held or operated by it.
(g) Seller is the owner of record of all of the outstanding capital stock
of Optichem, have full right to sell said stock, and upon sale and transfer
thereof to EDC pursuant hereto and payment of the purchase price therefor, EDC
shall acquire good title to said stock free and clear of all restrictions,
liens, encumbrances and other adverse claims.
(h) Except as disclosed in writing to EDC prior to the date of closing,
Optichem has no long-term agreements with either individuals or corporations,
leases, employment agreements, deferred compensation plans, pension plans or
profit-sharing plans.
(i) Seller represents that there are no outstanding unresolved discussions
or negotiations with or offers from or contracts with any other company or
person for the purchase or acquisition of securities or assets of Optichem.
(j) This Agreement constitutes a valid and legally binding obligation of
Seller enforceable in accordance with its terms.
(k) Seller and/or Optichem, as of the date of this Agreement, have not
taken any action or executed any documents which would negate the potential
validity and enforceability of the License Agreement held by Optichem and
described in this Agreement. Seller further agrees not to take any action or
cause any action to be taken which would affect the validity or enforceability
of the License Agreement and agrees to cooperate fully with Purchaser and/or
Optichem in the defense of any claim or action affecting the validity or
enforceability of the License Agreement. Purchaser will reimburse Seller for
reasonable costs and expenses incurred in cooperating with Purchaser/Optichem in
the defense of any litigation. Notwithstanding the foregoing, Seller makes no
representation or warranty as to the validity or enforceability of the License
Agreement.
8. Representations and Warranties of Purchaser. Purchaser hereby represents
and warrants that:
(a) EDC is a corporation duly organized and existing and in good standing
under the laws of the State of South Carolina and has full corporate power and
authority to acquire the capital stock of Optichem as herein contemplated.
(b) This Agreement constitutes a valid and legally binding obligation of
EDC enforceable in accordance with its terms, and approved by the Board of
Directors of EDC prior to the closing, as evidenced by the Corporate Resolution
attached as Exhibit C and incorporated herein by reference.
(c) Purchaser understands that the stock purchased pursuant to this
Agreement is being purchased for investment only and Purchaser understands that
the stock is an unregistered security under federal and state law.
9. Continuing Nature of Representations and Warranties It is understood and
agreed that the representations, warranties, covenants and agreements of Seller
and EDC contained herein shall survive the closing of the purchase and sale of
capital stock of Optichem and continue to be binding.
10. Indemnification by Seller. Seller hereby agrees to indemnify and hold
Optichem and Purchaser harmless from any and all liabilities, costs and
expenses, including reasonable attorney fees, paid by Purchaser or Optichem as a
result of the operations of Optichem prior to the closing of this Agreement and
the transfer of stock, or as a result of a breach by Seller of any provisions of
this Agreement. In the event Purchaser or Optichem incur any liability, cost or
expense pursuant to this Section, the Purchaser shall have the option of seeking
immediate recovery from Seller, deducting any liability, cost or expenses
incurred from the quarterly payments due under this Agreement; provided,
however, Seller shall have no obligation to indemnify Optichem or Purchaser for
any claim, damage, or loss arising out of or associated with the defense or
validity of the licensed technology and License Agreement.
11. Inspection of Records by Purchaser. Prior to the closing hereunder,
Seller will cause Optichem to permit EDC and its representatives to visit, at
EDC's expense, any of the property of Optichem, to inspect its books, records
and accounts and to discuss its affairs and finances with its officers at such
reasonable times as EDC may desire and will cause Optichem to furnish to EDC
such corporate records of Optichem and other documents as EDC may from time to
time reasonably request, provided, however, that any furnishing of such
information to EDC and any investigation by EDC shall not affect EDC's right to
rely on the representations and warranties made by Seller hereinabove.
12. Obligation to Close. The obligation to consummate the transaction
contemplated herein is subject to the fulfillment, on or before the date of the
closing, of the following conditions:
(a) all representations and warranties made by EDC herein shall be true and
correct at the time of the closing as if made again on and as of said date;
(b) EDC shall have performed and complied with all covenants, agreements
and conditions required by this Agreement to be performed and complied with by
it prior to or at the closing;
(c) all representations and warranties made by Seller herein shall be true
and correct at the time of the closing as if made again on and as of said date;
(d) Seller shall have performed and complied with all covenants, agreements
and conditions required by this Agreement to be performed and complied with by
them prior to or at the closing.
