GUARANTY
THIS GUARANTY (this "Guaranty") is made as of May 1, 1997, between Xxxxx
Xxxxxxx (the "Individual Guarantor") and Sherwood Brands, Inc., a North Carolina
corporation (the "Corporate Guarantor") (each, any and all of whom are hereafter
collectively called the "Guarantor", and who will be jointly and severally bound
hereunder) and CENTRAL FIDELITY NATIONAL BANK, a national banking association
(the "Bank").
RECITALS:
1. The Industrial Development Authority of Mecklenburg County, Virginia, a
political subdivision of the Commonwealth of Virginia (the "Authority") has
issued its Variable Rate Demand Revenue Bonds (Sherwood Foods, Inc. Project),
Series 1996, in the aggregate principal amount of Nine Hundred Thirty Five
Thousand Dollars ($935,000) (the "1996 Bonds") for the acquisition, renovation
and equipping of a manufacturing facility at 000 X. Xxxx Xxxxxx, Xxxxx Xxxx,
Xxxxxxxxxxx Xxxxxx, Xxxxxxxx (the "Project"), pursuant to an Indenture of Trust
dated as of June 1, 1996 between the Authority and Crestar Bank, as trustee (the
"Trustee") including any amendments and supplements thereto.
2. At the request of the Borrower, the Bank issued a letter of credit (the
"1996 Letter of Credit") for the benefit of the Trustee and the holders from
time to time of the 1996 Bonds in the amount of Nine Hundred Fifty Thousand
Eight Hundred Eighty Three Dollars ($950,883) to provide for payment of the
principal of and interest and premium, if any, on the 1996 Bonds.
3. The Authority has also issued its Variable Rate Demand Revenue Bonds
(Sherwood Foods, Inc. Project), Series 1997 in the aggregate principal amount of
Five Hundred Eighty Thousand Dollars ($580,000.00) pursuant to an Indenture of
Trust dated as of May 1, 1997 between the Authority and the Trustee, including
any amendments or supplements thereto for the further equipping of the Project.
4. The Borrower has requested that the Bank issue a letter of credit (the
"1997 Letter of Credit") for the benefit of the Trustee and the holders from
time to time of the 1997 Bonds in the amount of Five Hundred Eighty Nine
Thousand Eight Hundred Fifty Three Dollars ($589,853.00) to provide for payment
of the principal of and interest and premium, if any, on the 1997 Bonds.
5. The Borrower, the Corporate Guarantor and the Bank have entered into a
Reimbursement Agreement dated as of May 1, 1997 (the "Reimbursement Agreement")
and the Financing Documents as described and defined in the Reimbursement
Agreement.
6. As a condition of the Bank's issuance of the 1997 Letter of Credit, the
Bank has required that the Guarantor execute and deliver this Guaranty.
7. This Guaranty is executed in substitution of the Guarantor's Guaranty of
June 1, 1996.
AGREEMENT:
NOW THEREFORE, for and in consideration of the premises, Ten Dollars
($10.00) cash, in hand paid, and other good and valuable consideration, the
receipt and adequacy of which the parties hereby acknowledge, the parties
covenant and agree as follows:
Section 1. Definitions and Interpretation. Capitalized terms that are used
but not defined in this Guaranty and that are defined in the Reimbursement
Agreement will, for the purpose of this Guaranty, have the meanings set forth in
the Reimbursement Agreement unless the context indicates otherwise. Unless the
context indicates otherwise, words used in this Guaranty in the singular number
will be deemed to include words in the plural number, and vice versa, and words
in one gender will be deemed to include words in the other genders. The section
headings are for convenience only and neither limit nor amplify the provisions
of this Guaranty.
Section 2. Guaranty. The Guarantor hereby absolutely, unconditionally,
jointly and severally guarantees to the Bank without offset or reduction (i) the
full and prompt payment when due, whether at maturity, by acceleration or
otherwise, of all sums due under the Reimbursement Agreement and the other
Financing Documents, with respect to both the 1996 Letter of Credit and the 1997
Letter of Credit and (ii) the full and prompt performance by the Borrower of the
Borrower's Obligations and other covenants, agreements and undertakings under
the Financing Documents, whether matured or unmatured and whether absolute or
contingent, direct or indirect, secured or unsecured, original, extended or
renewed, absolute or contingent, originally contracted with or acquired by the
Bank, contracted with the Bank alone or jointly with others and whether or not
evidenced by negotiable instruments or other written agreements, (individually,
a "Liability" and collectively, the "Liabilities"). The term "Liabilities" shall
include all of the foregoing matters, relating to both the 1996 Bonds and the
1997 Bonds and the 1996 Letter of Credit and the 1997 Letter of Credit whether
they are from time to time reduced, thereafter increased or entirely
extinguished and thereafter reincurred. This is an unconditional guaranty of
payment and performance and not merely of collection. The Guarantor further
agrees to pay all costs and expenses, including, without limitation, reasonable
attorney's fees, paid or incurred by the Bank in enforcing the payment and
performance of the Liabilities and of the Guarantor's obligations hereunder, all
of which shall be included within the definition of the term "Liabilities". Each
failure on the part of a Guarantor to pay or perform any Liability will give
rise to a separate cause of action hereunder.
Section 3. Guaranty Unconditional. The obligations of the Guarantor
hereunder will be absolute, continuing and unconditional and, without limiting
the generality of the foregoing, will not be released, discharged or otherwise
affected by:
(a) any extension, renewal, compromise, settlement, waiver or release
of any of the obligations of any other Obligor under any of the Financing
Documents;
(b) any amendment, modification or supplement to the Guaranty or any
other Financing Document;
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(c) any failure to perfect a lien granted by any of the Financing
Documents with respect to any of the Security Property, the release of any
such lien or the substitution or exchange of any Security Property;
(d) any change in the structure, existence or ownership of the
Borrower, or the filing or entry of a final order in any insolvency,
bankruptcy, reorganization or other similar proceeding affecting the
Borrower or its assets or releasing any Obligor from any of its obligations
under any of the Financing Documents;
(e) the existence of any claim, set-off or other right that the
Guarantor may have at any time against the Borrower, the Company, the Bank
or any Obligor, whether arising from the execution of any of the Financing
Documents or otherwise, provided that nothing contained herein will prevent
the assertion of such a claim in a separate suit;
(f) the unenforceability, for any reason, of any of the obligations of
any Obligor under any of the Financing Documents;
(g) the failure of the Bank: (1) to file or enforce a claim against
any other Obligor (or its estate in a bankruptcy or other proceeding); (2)
to give notice of the creation or incurring by any Obligor of any new or
additional indebtedness or obligation with respect to the Project or under
the Financing Documents; (3) to commence any action against any Obligor;
(4) to disclose to the Guarantor any facts that the Bank may now or
hereafter know with regard to the Project or its construction; or (5) to
proceed with due diligence to collect any amount due to it under any of the
Financing Documents or to realize upon any of the Security Property; or
(h) any other act, failure to act or delay of any kind by the
Borrower, any Obligor or the Bank that might, but for the provisions of
this Section, constitute a legal or equitable discharge of the Guarantor's
obligations hereunder.
Section 4. Discharge; Reinstatement in Certain Circumstances. This Guaranty
will remain in full force and effect until the principal and interest of the
Note and all of the other Liabilities have been paid or performed in full and
until a period of one (1) year, beginning with the date of the last payment made
by or on behalf of the Borrower, has elapsed during which no petition in
bankruptcy has been filed by or against the Borrower or any other Obligor. If at
any time any payment or performance by the Borrower under any of the Financing
Documents is rescinded or is required to be restored or returned because of
insolvency, bankruptcy, reorganization or otherwise, the Guarantor's obligations
hereunder with respect to such payment or performance will be reinstated as
though such payment had been due or performance required, but not paid or
performed at the time of such rescission or requirement. The Guarantor agrees
that payment or performance of any of the Liabilities or other acts that toll
any statute of limitations applicable to the Liabilities will also toll the
statute of limitations applicable to the Guarantor's liability hereunder.
Section 5. Waiver of Subrogation. Notwithstanding any other provision of
this Guaranty, if the Guarantor is an "insider" of the Borrower within the
meaning of the Bankruptcy Code, the Guarantor hereby irrevocably waives any
right to assert, enforce, or otherwise exercise any right of subrogation to any
of the rights, security interests, claims
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or liens of the Bank, its successors or assignees or any other beneficiary
against the Borrower or any other Obligor or on any collateral or other security
for the payment and performance of the Liabilities, and the Guarantor shall have
no right of recourse, reimbursement, contribution, indemnification, or similar
right (pursuant to contract or otherwise) against the Borrower or any other
Obligor, and Guarantor hereby irrevocably waives any and all of the foregoing
rights and also irrevocably waives the benefit of, and any right to participate
in, any collateral or other security given to the Bank or any other beneficiary
to secure payment and performance of the Liabilities.
Section 6. Subordination. The Guarantor hereby subordinates all
indebtedness of the Borrower owing to the Guarantor, whether now existing or
hereafter arising, to the full and prompt payment and performance, as and when
due, of all of the Liabilities, together with all interest thereon and all
costs, expenses and reasonable attorneys' fees in connection therewith. Any
amount received by the Guarantor as payment on or with respect to the
subordinated indebtedness subsequent to any default in the payment or
performance of the Liabilities will be retained and held in trust by the
Guarantor solely for the benefit of the Bank.
Section 7. Stay of Acceleration. If acceleration of the time for payment of
any amount payable by the Borrower pursuant to the Financing Documents is stayed
upon insolvency or bankruptcy, such amount and all other amounts subject to
acceleration under the terms of the Financing Documents will, nevertheless, be
due and payable by the Guarantor on demand by the Bank.
Section 8. Rights of Bank Not Impaired. No act or omission of any kind or
at any time by the Bank in respect of any matter whatsoever will in any way
affect or impair the rights of the Bank to enforce any right, power or benefit
of the Bank under this Guaranty, and no set-off, claim, diminution of any
obligation, or defense of any kind or nature that the Guarantor has or may have
against the Bank will be available against the Bank in any suit or action
brought by the Bank to enforce any of its rights under this Guaranty. Nothing in
this Guaranty will be construed as a waiver by the Guarantor of any rights or
claims it may have against the Bank under this Guaranty or otherwise, but any
recovery upon such rights and claims will be had from the Bank separately, it
being the intent of this Guaranty that the Guarantor shall be obligated,
unconditionally and absolutely, to perform fully all of its obligations
hereunder for the benefit of the Bank.
Section 9. Borrower's Affairs. The Guarantor represents to the Bank that
the Guarantor has knowledge of the Borrower's financial condition and affairs
and agrees that the Guarantor will keep itself informed of the Borrower's
financial condition and affairs so long as this Guaranty is in force. The
Guarantor further agrees that the Bank will have no obligation to investigate
the Borrower's financial condition or affairs for the benefit of the Guarantor
or to advise the Guarantor of any fact respecting, or any change in, the
Borrower's financial condition or affairs that might come to the knowledge of
the Bank at any time, whether or not the Bank knows or believes or has reason to
know or believe that any such fact or change is unknown to the Guarantor or
might (or does) materially increase the risk of the Guarantor hereunder.
Section 10. Representations of Guarantor. The Guarantor hereby represents
and warrants the following to the Bank with the understanding that the Bank is
entitled to and will rely upon each of such representations and warranties and
that such representations
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and warranties will constitute a material inducement for the Bank to make and
continue to carry the Loan and to grant financial accommodation to the Borrower
at any time:
(a) The Guarantor is fully capable and empowered (being under no legal
restriction, limitation or disability) to enter into, execute and deliver
this Guaranty and to perform the Guarantor's obligations hereunder.
(b) The financial statements heretofore delivered by the Guarantor to
the Bank are true, complete and accurate in all respects, do not contain
any false or misleading statements or fail to make a statement which would
be necessary to prevent any information furnished from being false or
misleading.
(c) There has been no material adverse change in the Guarantor's
general affairs, financial condition or assets subsequent to the effective
date of all financial and other information the Guarantor has furnished to
the Bank.
(d) The Guarantor has duly executed and delivered this Guaranty, and
this Guaranty constitutes the valid and binding obligation of the Guarantor
enforceable in accordance with its terms, except as such enforceability may
be affected by bankruptcy and other insolvency laws and general principles
of equity.
(e) There are no pending or, to the best of the Guarantor's knowledge,
threatened actions, suits, proceedings or investigations of a legal,
equitable, regulatory, administrative or legislative nature that, if
adversely determined, might have a material adverse effect on the
Guarantor's business, assets, condition (financial or otherwise) or
prospects or the Guarantor's ability to perform the Guarantor's obligations
under this Guaranty.
(f) To the best of the Guarantor's knowledge, after due inquiry, no
event that would constitute a Default or Event of Default has occurred or
is continuing.
(g) The representations and warranties by the Corporate Guarantor in
the Reimbursement Agreement remain true and correct.
Section 11. Financial Statements and Covenants. The Corporate Guarantor
will furnish to the Bank the financial information required by the Reimbursement
Agreement. The Individual Guarantor will furnish to the Bank his annual signed
financial statement on the Bank's form or other form reasonably acceptable to
the Bank.
Section 12. Maintenance of Financial Standing. Until all of the Liabilities
have been paid or discharged, the Guarantor shall preserve and maintain the
Guarantor's existing assets and financial standing as set forth in the financial
information heretofore furnished by the Guarantor to the Bank. The Corporate
Guarantor covenants and agrees that the Corporate Guarantor will not sell,
lease, assign, transfer or otherwise dispose of any of the Corporate Guarantor's
now owned or hereinafter acquired assets except in the ordinary course of
business and no sale, lease, assignment or transfer shall be made for the
purpose of hindering or delaying the Bank's practical realization of the Bank's
rights and remedies under this Guaranty. The Individual Guarantor covenants and
agrees not
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to make transfers or conveyances in contravention of Chapter 5 Title 55 of the
Code of Virginia (1950) as amended.
Section 13. Bank's Right of Set-Off. Upon the acceleration of the maturity
of the Bonds or the occurrence of any Event of Default, the Bank is hereby
irrevocably authorized, at any time and from time to time without notice to the
Guarantor, any such notice being expressly waived, to set off, appropriate and
apply any amount, including any deposit or claim, whether or not matured, owing
by the Bank to or for the account of the Guarantor, or any part thereof, against
the obligations of the Guarantor to the Bank hereunder. The rights of the Bank
under this Section are in addition to any other rights and remedies that the
Bank may have.
Section 14. Venue. The Guarantor agrees that any suit, action or proceeding
arising out of or relating to this Guaranty may be instituted in the Circuit
Court of Mecklenburg County, Virginia, or in the United States District Court
for the Eastern District of Virginia, Western Division (to the extent that such
court has jurisdiction), at the option of the Bank, and the Guarantor hereby
waives any objection that it may have to such venue and irrevocably submits to
the jurisdiction of either of such courts in any such suit, action or
proceeding. Nothing herein will affect the right of the Bank to proceed against
the Guarantor in any other jurisdiction.
Section 15. Subsequent/Prior Guaranty. A subsequent guaranty by the
Guarantor will not be deemed to be in lieu of or to supersede or terminate this
Guaranty, but will be construed as an additional or supplemental guaranty unless
otherwise expressly provided therein; and in the event that the Guarantor has
given the Bank a previous guaranty or guaranties, this Guaranty will be
construed to be an additional or supplemental guaranty, and not in lieu thereof
or to terminate such previous guaranty or guaranties, unless expressly so
provided herein or therein.
Section 16. Events of Default. Each of the following events shall
constitute an Event of Default under this Guaranty:
(a) Failure of any Guarantor to pay or perform any of the guaranteed
Liabilities when and as the same shall become due (whether at maturity, by
acceleration or otherwise), upon demand by the Bank to a Guarantor;
(b) Failure of any Guarantor to observe and perform any of such
Guarantor's covenants, conditions, undertakings or agreements with respect
to any Liability or under this Guaranty;
(c) Default under any of the Financing Documents;
(d) If the Borrower or any Obligor shall be involved in financial
difficulties which are evidenced: (i) by an admission in writing of any
Obligor's inability to pay such Obligor's debts generally as they become
due; (ii) by any Obligor's filing a petition in bankruptcy or for the
adoption of an arrangement under the United States Bankruptcy Code (as now
or in the future amended) or an admission seeking the relief therein
provided; (iii) by any Obligor's making an assignment for the benefit of
creditors; (iv) by any Obligor consenting to the appointment of a receiver,
custodian or trustee for all or a substantial part of any Obligor's assets
or to the filing of a petition against any Obligor
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under said Bankruptcy Code; (v) by any Obligor being adjudicated a
bankrupt; (vi) by the entry of a court order appointing a receiver,
custodian or trustee for all or a substantial part of the assets of any
Obligor, or approving as filed in good faith a petition filed against any
Obligor under said Bankruptcy Code; (vii) by the assumption of custody or
sequestration by a court of all or substantially all of the assets of any
Obligor; (viii) by an attachment on any of the assets of any Obligor and
such attachment is not discharged or stayed within thirty (30) days from
the date of execution; or (ix) by a judgment or decree for the payment of
money being entered against any Obligor or if any execution or levy is made
upon any Obligor's assets and the judgment, execution or levy, as the case
may be, is not discharged or stayed within thirty (30) days from the date
of the judgment, execution or levy as the case may be;
(e) Failure of any Obligor to make any payment due on any indebtedness
or other security for borrowed money, or the occurrence of any event (other
than the mere passage of time) or any condition in respect of any
indebtedness or other security for borrowed money or under any agreement
securing or relating to such indebtedness or other security for borrowed
money, the effect of which is to permit any holder of such indebtedness or
a trustee to cause such indebtedness or other security, or a portion
thereof, to become due prior to its stated maturity or prior to its
regularly scheduled dates of payment;
(f) Determination by the Bank that any representation, warranty or
other statement by or on behalf of any Guarantor contained in this
Guaranty, or any instrument, financial statement or other information
furnished to the Bank is false or misleading in any material respect in
light of the circumstances in which made;
(g) If the Bank in good faith believes that the prospect of either
payment or performance of any of the Liabilities is impaired or in good
faith believes that a material adverse change has occurred in the financial
condition of either the Borrower or any Obligor; or
(h) Any action taken by or on behalf of any Guarantor to terminate
such Guarantor's liability hereunder generally or as it may relate to any
amount payable on any Liability or any defense shall be asserted to any
liability of any Guarantor hereunder, or determination by the Bank that the
liability of any Guarantor hereunder generally or with respect to any
amount payable on an a Liability shall have been terminated for any reason
and the liability of any Guarantor hereunder shall not have been reaffirmed
in writing by such Guarantor or such Guarantor's duly qualified
representative.
Section 17. Remedies. Whenever any Event of Default shall have happened and
be continuing, the Bank or other holder of any of the Liabilities (a) may
declare the entire unpaid principal of and interest on the Liabilities to be
immediately due and payable, (b) may take whatever action under the Financing
Documents, at law or in equity as may appear necessary or desirable to collect
payments then due or thereafter to become due hereunder or to enforce observance
or performance of any covenant, condition or agreement of any Guarantor under
this Guaranty, or (c) may immediately and without further action by the Bank,
set-off against any obligation of any Guarantor to the Bank hereunder, all money
owed by the Bank in any capacity to any Guarantor and to apply the same against
the Liabilities.
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Section 18. Successors and Assigns. This Guaranty will inure to the benefit
of and be binding on the parties and their respective heirs, personal
representatives, successors and assigns.
Section 19. Severability. If any provision of this Guaranty or the
application thereof in any circumstance is held to be unenforceable, the
remainder of this Guaranty will not be affected thereby and will remain
enforceable.
Section 20. Applicable Law. This Guaranty will be governed by, and
construed in accordance with, the laws of the Commonwealth of Virginia.
Section 21. Notices, Demands and Requests. All notices, demands, requests
and other communications required or permitted hereunder must be in writing and
will be deemed to have been given when delivered in person or sent by registered
mail, postage prepaid, return receipt requested, (i) to the Guarantor, at the
address set forth below the Guarantor's signature, and (ii) to the Bank, at its
address set forth in the Reimbursement Agreement, or to such other persons or
addresses as the party entitled to notice has specified in writing to the other
parties from time to time.
Section 22. Waiver. The Guarantor hereby waives, to the extent permitted by
law, (i) the benefits of Sections 49-25 and 49-26 of the Code of Virginia
(1950), as amended, and any amendments thereto or any similar statutes or rules
of law, (ii) the benefit of any homestead or similar exemption, state or
federal, with respect to its obligations hereunder, (iii) notice of any of the
matters referred to in Section 3 of this Guaranty, and (iv) any demand (except
as expressly specified herein), proof or notice of nonpayment, or failure to pay
or perform any of the Obligations.
Section 23. Amendments. This Guaranty may only be amended, supplemented or
terminated in writing, signed by all of the parties.
Section 24. Number, Gender and Headings. The pronouns and verbs set forth
herein will be construed to be of such number and gender as the context may
require. The headings are for convenience only and will not limit or otherwise
affect the terms hereof.
Section 25. Entire Agreement. This Guaranty expresses the entire
understanding, and all agreements, between the parties with respect to the
subject matter hereof.
Section 26. Counterparts. This Guaranty may be executed in any number of
counterparts, each of which will be an original and all of which together will
constitute but one and the same instrument.
Section 27. Appointment of Secretary of the Commonwealth. The Corporate
Guarantor hereby appoints Xxxx Xxxxxxxx as its agent to accept legal service of
process in its name and on its behalf. If the Bank is unable to obtain prompt
legal service upon a Guarantor at the address shown for such Guarantor herein or
through the designated agent, each Guarantor hereby appoints the Secretary of
the Commonwealth of Virginia as each Guarantor's agent for the acceptance of
substituted service of process upon each Guarantor and it is understood and
agreed that each Guarantor hereby submits to the in
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personam jurisdiction of any duly constituted Court of the Commonwealth of
Virginia (upon compliance with the procedural laws and rules of the Commonwealth
of Virginia) wherein any action may be brought by the holder of any of the
Liabilities.
Section 28. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY
RIGHTS THAT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY, THE REIMBURSEMENT AGREEMENT, ANY OTHER FINANCING DOCUMENT OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS
OF THE BANK, THE BORROWER OR THE GUARANTOR. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE BANK TO ENTER INTO THIS GUARANTY AND TO GRANT ACCOMMODATION
AT ANY TIME TO THE BORROWER.
Section 29. Notice. YOU ARE GUARANTEEING THE LIABILITIES DESCRIBED IN THIS
GUARANTY. IF FOR ANY REASON THE BORROWER DOES NOT PAY OR PERFORM THE
LIABILITIES, YOU WILL HAVE TO PAY OR PERFORM THE LIABILITIES AT YOUR EXPENSE.
UPON DEFAULT, THE BANK CAN COLLECT ALL OF THE LIABILITIES FROM YOU WITHOUT FIRST
ATTEMPTING TO COLLECT FROM THE BORROWER OR ANY OTHER GUARANTOR. BY SIGNING THIS
GUARANTY, YOU AGREE THAT YOU HAVE RECEIVED COPIES OF AND HAVE HAD AN OPPORTUNITY
TO REVIEW ALL OF THE DOCUMENTS REFERRED TO IN THIS GUARANTY AND THE DOCUMENTS
DESCRIBED THEREIN WITH YOUR COUNSEL AND UNDERSTAND THE NATURE, EXTENT, AND LEGAL
AND PRACTICAL CONSEQUENCES OF YOUR LIABILITY UNDER THIS GUARANTY.
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WITNESS the following signatures and seals.
SHERWOOD BRANDS, INC.
By:/s/ Xxxxx Xxxxxxx (SEAL) /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President Xxxxx Xxxxxxx, Individually
ATTEST:
/s/ Xxxx Xxxxxxxx (SEAL)
--------------------
Xxxx Xxxxxxxx
Secretary
STATE OF ______________________)
) to wit:
CITY/COUNTY OF ________________ )
The foregoing instrument was acknowledged before me this ____ day of May,
1997, by Xxxxx Xxxxxxx, individually.
My Commission Expires: __________________
-----------------------------
Notary Public
STATE OF ________________________)
) to wit:
CITY/COUNTY OF _________________ )
The foregoing instrument was acknowledged before me this ____ day of May,
1997, by Xxxxx Xxxxxxx, the president of Sherwood Brands, Inc., a North Carolina
Corporation, behalf of the corporation.
My Commission Expires: __________________
-----------------------------
Notary Public
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