EXHIBIT 10.17
PLEDGE AND SECURITY AGREEMENT
PLEDGE AND SECURITY AGREEMENT, dated as of March 19, 2001, by
Finger Lakes Technology Corp., a Florida corporation (the
"Corporation"), and each of the individuals and other entities
named on the signature pages hereof (the "Shareholders" and,
together with the Corporation, collectively the "Pledgor") in
favor of Voicenet, Inc., a Delaware corporation (the "Lender").
W I T N E S S E T H:
WHEREAS, the Corporation and certain of the Shareholders identified on
the signature pages hereof own all of the issued and outstanding membership
units of XXX.XXX, L.L.C., a Florida limited liability corporation (the
"Company");
WHEREAS, the remaining Shareholders own all of the issued and
outstanding capital stock of the Corporation;
WHEREAS, the Shareholders, the Corporation, the Company and the Lender
are parties to a Letter of Intent of even date herewith (the "Letter of
Intent"), which Letter of Intent contemplates the making of a loan to the
Company by the Lender in the principal amount of $250,000 on the date hereof
(the "Loan");
WHEREAS, the Shareholders and the Corporation are financially
interested in the Company and will receive direct and indirect benefits from the
Loan ; and
WHEREAS, the execution of this Agreement is a condition to the
consummation of the Loan.
NOW THEREFORE, the parties agree as follows:
Section 1. Pledge.
(a) As security for the due and punctual payment of the Obligations
(as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns,
transfers, sets over and delivers unto the Lender, and hereby grants to the
Lender a security interest in:
(i) all of Pledgor's right, title and interest in and to __% of
the equity interests (or membership units) in the Company, together with __% of
all rights, benefits and privileges of Pledgor under the Operating Agreement of
the Company hereto, as amended from time to time (the "Operating Agreement") in
respect thereof , including __% of all equity interests of the Company from time
to time acquired by the Pledgor in any manner, and the certificates (if any )
representing such additional equity interests (the "Pledged Interests");
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(ii) all of Pledgor's right, title and interest in and to __% of
the capital stock of the Corporation owned by Pledgor, together with all rights,
benefits and privileges of Pledgor in respect thereof (the "Pledged
Stock"); and
(iii) all of Pledgor's interests in and to and right to receive
in respect of the Pledged Interests and Pledged Stock (a) all distributions of
income, cash, cash flow, revenues, issues, profits, surplus and assets of and by
the Company and the Corporation; (b) all fees and payments payable by the
Company to the Pledgor; and (c) all allocations of distributive items (it being
understood that the Lender and its successors and assigns shall not be liable
for any of the Company's losses or the Pledgor's interest in any such losses)
referred to in the Internal Revenue Code of 1986, as amended, allocable to the
Pledgor, together with the proceeds of every sort and variety accruing or owing
to, or to be turned over to, or disbursed to, Pledgor in connection therewith
and all cash, securities, interests, and other property at any time and from
time to time received and receivable or otherwise distributed in respect of or
in exchange for any thereof, whether presently in existence or hereafter
acquired, wherever located (the "Pledged Proceeds" and together
with the Pledged Interests and Pledged Stock, collectively referred to as the
"Pledged Collateral").
(b) This Agreement secures the payment and performance of all
obligations of the Pledge to the Lender pursuant to the guaranty whenever and
however arising, whether direct or indirect, absolute or contingent and whether
the same may now be or hereafter become due from the Pledgor (or any of them),
or the executors, administrators, successors or assigns of the Pledgor,
including the cost of protest and all legal expenses of or for collection,
including reasonable attorney's fees (collectively, the "Obligations"). Without
limiting the generality of the foregoing, this Agreement secures the payment of
all amounts which constitute part of the Obligations and would be owed by the
Pledgor (or any of them) to the Lender but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving any Pledgor or the Company (or
any of them).
Section 2. Representations and Warranties. Pledgor hereby
represents and warrants, as of the date hereof and for so long as there exists
any outstanding Obligations, that (a) the Corporation and/or the individuals or
other entity comprising the Pledgor is the sole member and Managing Member of
the Company ; (b) Pledgor is the legal and equitable owner of the Pledged
Proceeds, Pledged Stock and Pledged Interests free and clear of all Liens of
every kind and nature; (c) Pledgor has good right and lawful authority to
pledge, transfer, assign and grant a security interest in the Pledged Proceeds,
Pledged Stock and the Pledged Interests in the manner hereby done or
contemplated; (d) this Agreement, creates a valid, first priority security
interest in favor of the Lender in all of the Pledged Collateral; (e) there are
no actions or proceedings pending or threatened against or affecting the Pledgor
or the Company before any Governmental Authority or arbitrator which if
determined adversely to the Pledgor or the Company would have a Material Adverse
Effect; (f) no consent or approval of any person, entity, governmental body or
regulatory authority, or of any securities exchange, is necessary to the
validity of
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the rights created hereunder; (g) the execution and delivery by Pledgor of, and
performance of its obligations under, this Agreement does not contravene any law
or any contractual restriction binding upon Pledgor, will not result in Pledgor
being in default under any provision of any of the Operating Agreements, or of
any credit or other agreement to which the Pledgor, Pledged Stock or the Company
is a party, and does not result in or require the creation of any Lien (other
than of the Lender) upon any of the Pledged Proceeds or Pledged Interests; (h)
this Agreement constitutes the legal, valid and binding obligation of the
Pledgor and is enforceable against the Pledgor in accordance with its terms; (i)
the Company has been duly formed and is validly existing under the laws of the
State of Florida, and the Company is not in default of the terms of any
Operating Agreement, and the Corporation is a duly organized and validly
existing corporation under the laws of the State of Florida; (j) the Pledgor has
not assigned, pledged or granted a security interest in, or otherwise
encumbered, any of its right, title or interest in, to or under any of the
Pledged Proceeds , the Pledged Stock or Pledged Interests to or in favor of any
person or entity other than the Lender, and no person has asserted any claim,
colorable or otherwise, to any ownership, equitable or beneficial therein; (k)
Pledgor shall warrant, preserve, maintain and defend, at its sole expense, the
right, title and security interest of the Lender in and to the Pledged
Collateral against the claims and demands of all persons whomsoever; (l) the
rights and interests in the Pledged Collateral being assigned hereunder
constitute valid and subsisting rights and interests in the Company and the
Corporation; (m) Pledgor has received no notice that it is in default of any
material contractual or other obligations; and (n) neither Pledgor, the
Corporation nor the Company is the subject of any proceeding which would result
in its dissolution, by operation of law or otherwise, and there are no facts or
circumstances which exist which, with the passage of time or giving of notice,
would result in the dissolution of Pledgor the Corporation or the Company; (o)
Pledgor has not agreed, whether in writing or otherwise, to sell, convey,
transfer, alienate, assign, pledge, hypothecate, grant a security interest in or
encumber its interest in any of the Pledged Proceeds or Pledged Interests, other
than the pledge and security interest created hereunder; (p) the address of its
chief executive office and its principal place business is set forth on the
signature page to the Guaranty Agreement; (q) none of the Pledged Interests are
evidenced or represented by certificates or other instruments or documents; (r)
the Company and the Corporation each has not opted into Revised Article 8 of the
Uniform Commercial Code of any state and none of the Pledged Collateral is held
in a brokerage account or a similar securities account; and (s) the Pledged
Interests constitute all of the issued and outstanding equity interests and
voting interests of the Company indicated on Schedule I.
Section 3. Right to Payments. So long as no Event of Default (as
hereinafter defined) shall have occurred and be continuing, Pledgor shall be
entitled to receive and retain any and all Pledged Proceeds, except
distributions in connection with the redemption, liquidation or termination of
the Pledged Interests or any part thereof. Upon the occurrence and continuance
of an Event of Default, all rights of Pledgor to receive payments of Pledged
Proceeds shall automatically cease and all such rights shall thereupon become
vested in the Lender, which shall have the sole and exclusive right and
authority to receive and retain the payments of Pledged Proceeds. Any and all
money and other property paid over to or received by the Lender pursuant to the
provisions of this Section 3
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shall be retained by the Lender as additional collateral hereunder and be
applied in accordance with the provisions hereof.
Section 4. Voting Rights and Member Consents. So long as no
Event of Default shall have occurred and be continuing, the Pledgor shall be
entitled to exercise any and all voting rights and rights of consent pertaining
to the Pledged Stock or which are appurtenant to the Pledged Interests as
provided under the Operating Agreement, to the extent the subject matter for
which such vote or consent is to be exercised does not relate to any material
modification or amendment to the terms of the Operating Agreement, or which
otherwise amend or modify the current manner in which income, cash flow, profits
or losses are distributed or are allocated to and among the members of the
Company or restrict or limit the parties' rights of redemption of units of
Pledged Interests under any Operating Agreement, or relate to the dissolution or
termination of the Company or sale of all, or substantially all, of any of the
Company's assets.
Section 5. Remedies Upon Default. Upon the occurrence and
continuance of an Event of Default, all rights of the Pledgor to exercise the
voting rights and rights of consent as provided in Section 4 above, and his
rights to receive distributions of Pledged Proceeds as provided in Section 3
hereof shall cease, and the Lender shall be entitled to exercise any and all
rights of Pledgor pertaining to the Pledged Stock or which are appurtenant to
the Pledged Interests, or as a member, under the Operating Agreement, and the
Pledgor, the Pledged Stock agrees that the Lender shall incur no liability in
connection with the exercise thereof, and shall hold harmless and indemnify the
Lender of and from any claims or liabilities relating thereto.
Furthermore, in addition to exercising any rights and remedies of a
secured party under the Uniform Commercial Code in effect in the State of
Connecticut, the Lender may without being required to give any notice to
Pledgor:
(a) apply the cash (if any) then held by it as collateral hereunder
to the payment of any and all amounts owing pursuant to or under the terms of
any of the Obligations;
(b) receive and retain all payments and all other distributions of
Pledged Proceeds, including the proceeds of any redemption of units of Pledged
Interests exercised under subparagraph (d) hereof, payable to Pledgor, and
immediately following notice to the Company of such Event of Default, the
Company hereby is directed and empowered to make any and all payments or
distributions of whatsoever nature which would otherwise be forthcoming to
Pledgor directly to the Lender and to accept receipts, releases, agreements or
other instruments executed by the Lender with the same force and effect as
though executed by Pledgor and without notice to Pledgor;
(c) if there shall be no such cash, payments and/or distributions of
Pledged Proceeds so applied or, if the cash, payments and distributions so
applied shall be insufficient to pay immediately all of the Obligations in full,
sell the Pledged Collateral, or any part thereof, at any public or private sale
or at any broker's board or on any securities exchange, for cash, upon credit or
for future delivery, as the Lender shall deem
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appropriate. Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of Pledgor and Pledgor
hereby waives (to the extent permitted by law) all rights of redemption, stay
and/or appraisal which they now have or may at any time in the future have under
any rule of law or statute now existing or hereafter enacted. The Lender shall
give Pledgor ten (10) days' written notice by registered or certified mail
(which Pledgor agree is reasonable notification within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in Connecticut) of the
Lender's intention to make any such public or private sale, which notice shall
state the time and place of any public sale, or the time after which any private
sale or other intended disposition is to be made. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or
places as the Lender may fix and shall state in the notice of publication (if
any) of such sale. At any such sale, the Pledged Collateral, or portion thereof
to be sold, may be sold as an entirety or separately, as the Lender may (in its
sole and absolute discretion) determine. The Lender shall not be obligated to
make any sale of the Pledged Collateral if it shall determine not to do so,
regardless of the fact that a notice of sale of the Pledged Collateral may have
been given. The Lender may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case sale
of all or any part of the Pledged Collateral is made on credit or for future
delivery, the Pledged Collateral so sold may be retained by the Lender until the
sales price is paid by the purchaser or purchasers thereof, but the Lender shall
not incur any liability in case any such purchaser or purchasers shall fail to
take up and pay for the Pledged Collateral so sold and, in case of any such
failure, such Pledged Collateral may be sold again upon like notice. At any sale
made pursuant to this Agreement, the Lender may bid for or purchase, free from
any right of redemption, stay and appraisal on the part of Pledgor (all such
rights being also hereby waived and released to the extent permitted by law),
any part or all of the Pledged Collateral offered for sale and may make payment
on account thereof by using any claim then due and payable to the Lender from
the Pledgor, as a credit against the purchase price, and the Lender may, upon
compliance with the terms of the sale, hold, retain and dispose of such property
without further accountability to Pledgor therefor. As an alternative to
exercising the power of sale herein conferred upon it, the Lender may at its
option proceed by suit or suits at law or in equity to foreclose this Agreement
and sell the Pledged Collateral or any portion thereof pursuant to judgment or
decree of a court or courts having competent jurisdiction. Pledgor recognizes
that the Lender may be unable to effect a public sale of all or a part of the
Pledged Collateral by reason of certain prohibitions contained in the Securities
Act of 1933, as amended, as now or hereafter in effect, or in applicable Blue
Sky or other state securities laws, as now or hereafter in effect, but may be
compelled to resort to one or more private sales to a restricted group of
purchasers who will be obliged to agree, among other things, to acquire such
Pledged Collateral for their own account, for investment and not with a view to
the distribution or resale thereof. Pledgor agrees that private sales so made
may be at prices and other terms less favorable to the seller than if such
Pledged Collateral were sold at public sales, and that the Lender has no
obligation to delay sale of any such Pledged Collateral for the period of time
necessary to permit the issuer of such Pledged Collateral, even if such issuer
would agree, to register such Pledged Collateral for public sale under
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such applicable securities laws. Pledgor agrees that private sales made under
the foregoing circumstances shall be deemed to have been made in a commercially
reasonable manner; and
(d) Notwithstanding anything to the contrary above, exercise
Pledgor's rights to redeem its units of Pledged Interests as, and in the manner,
provided for under the Operating Agreement and directly receive all such
proceeds in respect of such redemption, and apply such proceeds in the manner
provided in subparagraph (b) above.
Section 6. Application of Proceeds of Sale. The proceeds of sale
of Pledged Collateral sold pursuant to Section 5 hereof shall be applied by the
Lender as follows:
(a) to the payment of the costs and expenses of such sale, including
the out-of-pocket expenses of the Lender and the reasonable fees and
out-of-pocket expenses of counsel employed in connection therewith, and to the
payment of all advances made by the Lender under the Operating Agreement or the
performance of the Pledgor's obligations thereunder, the payment of all costs
and expenses incurred by the Lender in connection with the enforcement of this
Agreement and the Guaranty to the extent that such advances, costs and expenses
shall not have been reimbursed to it;
(b) to the payment in full of the outstanding principal and accrued
interest on the Loan in any order of priority and in the manner that the Lender
may choose; and
(c) the balance (if any) shall be paid to Pledgor, or to whosoever
shall be lawfully entitled to receive same.
Section 7. Foreclosure on Pledged Collateral. To the extent that
Pledgor may lawfully so agree, Pledgor will not at any time plead, claim or take
the benefit of any appraisement, valuation, stay, extension, moratorium or
redemption law now or hereafter in force in order to prevent or delay the
enforcement of this Agreement or the absolute sale of any portion or all of the
Pledged Collateral, or the possession thereof by any purchaser at any sale made
pursuant to the terms hereof, and Pledgor, for himself and all who claim under
them, as far as Pledgor now or hereafter may, hereby waive the benefit of all
such laws and also waive all right to have all or any portion of the Pledged
Collateral marshaled upon any foreclosure hereof and agree that any court having
jurisdiction over this Agreement may order the sale of all or any portion of the
Pledged Collateral as an entirety. Any sale of, or the grant of options to
purchase (for the option period thereof or after exercise thereof), or any other
realization upon, all or any portion of the Pledged Collateral shall operate to
divest all right, title, interest, claim and demand, either at law or in equity,
of Pledgor in and to the Pledged Collateral so sold, optioned or realized upon,
and shall be a perpetual bar both at law and in equity against Pledgor and
against any and all persons claiming or attempting to claim the Pledged
Collateral so sold, optioned or realized upon, or any part thereof, from,
through and under Pledgor. No delay on the part of the Lender in exercising any
power of sale, lien, option or other right hereunder and no notice or demand
which may be given to or made upon Pledgor with respect to any power
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of sale, lien, option or other right hereunder shall constitute a waiver
thereof, or limit or impair the right of the Lender to take any action or to
exercise any power of sale, lien, option or any other right under this
Agreement, the Guaranty Agreement or the promissory note of the Company
representing the Company's obligation to repay the Loan (the "Note"), or
otherwise, nor shall any single or partial exercise thereof, or the exercise of
any power, lien, option or other right under this Agreement, the Note or the
Guaranty, or otherwise, all without notice or demand (except as otherwise
provided by the terms of this Agreement), prejudice its rights against Pledgor
in any respect. Each and every remedy given the Lender shall, to the extent
permitted by law, be cumulative and shall be in addition to any other remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
Section 8. Rights Under Pledged Collateral. So long as no Event
of Default shall have occurred and be continuing, Pledgor may exercise any and
all consensual rights pertaining to the Pledged Collateral or any part thereof,
for any purpose not inconsistent with the terms of this Agreement;
provided, however, that upon the occurrence and continuance of an
Event of Default, all rights of Pledgor to exercise such consensual rights shall
cease, and the Lender shall have the sole and exclusive right to deal with the
Pledged Collateral and in the Lender's sole and absolute discretion to institute
any and all proceedings and take any and all actions which may or might be
brought or taken by the holder of the Pledged Collateral. Any and all sums
received by the Lender pursuant to the foregoing terms of this Section 9 shall
be applied by it in the same fashion as the payments received pursuant to
Section 6 hereof.
Section 9. Pledgor's Covenants. The Pledgor hereby covenants
with the Lender that:
(a) it will not assign, transfer or permit to exist any pledge or
encumbrance of its interests in the Pledged Proceeds or the Pledged Interests
(either beneficially or of record) without the prior written consent of the
Lender, except (i) to effect a restructuring of the ownership interests in the
Corporation and the Company with the result being that the Company becomes a
wholly owned subsidiary of the Corporation and any shares of capital stock or
other property of the Corporation issued to Pledgor as consequence is
immediately delivered to Lender to be held as part of the Pledged Collateral and
(ii) to effect the merger contemplated by the Letter of Intent;
(b) it will not, without the Lender's written consent, vote to, or
consent to, amend, modify or terminate the Operating Agreement in the manner
described in Section 4 hereof and Pledgor shall comply with every material term,
covenant and condition thereof;
(c) it will give the Lender, within ten days after knowledge thereof
is obtained by any Pledgor, written notice of (i) any default under the
Operating Agreement, or (ii) the occurrence of any event which, in the
reasonable opinion of any Pledgor, could have an adverse effect on the Pledged
Collateral, or will result, will the
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passage of time or otherwise, in the dissolution or termination of the Company
or the Corporation;
(d) it will keep and perform all the terms and conditions contained
in the Operating Agreement and Pledgor will not do, cause or suffer to be done
any act whereby the Company may be dissolved or the share or the interest of
Pledgor in and to the proceeds of the Company or Corporation may be charged,
alienated or encumbered;
(e) it will keep the Pledged Collateral free of all Liens , unless
the same is discharged or bonded within 30 days;
(f) it will (i) cause the Company not to issue any equity interests
or other securities in addition to or in substitution for the Pledged Interests
issued by the Company, except to the Pledgor and (ii) pledge hereunder,
immediately upon its acquisition (directly or indirectly) thereof, and subject
to subsection 1(c) any and all additional equity interests or other securities
of the Company; and
(g) it will not change its address or location of its chief
executive office or principal place of business, or change its name, without at
least 30 days' prior written notice to the Lender, and with respect to any such
change in address or name, Pledgor shall execute and deliver to the Lender such
documents and take such actions as the Lender reasonably deems necessary to
perfect and protect the Lender's security interests in and to the Pledged
Collateral.
Section 10. Events of Default. For purposes of this Agreement,
the following shall constitute Events of Default:
(a) the failure to pay when due any Obligation, and
(b) the failure of the Pledgor to fulfill any of the terms or
conditions of this Agreement.
Section 11. Waiver; Cumulative Remedies. No failure on the part
of the Lender to exercise, and no delay in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof, and no single or partial
exercise of any such right, power or remedy by the Lender shall preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law.
Section 12. Termination. The security interests of Pledgor
granted hereby shall be subject to termination when the Obligations have been
fully paid and performed (or satisfied upon consummation of the merger
contemplated by the Letter of Intent), at which time the Lender shall reassign
and redeliver (or cause to be reassigned and redelivered) to Pledgor, or to such
person or persons as Pledgor shall designate, against receipt, such of the
Pledged Collateral (if any) as shall not have been sold, contracted to be sold
or otherwise applied by the Lender pursuant to the terms hereof and shall still
be held
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by it hereunder, together with appropriate instruments of reassignment and
release and upon such reassignment and release the security interests shall
terminate. Any such reassignment by the Lender after termination shall be
without recourse upon the representation or warranty by the Lender and effected
at the expense of Pledgor.
Section 13. Notices. All communications and notices hereunder
shall be made to the Lender at 000 0xx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000,
Attn: President and to Pledgor at the address listed below.
Section 14. Further Assurances. Pledgor agrees to do such
further acts and things, and to execute and deliver such additional conveyances,
assignments, agreements, financing statements and instruments, as the Lender may
at any time reasonably request in connection with the administration or
enforcement of this Agreement or related to the Pledged Collateral or any part
thereof or in order better to assure and confirm unto the Lender its rights,
powers and remedies hereunder. Without in any limiting the foregoing, Pledgor
shall deliver to the Lender the original certificates or other instruments or
documents evidencing any of the Pledged Collateral immediately upon Pledgor's
receipt thereof and, to the extent the Company or the Corporation is the issuer,
shall cause the Company or the Corporation to issue any such certificates,
instruments and documents directly to the Lender. All Pledged Collateral which
consists of certificated securities shall be in bearer form or, if in registered
form, shall be issued in the name of the Lender or endorsed to the Lender or in
blank or accompanied by stock power or other appropriate instruments of transfer
in favor of the Lender executed in blank.
Section 15. Binding Agreement; Assignment. This Agreement, and
the terms, covenants and conditions hereof, shall be binding upon and inure to
the benefit of the parties hereto, and their respective heirs, successors and
assigns, except Pledgor shall not be permitted to assign this Agreement or any
interest herein or in the Pledged Proceeds, Pledged Stock or the Pledged
Interests, or any part thereof, or otherwise pledge, hypothecate, assign,
encumber or grant any option with respect to the Pledged Proceeds, Pledged Stock
or the Pledged Interests, or any part thereof, or any cash or property held by
the Lender as collateral under this Agreement.
Section 16. Miscellaneous. Neither this Agreement nor any
provisions hereof may be amended, modified, waived, discharged or terminated
orally nor may any of the Pledged Collateral be released or the pledge or the
security interest crated hereby be terminated or modified, except by an
instrument in writing duly signed by or on behalf of the Lender. The section
headings used herein are for convenience of reference only and shall not define
or limit the provisions of this Agreement.
Section 17. Severability. In case any lien, security interest or
other right of any party hereto or any of the provisions hereof shall be held to
be invalid, illegal or unenforceable, such invalidity, illegality and
unenforceability shall not affect any other lien, security interest or other
right granted hereby, or any other provision hereof.
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Section 18. Governing Law. This Agreement shall be deemed to be
made under and shall be governed by the laws of the State of Connecticut in all
respects, including matters of construction, validity and performance.
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IN WITNESS WHEREOF, Pledgor has duly executed this Pledge and Security
Agreement as of the date first above written.
FINGER LAKES TECHNOLOGY CORP. ESS MEMBERS
5CD+0.Xxx, Inc.
By:____________________________
Xxxxxxx Xxxxx
President By__________________________
Xxxxxxx X. Xxxxxx
President
FINGER LAKES SHAREHOLDERS:
5CD+0.XXX, INC. ___________________________
Xxxx XxXxxx
By____________________________
Xxxxxxx X. Xxxxxx, President ___________________________
Xxxx Xxxxxx
___________________________
Xxxx XxXxxx ___________________________
Xxxx Xxxxx
___________________________
Xxxx Xxxxxx
FINGER LAKES TECHNOLOGY CORP.
___________________________
Xxxx Xxxxx
By:___________________________
Xxxxxxx Xxxxx
TOUCHTONE T ECHNOLOGIES, INC. President
By:___________________________
Name:
Title:
