EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of this 1st day of April, 1998, by and between CLARION HOUSE, INC., a Nevada
corporation ("Company"), and R. XXXXXXX XXXX, JR. ("Employee"). In consideration
of the mutual covenants herein contained and other good and valuable
consideration, the parties hereby agree as follows:
R E C I T A L S
- - - - - - - -
A. The Company is engaged in the manufacturing business (the
"Business").
B. Effective June 15, 1998, the Company intends to cause a Delaware
corporation to be named Rose & Associates, Inc. ("Rose") to become a
wholly-owned subsidiary of the Company and to operate as the in-house sales
representative of the Company.
C. The Company wishes to employ Employee, and Employee agrees to serve,
as the Executive Vice President of the Company subject to the terms and
conditions set forth below.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:
1. RECITALS. The recitals set forth above shall constitute and shall be
deemed to be an integral part of this Agreement.
2. DUTIES.
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2.1 EXECUTIVE VICE PRESIDENT OF THE COMPANY. Employee shall serve in
the capacity of Executive Vice President of the Company. Employee's principal
duties and responsibilities shall consist of primary responsibility for the
general and active supervision and management of all of the sales and marketing
activities and functions of the Company and its officers, agents and employees
engaged in that function. Employee shall perform such other services and duties
as may from time to time be assigned to Employee by the Company's Board of
Directors provided that such other services and duties are not inconsistent with
any other term of this Agreement. Except during vacation periods or in
accordance with the Company's personnel policies covering executive leaves and
reasonable periods of illness or other incapacitation, Employee shall devote his
services to the Company's Business and interests in a manner consistent with
Employee's title and office and the Company's needs for his services. Employee
agrees to perform his duties pursuant to this Agreement in good faith and in a
manner which he honestly believes to be in the best interests of the Company,
and with such care, including reasonable inquiry, as an ordinary prudent person
in a like position would use under similar circumstances. Employee agrees to
observe a duty of loyalty to the Company placing the interests of the Company
ahead of his own. Such duties shall be rendered at such place or places as the
Company shall require in accordance with the best interests, needs, business and
opportunities of the Company. However, in no event, shall the Company require
Employee to move his principal residence. Employee shall at all times be subject
to and shall observe and carry out such reasonable rules, regulations, policies,
directions and restrictions as may be established from time to time by the
Company not inconsistent with this Agreement.
2.2 PRESIDENT OF ROSE AND DIRECTOR OF ROSE AND THE COMPANY. Employee
shall also serve as President of Rose and shall have the right to serve as a
member of the Board of Directors of both Rose and the Company. Employee shall
not receive any additional compensation for his service in such capacities and
the termination or resignation of Employee as a director of the Company or as an
officer or director of Rose shall not constitute a termination of this
Agreement. The Company agrees, at Employee's request, to vote the outstanding
capital stock of Rose in favor of Employee's election as a director of Rose as
aforesaid. Attached hereto as EXHIBIT A are consents of certain principal
stockholders of the Company under which such stockholders agree, at the request
of Employee, to vote their shares to elect Employee to the Board of Directors of
the Company at all times during the Term (as defined below) of this Agreement.
3. LIMITATIONS ON OTHER EMPLOYMENT. Throughout the Term of Employee's
employment under this Agreement, Employee shall not enter into the services of
or be employed in any capacity or for any purposes whatsoever, whether directly
or indirectly, by any person, firm, corporation or entity other than the Company
or Rose, and will not, during said period of time, be engaged in any business,
enterprise or undertaking other than employment by the Company or Rose except
for such other activities that do not detract from the full discharge of
Employee's duties hereunder or as otherwise consented to in writing by the
Company.
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4. COMPENSATION AND BENEFITS.
4.1 SALARY. In consideration of Employee's performance of his duties
and responsibilities hereunder and his observance of the covenants, conditions
and restrictions contained herein, Employee shall be entitled to receive a
salary of One Hundred Fifty Thousand Dollars ($150,000) per annum during the
period from April 1, 1998 to December 31, 1998 and thereafter increasing to Two
Hundred Ten Thousand Dollars ($210,000) during the Term hereof, payable in
weekly or other periodic installments in accordance with the Company's payroll
procedures in effect from time to time. This salary has been expressed in terms
of a gross amount, and the Company is or may be required to withhold from such
gross amount deductions in respect of federal, state or local income taxes, FICA
and the like.
4.2 INCENTIVE COMPENSATION. The Company shall pay to Employee, as
additional incentive compensation, a cash bonus of Five Thousand Dollars ($5,000
) per month (the "Bonus") for each fiscal year ending during the term hereof in
which Clarion's consolidated net sales ("Net Sales") exceed Fifteen Million
Dollars ($15,000,000). For 1999, Employee shall be entitled to $5,000 for each
month beginning with the first month in which monthly Net Sales, from such month
through December 31, 1999, average One Million Two Hundred Fifty Thousand
Dollars ($1,250,000). The Bonus shall be computed on the Net Sales reflected on
Clarion's audited financial statements as filed with the Securities and Exchange
Commission. If such financial statements are not prepared in sufficient time to
permit the timely payment of the Bonus as provided in the following sentence,
the Bonus will be paid on the basis of interim statements or Company-prepared
statements, reconciled with the audited statements as soon as the audited
statements are prepared. The Bonus shall be payable annually within ninety (90)
days after the end of each fiscal year, provided, however, that so long as
Clarion's monthly Net Sales, on an unaudited basis, are in excess of One Million
Two Hundred Fifty Thousand Dollars ($1,250,000), Employee shall have the option
to receive the additional Five Thousand Dollars ($5,000) per month, payable no
later than the 20th day of the month following the month in which said Bonus is
earned. In the event that Employee receives such additional amounts and
Clarion's Net Sales for the year do not attain $15,000,000 (or, for 1999, do not
average at least One Million Two Hundred Fifty Thousand Dollars ($1,250,000) per
month starting with the month in which Employee elects to receive the additional
amount), the additional amounts which Employee has received shall be deducted
from Employee's base salary during the succeeding fiscal year.
4.3 MEDICAL AND DENTAL INSURANCE. Throughout the term of Employee's
employment under this Agreement, Employee shall be entitled to receive Company
paid medical insurance and dental insurance on the same basis as the other
executive employees of the Company.
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4.4 EXPENSES. Employee may incur reasonable expenses in performing
his services hereunder sufficient to support his positions with the Company and
Rose which shall be reimbursed by the Company upon presentation by Employee of
supporting documentation (e.g., receipts and vouchers) for such expenditures
which meet IRS guidelines.
4.5 LIFE AND DISABILITY INSURANCE AND 401(K) PLAN. Employee shall
also be entitled to Short Term Disability, Long Term Disability and Life
Insurance. The Short Term Disability and the Long Term Disability policies shall
provide Employee, in the event of his disability during the term hereof,
benefits equal to 70% of the salary provided for in Section 4.1 hereof. The Life
Insurance policy shall be a ten-year term policy which provides death benefits
payable to Employee's beneficiaries in the amount of $1,000,000 and to the
Company in the amount of $1,000,000. Employee shall also be entitled to a 401(k)
plan on the same basis as the other executive employees of the Company.
4.6 OTHER FRINGE BENEFITS. Employee shall also be entitled to all
other employee benefits provided by the Company to the President, CEO or
Chairman of the Company (whichever receives the highest fringe benefits).
5. TERM OF EMPLOYMENT. The Company hereby employs Employee, and
Employee hereby accepts employment with the Company, for a period of ten (10)
years from the date hereof (such period, together with any renewal terms,
referred to herein as the "Term"); provided that this Agreement shall be
automatically renewed for successive one (1) year terms unless either party
elects not to renew this Agreement by delivering written notice of its election
to the other party no later than one hundred eighty (180) days prior to the end
of the current term. Notwithstanding anything in this Section 5 to the contrary,
this Agreement may be terminated at any time in accordance with Section 6.
6. TERMINATION.
6.1 BY THE COMPANY FOR CAUSE. Employee's employment under this
Agreement may be terminated immediately by the Company upon the occurrence of
one or more of the following causes, and not otherwise:
6.1.1 Employee's conviction of a felony pertaining to the
Company's Business;
6.1.2 The commission by Employee of any act of willful, material
dishonesty in connection with the performance of any of Employee's duties
hereunder (including, but not limited to falsification of Company records,
wilfully making false statements of material facts to third parties regarding
the Company's Business, and misappropriation or embezzlement of funds against
the Company or any of its customers or suppliers);
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6.1.3 Any willful material breach by Employee of any of the
covenants, conditions or restrictions set forth in Sections 7, 8 or 9 of this
Agreement; and
6.1.4 Employee dies or becomes disabled (Employee shall be
deemed "disabled" for purposes of this Agreement if he is unable, by reason of
illness, accident, or other physical or mental incapacity, to perform
substantially all of his regular duties for a continuous period of one hundred
twenty (120) days).
6.2 BY EMPLOYEE WITHOUT CAUSE. Employee may voluntarily terminate
his employment hereunder on sixty (60) days written notice to the Company.
6.3 EFFECT OF TERMINATION. Upon termination of Employee's employment
by the Company under Section 6.1, except for a termination resulting from the
death or disability of Employee, Employee shall be entitled to all compensation
accrued but unpaid to the date of termination, but Employee shall have no
further rights to any base salary, benefits or other compensation of any kind or
nature.
Upon termination of Employee's employment by the Company under
Section 6.1 as a result of the disability of Employee or by Employee under
Section 6.2, Employee shall be entitled to receive (in the case of termination
due to disability, in addition to the benefits payable under the disability
policies provided for in Section 4.5) an amount each month equal to the amount
which the Company is then paying for health insurance for Employee.
Upon any termination of Employee's employment pursuant to
Section 6.1 or 6.2, Employee shall be entitled to compensation for any accrued
and unused vacation hours as provided by applicable law and to any rights under
COBRA or other comparable rights as provided by law.
6.4 NON-COMPETITION. Provided that the Company is not in default
under its Promissory Note to be dated as of June 15, 1998 (the "Note") payable
to Employee and has paid Employee the salary specified in Section 4 hereof in
full during Employee's employment hereunder, Employee agrees that he will not at
any time within the three-year period immediately following the termination of
Employee's employment hereunder, directly or indirectly engage in, or have any
interest in, any person, firm, corporation or business (whether as an employee,
officer, director, agent, secretary, holder, creditor, consultant or otherwise)
that engages in any activity which is directly competitive with any activity now
engaged in by the Company (or any successor or successors of the Company) so
long as the Company (or any successor) shall engage in this activity. In the
event of any default in payment under the Note or failure of the Company to pay
Employee's salary during the term hereof, Employee shall not be bound by the
non-compete covenant specified in the first sentence of this Section until such
default is cured. This Section shall not apply to limit in any way Employee's
damages in the event of any breach of this Agreement by the Company. Neither
party shall have any obligation under this Section 6.4 in the event of
termination pursuant to Section 6.1.
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7. DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION.
7.1 CONFIDENTIALITY AND APPROPRIATION OF CONFIDENTIAL INFORMATION.
During the term of Employee's employment under this Agreement and thereafter,
Employee will keep confidential and will not directly or indirectly reveal,
divulge or make known in any manner to any person or entity (except as required
by applicable law or in connection with the performance of his duties and
responsibilities as an employee hereunder) nor use or otherwise appropriate for
Employee's own benefit, or on behalf of any other person or entity by whom
Employee might subsequently be employed or with whom Employee might be otherwise
associated or affiliated, any Confidential Information (as hereinafter defined).
Confidential Information shall include information (not readily compiled from
publicly available sources) which is made available to Employee or obtained by
Employee during the course of his employment relating or pertaining to the
Company's business operations, including trade secrets, business and financial
information, operations information, projects, products, customers, supplier
names, addresses and pricing policies, company pricing policies, computer
programs and software or unpublished know-how, whether patented or unpatented.
Employee agrees to cooperate with the Company to maintain the secrecy of and
limit the use of such Confidential Information. Employee further agrees that he
is under no obligation to any former employer which is in any way inconsistent
with this Agreement or which imposes any restriction on the Company. The Company
shall maintain similar confidentiality with respect to all non-public business
information possessed by Employee on the date of execution of this Agreement
which is disclosed by Employee to the Company during the term hereof.
7.2 PREVENTION OF UNAUTHORIZED RELEASE OF COMPANY INFORMATION.
Employee agrees to promptly advise the Company of any knowledge which he may
have of any unauthorized release or use of any Confidential Information, and
shall take reasonable measures to prevent unauthorized persons or entities from
having access to, obtaining or being furnished with any Confidential
Information.
8. PROPRIETARY RIGHTS AND MATERIALS. All documents, memoranda, reports,
notebooks, correspondence, files, lists and other records, and the like,
designs, drawings, specifications, computer software and computer equipment,
computer printouts, computer disks, and all photocopies or other reproductions
thereof, affecting or relating to the business of the Company, which Employee
shall prepare, use, construct, observe, possess or control during the term
hereof ("Company Materials"), shall be and remain the sole
property of the Company. Upon termination of this Agreement, Employee shall
deliver promptly to the Company all such Company Materials.
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9. INVENTIONS AND DISCOVERIES. Employee hereby assigns to the Company
all of Employee's rights, title and interest in and to all inventions,
discoveries, processes, standards, procedures, designs and other intellectual
property (hereinafter collectively referred to as the "Inventions"), and all
improvements on existing Inventions, which, in either case, are made or
discovered by Employee during the Term of Employee's employment hereunder.
Promptly upon the making of any such Invention or improvement thereon, Employee
shall disclose the same to Company and shall execute and deliver to Company such
reasonable documents as Company may request to confirm the assignment of
Employee's rights therein and, if requested by Company, shall assist Company in
applying for and prosecuting any patents which may be available in respect
thereof.
10. REMEDIES.
10.1 INJUNCTIVE RELIEF. The Company and Employee recognize and
acknowledge that Employee is employed under this Agreement as an employee in a
position where Employee will be rendering personal services of a special,
unique, unusual and extraordinary character requiring extraordinary ingenuity
and effort by Employee. Employee hereby acknowledges that compliance with the
provisions of Sections 7, 8 and 9 of this Agreement (which shall survive the
termination of this Agreement in all respects) is necessary to protect the
goodwill and other proprietary interests of the Company and that the Company
would suffer continuing and irreparable injury which injury is not adequately
compensable in monetary damages or at law. Accordingly Employee agrees that the
Company, its successors and assigns may obtain injunctive relief against the
breach or threatened breach of the foregoing provisions, in addition to any
other legal remedies which may be available to it under this Agreement
(including money damages), and that any such breach or threatened breach may be
preliminarily enjoined by the Company without bond.
10.2 OTHER REMEDIES. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies by the Company
or Employee shall not constitute a waiver of the right to pursue other available
remedies.
10.3 ACCOUNTING FOR PROFITS. Employee covenants and agrees that if
he violates the provisions of Sections 7, 8 or 9, the Company shall be entitled
to an accounting and payment of all damages sustained by the Company as a result
of any such violation. These remedies shall be in addition and not in limitation
of any injunctive relief or other rights or remedies to which the Company is or
may be entitled at law, in equity or under this Agreement.
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10.4 ATTORNEYS' FEES. If litigation arises under this Agreement
between Company and Employee, the prevailing party in such litigation shall be
entitled to recover its reasonable attorneys' and paralegal's fees, court costs
and out-of-pocket litigation expenses from the non-prevailing party.
10.5 ARBITRATION. Any controversy or claim arising out of or
relating to this Agreement, except Sections 7, 8 and 9, shall be resolved by
arbitration in accordance with the Commercial Rules of the American Arbitration
Association then in effect. The decision of the arbitrator shall be final and
binding upon the parties hereto, and judgment upon the award rendered by the
arbitrator may be entered in any court of competent jurisdiction. There shall be
a single arbitrator, the situs of the arbitration shall be in the County of
Xxxx, State of Illinois, and the prevailing party (or parties) shall also
recover from the losing party (or parties) reasonable attorneys' fees and the
costs of arbitration as part of the judgment rendered.
10.6 CUMULATIVE REMEDIES. The remedies described in this Section 11
are in addition to and not in substitution for any other remedies available
under the law.
11. INDEMNIFICATION. The Company agrees to indemnify and hold Employee,
and his executors, heirs and assigns, harmless against all Litigation Charges in
respect of Covered Claims, each as hereafter defined. "Litigation Charges" shall
include, without limitation, damages, judgments, settlements and costs, costs of
investigation and attorney's fees and costs; provided, however, that the Company
shall not be obligated to pay fines or other obligations or fees imposed by law
or otherwise make any payments hereunder which it is prohibited by applicable
law from paying as indemnity or for any other reason. "Covered Claims" shall
mean all claims or actions which may be advanced, either originally or as a
counterclaim, (i) against Employee on account of any action taken by Employee on
behalf of or for the benefit of the Company, Rose or Rose & Associates, Inc., a
Delaware corporation ("Rose & Associates"), directly or indirectly, either under
the Sales Representation Agreement or in the course of his employment under this
Agreement or otherwise or (ii) by Employee against another person to recover
moneys owed to Employee or an affiliate of Employee by such other person which
such other person is refusing to pay due to any action taken or allegedly taken
by Employee on behalf of or for the benefit of the Company, Rose or Rose &
Associates, directly or indirectly, either under the Sales Representation
Agreement or in the course of his employment under this Agreement or otherwise.
"Covered Claims" shall not include any litigation in which Employee is convicted
of committing an illegal act based upon taking the action for which
indemnification is sought. The Company shall have no obligation to indemnify
Employee in any litigation, however, unless, prior to receiving any
indemnification respecting such litigation, Employee shall agree to remit to the
Company one-half (1/2) of any recovery received by Employee in such litigation.
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The Company shall indemnify Employee against any liability, loss, cost, expense
or damages sustained by him resulting from any claim by any person based on
injury to, death or other harm to any person or entity allegedly caused by any
defect in or breach of warranty relating to products and services offered,
distributed or sold by Company or any of its agents, employees, joint venturers,
affiliates, subsidiaries or other representatives prior to, during or after the
term of this Agreement. The Company's covenants hereunder shall survive the
termination of this Agreement. During the term of this Agreement, the Company
shall maintain such insurance coverages and capitalization as are reasonably
sufficient in accordance with industry standards to cover the risks and
liabilities which may be reasonably anticipated or inherent in the Company's
business or which may arise from the foreseeable use or misuse of its products
in the stream of commerce (and shall upon request furnish Employee with copies
of the certificates of insurance evidencing such coverage).
The Company shall pay indemnification provided for under this Section
11, including expenses and attorneys' fees and costs incurred by Employee in any
litigation, in advance of the final disposition of the proceeding if Employee
furnishes the Company a written affirmation of Employee's good faith belief that
he is entitled to be indemnified under this Agreement and undertakes in writing
to repay the advance to the extent that it is ultimately determined Employee is
not entitled to be indemnified by the Company. Such undertaking shall be an
unlimited general obligation of Employee but need not be secured. Advances
pursuant to this Section 11 shall be made no later than ten days after receipt
by the Company of the affirmation and undertaking described above, and shall be
made without regard to Employee's ability to repay the amount advanced and
without regard to Employee's ultimate entitlement to indemnification under this
Agreement. The Company may establish a trust, escrow account or other secured
funding source for the payment of advances made and to be made pursuant to this
Section 11.
12. SEVERABILITY. It is the desire of the parties that the provisions
and restrictions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies in each jurisdiction in which enforcement
might be sought. Thus, whenever possible, each provision or restriction of this
Agreement shall be interpreted in such manner as to be effective under
applicable law. If any section or portion of this Agreement or the application
thereof to any party or circumstance shall be prohibited by or invalid under
applicable law, the invalidity or unenforceability of that section or portion of
this Agreement shall not invalidate any other section or portion, nor shall it
affect the application of such section or portion to other parties or other
circumstances. If in any judicial proceeding, a court shall refuse to enforce
this Agreement, whether because the time limit is too long or because the
restrictions contained herein are more extensive (whether as to geographic area,
scope of business or otherwise) than is necessary to protect the business and
goodwill of the Company, it is expressly understood and agreed between the
parties hereto that this Agreement is deemed modified to the extent necessary to
permit this Agreement to be enforced in any such proceedings.
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13. CONTINUING OBLIGATIONS. Employee's obligations pursuant to Sections
7 and 8 of this Agreement and the rights and remedies of the Company hereunder
shall continue in effect beyond the term of this Agreement.
14. WAIVER OR MODIFICATION. No waiver or modification of this Agreement
or of any covenant, condition, or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged therewith.
Furthermore, no evidence of any modification or waiver shall be offered or
received as evidence in any litigation between the parties arising out of or
affecting this Agreement or the rights or obligations of any party hereunder,
unless such waiver or modification is in writing, duly executed as aforesaid.
The provisions of this section may not be waived except as herein set forth.
15. ENTIRE AGREEMENT. This written Agreement contains the sole and
entire agreement between the parties as to the matters contained herein, and
supersedes any and all other agreements between them. The parties acknowledge
and agree that neither of them has made any representation with respect to such
matters of this Agreement or any representations except as are specifically set
forth herein, and each party acknowledges that he or it has relied on his or its
own judgment in entering into this Agreement. The parties further acknowledge
that statements or representations that may have been heretofore made by either
of them to the other are void and of no effect and that neither of them has
relied thereon in connection with his or its dealing with the other.
16. CHOICE OF LAW. This Agreement and the performance hereunder and all
suits and special proceedings hereunder shall be construed in accordance with
the laws of the State of Illinois.
17. BINDING EFFECT OF AGREEMENT; ASSIGNMENT; MERGER; DISSOLUTION. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their heirs, successors, assigns and legal representatives. This Agreement
shall be construed as a contract for personal services by Employee to the
Company and shall not be assignable by Employee PROVIDED, HOWEVER, that any or
all of the rights of Employee hereunder may be assigned, in whole or in such
part as Employee may elect, to any entity with which Employee is affiliated or
associated as a significant shareholder, partner, officer or joint venturer
(either individually or through a related or controlled or controlling entity).
Upon written notification from Employee, the Company will pay to any of such
entities any moneys to which Employee is entitled hereunder. In the event of the
sale, merger or con solidation of the Company, Employee agrees that the Company
may assign its rights and obligations hereunder to its successor or purchaser,
but this Agreement shall not otherwise be assignable by the Company without the
prior written consent of Employee.
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18. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand or when mailed by certified registered
mail, return receipt requested, with postage prepaid to the current address of
the person to whom such notice is directed or to such other address as such
person may request in writing.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first written above.
"COMPANY"
CLARION HOUSE, INC.
a Nevada corporation
By:______________________________________
Xxxxx X. Xxxxxxxxx, President
By:______________________________________
Xxxx X. Xxxxxxx, CEO
"EMPLOYEE"
R. XXXXXXX XXXX, JR.
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EXHIBIT A
---------
Each of the undersigned shareholders of Clarion House, Inc., a Nevada
corporation ("Clarion"), agree, upon the request of R. Xxxxxxx Xxxx, Jr.
("Rose") to vote all of the shares of common stock, $.01 par value per share
("Stock") of Clarion owned by them, both now and in the future, to elect Rose to
the Board of Directors of Clarion at all times during the term of the Employment
Agreement between Clarion and Rose attached hereto. Each of the undersigned
further agrees, upon any transfer of their shares in a private transaction
(i.e., any transaction other than a public offering, sale under Rule 144 or
other transaction over-the-counter, through a dealer or on a securities
exchange) to require the transferee to execute a consent containing such
agreements.
INVEST L'INC. INVEST L'INC. BRIDGE FUND,
LLC
By:________________________ By:__________________________
Title:_____________________ Title:_______________________
Name:______________________ Name:________________________
APPORTUM CONSULTING CORP. ILP
By:________________________ By:__________________________
Title:_____________________ Title:_______________________
Name:______________________ Name:________________________
___________________________ _____________________________
Xxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxx
___________________________ XXXXXXXXXXX, XXXXX &
XXXXXX-
Xxxxxx X. Skandaleris LY, LLP
By:__________________________
Title:_______________________
Name:________________________
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