13. Continuation of Business. Until the closing, Seller agrees to cause the
business of Optichem to be conducted only in the ordinary course and on a basis
consistent with past practices. Seller will not cause Optichem, without EDC's
written consent, to (i) declare or pay any dividend on any outstanding shares of
its capital stock (other than regular cash dividends declared on a basis
consistent with past practices) or acquire any such shares, Or declare or make
any other payments or distributions of assets to its shareholders, except
payment of compensation for services rendered consistent with past practices or
(ii) issue shares of its capital stock or options to purchase any thereof,
purchase or redeem any outstanding shares of its capital stock, or amend its
Articles of Incorporation in any way.
14. Closing. The closing shall take place at the offices of Optichem, or at
such other place or date as the parties may agree, by April 15, 1992, or within
five (5) business days following receipt of all necessary consents or approvals
and completion of satisfactory due diligence reviews by Purchaser. At the
closing Seller shall deliver to EDC:
(a) certificates representing all outstanding shares of capital stock of
Optichem duly endorsed and in proper form for transfer to EDC;
(b) the written resignation of all Directors of Optichem;
(c) a certificate confirming that all representations and warranties made
by Seller herein remain true and correct at the time of the closing as if made
again on and as of said date, and confirming further that Seller have performed
and complied with all covenants, agreements and conditions required by this
Agreement to be performed and complied with by them prior to or at the closing;
and
(d) all share certificates and corporate records of Optichem, specifically
including but not limited to the original License Agreement between Optichem and
Perfect View, Inc. dated December 16, 1986.
EDC shall deliver to Seller at the closing:
(a) a certified copy of the resolutions adopted by the Board of Directors
of EDC authorizing this Agreement and the consummation of the transaction herein
contemplated; and
(b) a certificate from an executive officer of EDC confirming that all
representations and warranties made by EDC herein remain true and correct at the
time of the closing as if made again on and as of said date, and confirming
further that EDC has performed and complied with all covenants, agreements and
conditions required by this Agreement to be performed and complied with by it
prior to or at the closing.
In the event that the closing does not take place in person at one
location, Seller agrees to execute all documents and provide the original
agreements, exhibits, certificates, corporate records, and stock certificates to
Purchaser, to be held in escrow by Xxxxxxxx, XxXxxxxx & Xxxxx, P.C. at 0000 Xxxx
Xxxxxx, Xxxxxxxx, Xxxxx Xxxxxxxx, until Purchaser has executed all documents and
provided a fully executed original agreement and all exhibits and necessary
certificates to Seller.
15. No Brokers. EDC and the Seller represent and warrant to each other that
no broker has been employed in connection with the sale contemplated by this
Agreement and the Seller agrees to indemnify the Purchaser and the Purchaser
agrees to indemnify the Seller against all loss, cost, damage or expense,
including reasonable attorney's fees, arising out of or resulting from a
judicially valid claim based upon employment by the other of a broker.
16. Notices. All notices, requests, demands, and other communications
hereunder shall be in writing, and shall be deemed to have been duly given if
delivered or mailed first class postage prepaid, if to
Seller:
J. Xxxx Xxxxx
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
With a Copy to:
Xxxx X. Xxxxxx, Esquire Xxxxxx, Xxxxxxxx
Post office Xxx 000000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Purchaser:
Xxxxxx X. Xxxx, Secretary
Envirometrics Development Co., Inc
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxxxx, Xxxxx Xxxxxxxx, 00000
With a Copy to:
R. Xxxxxxx Xxxxxxx, Xx., Esquire Xxxxxxxx, XxXxxxxx & Xxxxx, P.C.
Xxxx Xxxxxx Xxx 000
Xxxxxxxx, Xxxxx Xxxxxxxx, 00000
17. Entire Agreement. This Agreement is the consummation of all
negotiations between Seller and Purchaser or any related entities and
constitutes the entire contract between EDC and the Seller and no warranties and
representations have been made by either which are not contained herein.
18. Modification of Agreement. This Agreement may not be changed or
modified except by a similar instrument in writing executed by EDC and the
Seller.
19. Counterparts to Agreement. This Agreement may be executed in
counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts shall together constitute but one and the same instrument.
20. Binding Effect. This Agreement shall be binding on and inure to the
benefit of Seller, their heirs-at-law, legatees, distributees, executors,
administrators and other legal representatives, and shall be binding on and
inure to the benefit of EDC, its successors and assigns.
IN WITNESS WHEREOF, the parties hereto have herein respectively executed
this Agreement.
ENVIROMETRICS DEVELOPMENT CO., INC
By: R. Xxxxxxx Xxxxxx
Its: President
ATTEST
_____________________________________
Xxxxxx X. Xxxx, Secretary
(Affix Corporate Seal) J. XXXX XXXXX
________________________
EXHIBIT A
TO
SHARE PURCHASE AGREE
ENTERED INTO AS OF OCTOBER 17, 1991
DISCLOSURE OF LIABILITIES
To the actual knowledge of Seller, the following items represent all of the
outstanding obligations and liabilities of Optichem Technologies, Inc.
("Optichem") as of April 15, 1992:
1. All obligations and duties under the License Agreement, dated December
16, 1986, by and between Optichem and Perfect View, Inc.
2. All claims and liabilities, actual and contingent, asserted by
Sensidyne, Inc. as described in that certain letter dated April 3, 1992, from
Sensidyne, Inc. to Optichem.
3. All liens, encumbrances and liabilities associated with the outstanding
obligations of Optichem under that certain Promissory Note to the Town of
Morrisville, North Carolina with a balance in the amount of Thirty Seven
Thousand Seven Hundred Forty-six and 26/100 Dollars ($37,746.26) as of June 30,
1992.
Exhibit B to
Purchase Agreement entered into as of
October 17, 1991
ELECTION TO CLOSE BOOKS UPON S CORPORATION TERMINATION
Optichem Technologies, Inc. (the "Corporation"), with the consent of all
the shareholders of the Corporation during the short S year and all the
shareholders of the Corporation on the first day of the short C year, elects
under Section 1362 (e) (3) of the Internal Revenue Code of 1986, as amended (the
"Code"), not to have the pro rata allocation of S corporation items under Code
Section 1362 (e) (2) apply to the S termination year ending #I 19 9 2. The date
of termination of the Corporation's S termination was the purchase of its stock
by a C corporation.
Date: Optichem Technologies, Inc.
By:
Its:
CONSENT OF SHAREHOLDERS
The undersigned, being all the shareholders owning any stock of the
Corporation during the short S year and all the shareholders owning stock on the
first day of the short C year, hereby consent to the above election by the
Corporation under Code Section 1362 (e) (3) not to apply the rules under Code
Section 1362(e)(2) to the S termination year ending 1992. The date of
termination of the Corporation's S corporation status was , 1992
Date:
J. Xxxx Xxxxx
Identification No. 24062-4052
Date:
Envirometrics Development, Co., Inc.
By:
Its:
EXHIBIT C
CORPORATE RESOLUTION OF ENVIROMETRICS DEVELOPMENT CO., INC.
DATED APRIL 13, 1992
BE IT RESOLVED that pursuant to a meeting of the Board of Directors of
Envirometrics Development Co., Inc. (the "Corporation") that the Board of
Directors unanimously authorized the Corporation to enter into a Share Purchase
Agreement to purchase all outstanding shares of stock in Optichem Technologies,
Inc., a North Carolina corporation, pursuant to the terms and conditions of the
Share Purchase Agreement between the parties dated October 17, 1991.
FURTHER BE IT RESOLVED that R. Xxxxxxx Xxxxxxx, as President, and Xxxxxx X.
Xxxx, a Secretary, are authorized to execute the Share Purchase Agreement and
any and all other documents related thereto.
This Resolution adopted this 13th day of April, 1992.
ENVIROMETRICS
DEVELOPMENT CO, INC. By: R. Xxxxxxx Xxxxxxx
Its: Chairman, Board of Directors
ATTEST:
Xxxxxx X. Xxxx, Secretary
(Affix Corporate Seal)
CLOSING AGREEMENT
THIS CLOSING AGREEMENT is made, entered into and effective this 16th day of
April, 1992, by and between OPTICHEM TECHNOLOGIES, INC. ("OPTICHEM") , a North
Carolina corporation, ENVIROMETRICS DEVELOPMENT CO., INC. ("PURCHASER"), a South
Carolina Corporation; and J. XXXX XXXXX ("SELLER").
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants made hereunder, and other good and valuable consideration received by
each party hereto, the sufficiency and receipt of which is acknowledged by all
such parties, the parties hereto agree as follows:
1. DISCLOSURE OF ALL MATERIAL, INFORMATION. PURCHASER acknowledges that,
all information (financial or otherwise) necessary for PURCHASER to reach a
decision to purchase the stock of SELLER under the terms and on the conditions
of that certain Share Purchase Agreement, dated October 17, 1991 by and between
PURCHASER and SELLER, has been provided to and examined by PURCHASER. PURCHASER
further understands that third parties (other than SELLER) have disputed and
challenged the enforceability and validity of the License Agreement, dated
December 16, 1986, between OPTICHEM and Perfect View, Inc. (the 'License
Agreement") and the right of Licensor to grant the license. Such claims if
valid, will prevent OPTICHEM or any other party, from manufacturing,
distributing and selling any product utilizing the licensed technology pursuant
to the License Agreement. PURCHASER specifically acknowledges that, pursuant to
a letter dated April 3, 1992, Sensidyne, Inc. has claimed that:
(i) it holds all rights and interests to the patents issued on the
application referenced in the License Agreement; and
(ii) the License Agreement is, among other reasons, unenforceable and
invalid due to the Licensor, Perfect View, Inc., having no rights and interests
in the underlying patents, that the License Agreement has expired by its express
terms and that the License is nontransferable, directly or indirectly, to any
party.
Sensidyne has threatened to pursue all available remedies against SELLER
and any other party, including PURCHASER, and in likely to commence litigation
it necessary to defend its position.
2. IDEMNIFICATION OF SELLER BY PURCHASER. PURCHASER hereby assumes full
responsibility for the discharge and satisfaction of all claims, costs, losses,
damages, penalties, fines and expenses that PURCHASER or OPTICHEM may incur in
connection with the above matters. PURCHASER further agrees to defend (with
counsel reasonably satisfactory to SELLER) , hold harmless and indemnify SELLER
from any and all claims, costs, losses, damages, penalties, fines, and expenses
including reasonable attorneys, fees of SELLER, resulting Or arising from (1)
any of the matters in paragraph I above; (2) the defense enforceability, or
validity of the licensed technology or License Agreement; and (3) the operations
of Optichem on and after the closing of this transaction which were not a result
of the breach of any provision of this Agreement or the Share Purchase Agreement
executed concurrently herewith and incorporated herein by reference. SELLER
acknowledges that PURCHASER shall have control and authority over any litigation
in which PURCHASER defends SELLER and the costs associated therewith, and
PURCHASER will use its best efforts to obtain counsel for SELLER which is
reasonably satisfactory to SELLER, however, in the event that a mutually agreed
upon counsel cannot be chosen, SELLER has the option of obtaining individual
counsel but will be responsible for all fees and costs associated with said
independent counsel.
3. INDEMNIFICATION OF PURCHASER BY SELLER. The outstanding debt of OPTICHEM
to the Town of Morrisville, North Carolina in the amount of Thirty Seven
Thousand Seven Hundred Forty-Six and 26/100 Dollars ($37,746.26), which matures
on June. 30, 1992, shall be the responsibility of SELLER. In addition to any
obligation of SELLER to indemnify PURCHASER under the Share Purchaser Agreement,
SELLER hereby agrees to indemnify and hold harmless PURCHASER and OPTICHEM from
and against such liability in accordance with Section 9 of the Share Purchase
Agreement.
PURCHASER: ENVIROMETRICS DEVELOPMENT CO. INC.
BY:
ATTEST:
(Asst.) Secretary
[CORPORATE SEAL]
SELLER:
J. XXXX XXXXX
SELLER'S CERTIFICATE OF
AFFIRMATION OF REPRESENTATIONS AND WARRANTIES
Pursuant to Share Purchase Agreement ("AGREEMENT") by and between
ENVIROMETRICS DEVELOPMENT Co., INC. ("PURCHASER") ; OPTICHEM TECHNOLOGIES, INC.
("SELLER) ; SELLER hereby represents, warrants and certifies that:
All of the representations, warranties and covenants made by SELLER in the
AGREEMENT are true and correct on April 16, 1992 (the "CLOSING DATE,,) and all
of the terms and conditions of the AGREEMENT to be complied with and performed
by SELLER on or prior to the CLOSING DATE have been timely complied with and
performed.
SELLER:
J. Xxxx Xxxxx, Seller
PURCHASER'S CERTIFICATE OF
AFFIRMATION OF REPRESENTATIONS AND WARRANTIES
Pursuant to Share Purchase Agreement ("AGREEMENT") by and between
ENVIROMETRICS DEVELOPMENT CO., INC. ("PURCHASER") and OPTICHEM TECHNOLOGIES,
INC. ("SELLER") ; PURCHASER hereby represents, warrants and certifies that:
All of the representations, warranties and covenants made by PURCHASER in
the AGREEMENT are true and correct on April 16, 1992 ("CLOSING DATE") and all of
the terms and conditions of the AGREEMENT to be complied with and performed by
PURCHASER on or prior to the CLOSING DATE have been timely complied with and
performed.
PURCHASER: ENVIROMETRICS DEVELOPMENT CO., INC
By:
Its President
April 16, 1992
Optichem Technologies, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Gentlemen:
The undersigned as sole director of Optichem Technologies, Inc. does hereby
tender his resignation as Director of the Corporation. The undersigned further
represents that all existing officers have tendered their resignations and that
said resignations have been approved and accepted.
J. Xxxx Xxxxx
Sole Director
OPTICHEM TECHNOLOGIES, INC.
HEREBY ACCEPTED
By:
