Exhibit 10.01
SETTLEMENT AGREEMENT
1. Parties: This is a Settlement Agreement (this "Agreement") by and among
XXXXXX XXXX XXXXX, an individual (hereinafter "EMD"), MID-POWER SERVICE
CORPORATION, a Nevada corporation (hereinafter "MPSC"), MID-POWER RESOURCE
CORPORATION, a Nevada corporation (hereinafter "MPRC") (MPSC and MPRC are
collectively referred to as "Mid-Power").
2. Recitals: This Agreement is made with reference to the following facts:
2.1 EMD and Mid-Power entered into that certain Acquisition Agreement
and Plan of Merger on or about the 13th day of June 2002 (the
"Acquisition/Plan"). Pursuant to the Acquisition/Plan EMD transferred certain
interests in oil and gas prospects in the Clear Creek Federal Unit (the "CCU")
located in Carbon and Xxxxx Counties, Utah. In the course of that transaction,
EMD retained certain interests in the CCU as follows:
a. an overriding royalty of approximately 7.8% (the "CCU Override");
b. certain deep drilling rights (the "CCU Deep Rights"); and
c. a 14.23199056% working interest (based on a 70% net revenue interest
in the entire Clear Creek Unit, equating to a 10% net revenue interest) in the
Anschutz Oman 2-20 Well and the Utah Fuel #8 Well located in the NW1/4NE1/4 of
Section 20 and the NE1/4NW1/4 of Section 19, Township 13 South, Range 7 East,
SLA, respectively, that were subject to a potential claim by Xxxxxx Xxxxx (the
"Potential Xxxxx Interests").
(these interests collectively referred to as the "Retained CCU Interests")
2.2 EMD and Mid-Power entered into that certain Venture Agreement on or
about the 24th day of September, 2002, as amended, covering all of Township 3
South, Ranges 48, 49, 50 and 51 West, Township 4 South, Ranges 49 and 50 West
and the Xxxx No. 2 prospect, Township 2 North Range 50 West, all located in
Washington County, Colorado (except Township 3 South, Range 48, which is located
in Yuma County, Colorado) plus any areas of mutual interest ("AMI") (the
"Colorado Venture").
2.3 EMD and Mid-Power entered into that certain Venture Agreement on or
about the 24th day of September, 2002, covering all of Township 14 North, Ranges
61 and 62 West, Township 15 North, Ranges 61 and 62 West, all in Laramie County,
Wyoming (being acquired from Kachina Energy, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx
and/or Lipizzan Petroleum Corporation), plus any AMI's (the "Wyoming Venture").
2.4 EMD and Mid-Power entered into that certain Venture Agreement on or
about the 1st day of August, 2002 covering prospects within the Xxxx Creek
Prospect, Richland County, Montana covering sections 11 and 14, Township 26
North, Range 50 East (the "Montana Venture").
2.5 EMD and Mid-Power entered into that certain Agreement on or about
August 22, 2002, as amended, covering a prospect, namely the Xxxxxx-Newporte
Proposal, located in Renville County, Xxxxx Xxxxxx, Xxxxxxx 0 XX XX, namely
EM-Xxxxxx 9-11R, Township 163 North, Range 87 West, Renville County, North
Dakota (the "North Dakota Prospect").
2.6 EMD and Mid-Power entered into that certain Venture Agreement on or
about the 10th day of May, 2002, covering prospects within the Arbuckle Gas
Field in Colusa County, California (the "Arbuckle Prospects").
2.7 EMD and Mid-Power entered into that certain Letter Agreement on or
about the 1st day of August, 2002, covering the Petrogulf Farmout known as the
Lakeside Prospect in Cameron Parish, Louisiana (the "Lakeside Agreement").
2.8 EMD and Mid-Power from time to time entered into other venture
agreements for other prospects and other agreements. It is the intent of the
parties that this settlement shall resolve and terminate any and all agreements
and or ventures regardless of the nature between the parties. Any and all other
agreements and or venture's between the parties, regardless of the nature not
specifically set forth above shall be collectively referred to for purposes of
this Agreement as the "Other Agreements".
2.9 EMD holds 17,125,365 shares of restricted common stock of Mid-Power
(the "Stock").
2.10 Under the Acquisition/Plan, a certain $10 million Promissory Note
with interest, payable by Mid-Power to EMD was delivered (the "Note") which Note
was backed by a Confession of Judgment (the "Judgment").
2.11 On or about January 24, 2003, both MPSC and MPRC filed Petitions
under Chapter 11 of the United States Bankruptcy Code (collectively the
"Bankruptcy Case") in the United States Bankruptcy Court for the District of
Nevada ("Bankruptcy Court"). Mid-Power is debtor-in-possession in the Bankruptcy
Case.
2.12 On or about January 17, 2003, Xxxxxx Xxxxx filed suit against EMD
and MPRC with respect to the Potential Xxxxx Interests (the "Xxxxx Lawsuit").
2.13 On February 28, 2003, the Parties hereto appeared at a settlement
conference in front of the Xxxxxxxxx Xxxxx X. Xxxx. The parties were each
represented by Counsel. Xxxxxx Xxxx Xxxxx appeared on his own behalf, and
Mid-Power was represented by Xxxxx X. Xxxxx. Both Xxxxxx Xxxx Xxxxx and Xxxxx x.
Xxxxx represented that they possessed authority to bind the parties to the
settlement terms set forth herein.
2.14 It is understood by and between the parties hereto that this
Agreement is being entered into as a settlement of disputed claims. Nothing
herein is to be construed as any admission of liability on the part of any party
to this Agreement nor is it to be construed as an admission of the truth of any
allegation in any court document filed by any party to this Agreement in any
legal proceeding relating to the disputes discussed herein.
2.15 The recitals contained herein are an integral part of this
agreement and are incorporated into the body of this Agreement by reference as
if fully set forth herein.
3. Cooperation Covenant: The parties hereto shall fully cooperate and deliver
all documents necessary to effect this settlement in as timely a fashion as
reasonable between the parties.
4. Representations And Warranties Of MPSC And MPRC :
MPSC and MPRC represent and warrant to EMD as follows:
4.1 Organization. MPSC and MPRC are corporations duly organized,
validly existing and in good standing under the laws of the State of Nevada.
4.2 Authority Relative to this Agreement. MPSC and MPRC each have full
power (legal and otherwise) and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. Before the Closing
(defined later), the Board of Directors of MPSC and MPRC each will have duly and
validly authorized the consummation of the transactions contemplated hereby. No
other proceedings on the part of MPSC and MPRC are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby other than
Bankruptcy Court approval in the Bankruptcy Case. This Agreement has been duly
and validly executed and delivered by MPSC and MPRC and, assuming due and valid
execution by EMD, constitutes a valid and binding agreement of Mid-Power,
enforceable against Mid-Power in accordance with its terms.
4.3 Conflicts. etc. Neither the execution, delivery nor performance of
this Agreement by Mid-Power will (a) conflict with, or result in a breach of, or
constitute a default under, or result in violation of, any agreement or
instrument to which Mid-Power is a party or by which the property of Mid-Power
is bound or (b) result in the violation of any applicable law or order,
judgment, writ, injunction, decree or award of any court, administrative agency
or governmental authority.
4.4 Mid-Power warrants that they have not transferred, assigned,
conveyed, hypothecated or in any way attempted to transfer, assign, conveyor
hypothecate any interest in the Colorado Venture, the Wyoming Venture, the North
Dakota Venture, the Montana Venture or the Arbuckle Prospects.
4.5 Legal Action. No lawsuit or other proceeding, other than the
lawsuit set forth in 7.2 (i), has been filed or commenced by MPRC and/or MPSC
against EMD relating to the disputes set forth herein.
4.6 Recitals. The recitals contained in this agreement are all true and
accurate to the best of Mid-Power's knowledge.
5. Representations and Warranties of EMD:
5.1 Conflicts. etc. Neither the execution, delivery nor performance of
this Agreement by EMD will (a) conflict with, or result in a breach of, or
constitute a default under, or result in violation of, any agreement or
instrument to which EMD is a party or by which the property of EMD is bound or
(b) result in the violation of any applicable law or order, judgment, writ,
injunction, decree or award of any court, administrative agency or governmental
authority.
5.2 Ownership. EMD has good and marketable title to the Stock except
for the options granted by EMD listed in Section 6.2(ii)(b), the Note and the
Judgment, free and clear of any charge, claim, condition, equitable interest,
lien, option, pledge, security interest, right of first refusal, or restriction
of any kind, including any restriction on use, voting, transfer, receipt of
income, or exercise of any other attribute of ownership.
5.3 Authority Relative To This Agreement. This Agreement constitutes a
valid and binding agreement of EMD enforceable against him in accordance with
its terms.
5.4 Legal Action. No lawsuit or other proceeding other than those set
forth in 7.2 (ii) and (iii) have been filed or commenced by EMD against MPRC
and/or MPSC.
5.5 Recitals. The recitals contained in this agreement are all true and
accurate to the best of EMD's knowledge.
6. Closing Conditions:
6.1 The parties hereto understand and acknowledge the closing of this
settlement is contingent upon the approval of the Bankruptcy Court in the
Bankruptcy Case. Mid-Power shall petition the Court for such approval as soon as
possible, and in any case shall request that Mid-Power's request for approval of
this settlement be heard by the Bankruptcy Court on shortened time. The parties
hereto will both work in good faith to secure such approval.
6.2 The parties agree that at the closing which shall take place within
72 hours after approval of this settlement by the Bankruptcy Court at a time and
place mutually agreeable to the parties (the "Closing") they shall perform as
follows:
(i) EMD shall:
(a) Deliver to Mid-Power the Stock duly endorsed.
(b) Deliver the Note, which includes all accrued interest, fees and
charges, marked canceled and the Judgment, marked cancelled.
(c) This Section 6.2(i)(c) shall cancel any right to any assignment
which EMD was to receive pursuant to the Lakeside Agreement and disclaims any
interest whatsoever in the Lakeside Prospect. Such cancellation to be effected
by EMD's signature to this Agreement and become effective at Closing.
(d) EMD shall take the following action with respect to the Retained
CCU Interests:
The CCU Override shall be divided with a 3% overriding royalty to be assigned by
EMD to Xxx X. Xxxx and the remaining overriding royalty being assigned to
Mid-Power by execution of two originals (one for Carbon County, Utah and one for
Xxxxx County, Utah) of the Assignment attached hereto as Exhibit A and
incorporated herein by reference.
EMD shall retain the CCU Deep Rights.
EMD shall assign so much of the Potential Xxxxx Interests as is not obtained by
Xxxxxx Xxxxx in the course of the Xxxxx Lawsuit to Mid-Power by execution of the
Conditional Assignment attached hereto as Exhibit B and incorporated herein by
reference.
(e) Deliver a mutual release in favor of Xxxx X. Xxxxx, Xxxxxxx Xxxxx,
Xxxx X. Xxxxxx, Ph.D., Xxxxxxx X. Xxxxxxx, and Xxxxx X. Xxxxx executed by EMD
individually and on behalf of, Xxxxxx Xxxx Xxxxx, L.L.C.; Xxxxxx Xxxx Xxxxx,
Inc.; Bear Oil And Gas, Inc.; Elk Oil And Gas, Inc.; and Spottie, Inc. the form
of which release is attached hereto as Exhibit C and incorporated herein by
reference.
(ii) Mid-Power shall:
(a) By executing this Agreement, this Section 6.2(ii)(a) shall
terminate Mid-Power's past, current or future rights of any kind whatsoever in
the Colorado Venture, the Wyoming Venture, the North Dakota Venture, the Montana
Venture and Other Agreements and relinquish Mid-Power's rights to all funds
currently held in escrow by EMD.
(b) Issue options for 1,000,000 shares of Mid-Power's common stock at a
price of Two Dollars and no cents ($2.00) per share. Each option will be valid
until December 31, 2004 at 11:59.59 p.m. Pacific Time. The options will be
issued to following recipients:
Option Holder Number of Shares
------------- ----------------
Xxxxxxx X. XxXxxxx 500,000
Xxx X. Xxxx 100,000
Xxxxxx X. Xxxx 275 000
Xxxxxx X. Xxxxxxxx, M.D. 50,000
Xxxxxxx X. Xxxxxxxxx 50,000
X.X. Xxxxxxxxxxx, Xx. 25 000
---------
Total 1,000,000
=========
(c) By execution of this Agreement and effective upon Closing,
ownership of ownership of one (1) 310 KW generator and one (1) 265 KW generator,
each with a gas Waukesha engine in a house currently located at Hams Well
Service, Highway 83 South, Westhope, North Dakota shall be solely vested in EMD.
(d) By execution of this agreement and effective upon Closing,
ownership of one H-40 Ideco Work-Over Rig (the "Rig") and approximately 6,000
feet of 2 7/8" N-80 EUE tubing currently located at Xxxx Well Service, 4111 West
1250 South, Roosevelt, Utah shall be solely vested in EMD. EMD acknowledges that
the Rig may be subject to certain recorded liens and agrees to take ownership of
the Rig as is, where is.
(e) Mid-Power shall pay to EMD the sum of $17,500 or so much of the sum
that has not been released by the United States Bureau of land Management
("BLM") related to deposits for bonds which have not been released on the CCU.
EMD, upon such payment shall assign to Mid-Power his rights to the funds not
released by the BLM.
(f) Execute a form acceptable to Southwest Gas in Las Vegas, Nevada
("SWG") to disclaim any and all interest in funds of approximately $1,500 posted
in a bond with SWG by EMD personally in the name of Red Star, Inc. for the
benefit of Dryclean Express prior to the merger of Red Star and MPRC.
(g) This Section 6.2(i)(g) shall be effective, as of February 28, 2003
as an assignment of all of Mid-Power's currently existing interests and rights
in the Prospects (mineral leases and gas prospects in the Arbuckle gas field in
Townships 13 & 14 N, Range 2W MDB&M (Mt. Diablo Basin Meridian), Colusa County,
California), including, but not limited to, the Xxxxxx 2A-14 Well, in which
Mid-Power has a 50% working interest that is equivalent to a forty (40%) percent
net revenue interest (the "40% Interest"); Mid-Power makes no representation or
warranty as to title except that Mid-Power has made no prior assignment of the
40% Interest. The form of assignment is attached hereto as Exhibit D and
incorporated herein by reference. EMD will pay to Mid-Power forthwith, upon
receipt thereof from Petrogulf Corporation the proceeds attributable to the 40%
interest for the months of January and February 2003 and all months prior to
January 2003 less operational expenses paid during said months to the extent
that such proceeds have not been distributed prior to the execution of this
Agreement.
(h) Deliver a mutual release in favor of EMD and executed by Xxxx X.
Xxxxx, Xxxxxxx Xxxxx, Xxxx X. Xxxxxx, Ph.D., Xxxxxxx X. Xxxxxxx, and Xxxxx X.
Xxxxx the form of which release is attached hereto as Exhibit C and incorporated
herein by reference.
7. Releases and Dismissal of Legal Proceedings:
7.1 In consideration of good and valuable consideration, the parties to
this Agreement hereby remise, release, acquit, satisfy and forever discharge
each other from all manner of action and actions, cause and causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, liens, damages, judgments, executions, claims and demand
whatsoever, in law or in equity, which either party ever had, now has, or which
any personal representatives, successor, heir or assign of either party,
hereafter can, shall or may have, against each other, for, upon or by reason of
any matter, cause or thing whatsoever, from the beginning of the world up to and
including the date of this Agreement, whether known or unknown, liquidated or
unliquidated, contingent or noncontingent, except for the obligations to be
performed pursuant to Section 6 hereof.
7.2 At the time of Closing described above, the parties will deliver to
each other and execute documentation necessary to dismiss with prejudice the
following legal proceedings:
(i) The lawsuit filed by MPSC and MPRC against EMD in the Eighth
Judicial District Court, Xxxxx County, Nevada, case number A460833. The
documents dismissing this suit shall contain a stipulation for the dissolution
of the Stipulated Temporary Restraining Order entered by the Court on January 3,
2003 and for return of the security posted by MPSC and MPRC as security for that
Order.
(ii) The lawsuit filed by EMD against MPRC in the District Court of
Washington County, Colorado, case number 2002 CV34.
(iii) The lawsuit filed by EMD against MPRC in the First Judicial
District Court, Laramie County, Wyoming, case number 161-243.
Following the Closing, the parties shall cause the above-referenced dismissals
to be filed with the appropriate courts.
8. Indemnification:
8.1 Indemnification of EMD
(a) Agreement to Indemnify. Mid-Power hereby agrees to indemnify,
defend and hold harmless EMD, his heirs, successors and assigns (each an "EMD
Indemnified Party") from and against all demands, claims, actions, causes of
action, inquiries, investigations, assessments, losses, damages, liabilities,
costs and expenses, including, without limitation, interest, penalties and
reasonable attorneys' fees and expenses (collectively, "Damages"), directly
asserted against, resulting to, imposed upon or incurred by an EMD Indemnified
Party at any time after the date hereof, solely by reason of: (i) consulting
services provided by EMD to Mid-Power pursuant to the terms of that certain
consulting Agreement dated June 13, 2002 providing for such consulting services;
(ii) his ownership of the Stock, solely in EMD's role as a shareholder; and
(iii) the Lakeside Agreement and Lakeside Prospect; (collectively and each of
them, the "Mid-Power Claims").
(b) Conditions of Indemnification. The obligations and liabilities of
Mid-Power under Section 8.1 with respect to the Mid-Power Claims made by third
parties shall be subject to the following terms and conditions:
(i) The EMD Indemnified Party, will give Mid-Power reasonable notice of
any such Mid-Power Claim, and Mid-Power will assume the defense thereof by
representatives chosen by it and reasonably satisfactory to the EMD Indemnified
Party.
(ii) If Mid-Power, within a reasonable time after notice of any such
Mid-Power Claim, fails to assume the defense thereof, the EMD Indemnified Party
shall (upon further notice to Mid-Power) have the right to undertake the
defense, compromise or settlement of such Mid-Power Claim on behalf of and for
the account and risk of Mid-Power, subject to the right of Mid-Power to assume
the defense of such Mid-Power Claim at any time prior to the settlement,
compromise or final determination thereof.
(iii) Anything in this Section 8.1 to the contrary notwithstanding, (A)
if there is a reasonable probability that a Mid-Power Claim may materially and
adversely affect the EMD Indemnified Party other than as a result of money
damages or other money payments, the EMD Indemnified Party shall also have the
right to defend with respect to non-monetary claims, at the cost and expense of
Mid-Power, to compromise or settle such Claim with the consent of Mid-Power; and
(B) Mid-Power shall not, without the written consent of the EMD Indemnified
Party, settle or compromise any such Mid-Power Claim or consent to the entry of
any judgment which does not include as an unconditional term thereof the giving
by the claimant or the plaintiff to the EMD Indemnified Party a release from all
liability in respect of such Mid-Power Claim. EMD Indemnified Party shall not
unreasonably withhold consent under this Section 8.1(b)(iii)(B).
8.2 Indemnification of MPSC and MPRC
(a) Agreement to Indemnify. EMD hereby agrees to indemnify, defend and
hold harmless MPSC and MPRC, their successors and assigns (each a "Mid-Power
Indemnified Party") from and against all demands, claims, actions, causes of
action, inquiries, investigations, assessments, losses, damages, liabilities,
costs and expenses, including, without limitation, interest, penalties and
reasonable attorneys' fees and expenses (collectively, "Damages"), directly
asserted against, resulting to, imposed upon or incurred by a Mid-Power
Indemnified Party at any time after the date hereof, solely by reason of the
Arbuckle Prospects, the Colorado Venture and/or the Wyoming Venture (the "EMD
Claims").
(b) Conditions of Indemnification. The obligations and liabilities of
EMD under Section 8.2 with respect to the EMD Claims made by third parties shall
be subject to the following terms and conditions:
(i) The Mid-Power Indemnified Party will give EMD reasonable notice of
any such EMD Claim, and EMD will assume the defense thereof by representatives
chosen by him and reasonably satisfactory to the Mid-Power Indemnified Party.
(ii) If EMD, within a reasonable time after notice of any such EMD
Claim, fails to assume the defense thereof, the Mid-Power Indemnified Party
shall (upon further notice to EMD) have the right to undertake the defense,
compromise or settlement of such EMD Claim on behalf of and for the account and
risk of EMD, subject to the right of EMD to assume the defense of such EMD Claim
at any time prior to the settlement, compromise or final determination thereof.
(iii) Anything in this Section 8.2 to the contrary notwithstanding, (A)
if there is a reasonable probability that an EMD Claim may materially and
adversely affect the Mid-Power Indemnified Party other than as a result of money
damages or other money payments, the Mid-Power Indemnified Party shall also have
the right to defend with respect to non-monetary claims, at the cost and expense
of EMD, to compromise or settle such EMD Claim with the consent of EMD; and (B)
EMD shall not, without the written consent of the Mid-Power Indemnified Party,
settle or compromise any EMD Claim or consent to the entry of any judgment which
does not include as an unconditional term thereof the giving by the claimant or
the plaintiff to the Mid-Power Indemnified Party a release from all liability in
respect of such EMD Claim. Mid-Power Indemnified Party shall not unreasonably
withhold consent under this Section 8.2(b)(iii)(B).
9. Successors and Assigns: This Agreement shall inure to the benefit of and
shall be binding upon the successors, heirs, legal representatives and/or
assigns of the parties hereto, and each of them, and shall survive any dismissal
or other disposition of the Bankruptcy Case.
10. Integration: This Agreement constitutes a single, written contract
expressing the entire Agreement of the parties hereto relative to the subject
matter hereof. No covenants, Agreements, representations, or warranties of any
kind whatsoever have been made by any party hereto, except as specifically set
forth in this Agreement. All prior discussion and negotiations have been and are
merged and integrated into, and are superseded by this Agreement.
11. Severability: In the event that any provision of this Agreement should be
held to be void, voidable or unenforceable, the remaining portions hereof shall
remain in full force and effect as each provision is an independent covenant and
not a condition precedent to the effectiveness of any other provision herein.
12. Governing Law: Venue: This Agreement shall be governed by the laws of the
State of Nevada (regardless of the laws that might otherwise govern under
applicable Nevada principles of conflicts of law) as to all matters, including
but not limited to matters of validity, construction, effect, performance and
remedies. The parties hereto agree that all actions or proceedings arising in
connection with this Agreement shall be initiated and tried exclusively in the
state and federal courts located in Xxxxx County, Nevada.
13. Survival of Warranties. Representations and Other Items: The provisions of
Sections 4, 5, 6, 7 and 8 of this Agreement shall survive for the period
indicated therein or, if no period is indicated, forever until satisfied.
14. General Provisions:
14.1 The parties hereto have each received or have had the opportunity
to receive independent legal advice from attorneys of their choice with respect
to the advisability of making the settlement and release provided herein, and
with respect to the advisability of executing this Agreement
14.2 Except as expressly stated in this Agreement, no party hereto has
made any statement or representation to any other party regarding any fact
relied upon by any other party in entering into, this Agreement, and each party
specifically does not rely upon any statement, representation, or promise of any
other party in executing this Agreement, or in making the settlement provided
for herein, except as expressly stated in this Agreement.
14.3 Each party has made such investigation of the facts pertaining to
this Agreement, and all of the matters pertaining thereto, as they deem
necessary.
14.4 The terms of this Agreement are contractual, not a mere recital,
and are the result of negotiation among all the parties.
14.5 This Agreement has been carefully read by, the contents hereof are
known and understood by, and it is signed freely by, each person executing this
Agreement; and each person executing this Agreement in a representative capacity
is empowered to do so.
14.6 Each party hereto agrees that such party will not take any action
which would interfere with the performance of this Agreement by any of the
parties hereto or which would adversely affect any of the rights provided for
herein.
14.7 This Agreement may be signed in any number of counterparts with
the same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed to constitute an
original and the same instrument. Faxed signatures shall be deemed to be the
same as original signatures.
IN WITNESS WHEREOF, the parties hereto have approved and executed six (6) copies
of this Agreement on the dates set forth opposite their respective signatures.
/s/ Xxxxxx Xxxx Xxxxx March 15, 2003
------------------------------------ -----------------
XXXXXX XXXX XXXXX, an individual DATE
MID-POWER SERVICE CORPORATION,
a Nevada corporation
/s/ Xxxxx X. Xxxxx March 18, 2003
------------------------------------ -----------------
XXXXX X. Xxxxx. President DATE
MID-POWER RESOURCE CORPORATION,
a Nevada corporation
/s/ Xxxxx X. Xxxxx March 18, 2003
------------------------------------ -----------------
XXXXX X. XXXXX, President DATE
