Exhibit 2.4
SETTLEMENT AGREEMENT
AMONG
THE PROVIDENCE SERVICE CORPORATION
AND
XXXXXXX XXXXXX,
XXXXXX XXXXXXX,
XXXXXXX XXXXXXX
AND
XXXXX XXXXX
--------------------------------------------------------------------------------
March 25, 1999
--------------------------------------------------------------------------------
SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is entered into this 25th day of
March, 1999 among The Providence Service Corporation, a Delaware corporation
("Providence"), and Xxxxxxx X. Xxxxxx ("Xx. Xxxxxx"), Xxxxxx Xxxxxxx ("Xx.
Xxxxxxx"), Xxxxxxx Xxxxxxx ("Xx. Xxxxxxx") and Xxxxx Xxxxx ("Xx. Xxxxx") in
their individual capacities (individually, a "Selling Stockholder" and
collectively, the "Selling Stockholders").
WHEREAS, pursuant to a Stock Purchase Agreement, dated as of November 26,
1997, among Providence, Family Preservation Services, Inc., a Virginia
corporation ("FPS"), and the Selling Stockholders (the "Stock Purchase
Agreement"; capitalized terms used herein but not otherwise defined shall have
the meanings set forth in the Stock Purchase Agreement), the Selling
Stockholders sold to Providence for the consideration set forth therein the FPS
Shares, constituting all of the issued and outstanding shares of capital stock
of FPS;
WHEREAS, Providence and the Selling Stockholders have a dispute with
respect to the alleged breach of Section 2.4 of the Stock Purchase Agreement in
connection with certain financial statements and financial information in
respect of FPS provided to Providence by the Selling Stockholders and certain
actions taken by certain of the Selling Stockholders in connection with their
efforts to comply with the last sentence of Section 2.10 of the Stock Purchase
Agreement (the "Claims"); and
WHEREAS, the parties mutually desire and agree, among other things, to
settle the Claims amicably without admitting or denying any fact or issue
related to the Claims and in full satisfaction of any indemnification
obligations of the Selling Stockholders related thereto;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Each of the Selling Stockholders shall retain the $1,570,000 aggregate
amount of cash paid to him or her, as the case may be, under Section 1.2.1 of
the Stock Purchase Agreement.
2. Each of the Selling Stockholders hereby forfeits all of his or her
rights and claims to receive any portion of the Deferred Payments of $500,000 as
set forth in Section 1.2.1 and Section 1.2.2 of the Stock Purchase Agreement.
3. Each of the Selling Stockholders hereby forfeits all of his or her
rights and claims to receive the Earn-Out Amount as set forth in Section 1.2.3
of the Stock Purchase Agreement.
4. Each of the Selling Stockholders hereby cancels the Promissory Note
issued to him or her, as the case may be, pursuant to Section 1.2 of the Stock
Purchase Agreement and hereby forfeits any rights or claims he or she may have
in respect thereof.
5. Each of the Selling Stockholders hereby forfeits the following number
of Buyer Shares:
Selling Stockholder Buyer Shares
------------------- ------------
Mr. Little 311,815
Xx. Xxxxxxx 41,300
Xx. Xxxxxxx 41,300
Xx. Xxxxx 18,585
---------
Total 413,000
Upon execution of this Agreement, each Selling Stockholder agrees that he
or she will promptly deliver to Providence (i) his or her stock certificate or
certificates (together with a stock power) for the full number of shares
delivered to him or her at the Closing (the "Returned Stock Certificates") and
(ii) his or her Promissory Note (together with a note power) delivered to him or
her at the Closing. Upon receipt of such Returned Stock Certificate and stock
power from each Selling Stockholder, Providence will reissue to each Selling
Stockholder in lieu of the Returned Stock Certificate, a stock certificate
evidencing the following number of Buyer Shares:
Selling Stockholder Buyer Shares
------------------- ------------
Mr. Little 132,125
Xx. Xxxxxxx 17,500
Xx. Xxxxxxx 17,500
Xx. Xxxxx 7,875
---------
Total 175,000
6. On the date hereof, Providence shall issue to each Selling Stockholder
a convertible promissory note, dated as of the date hereof (individually, a "New
Promissory Note" and collectively, the "New Promissory Notes"), each in the
following principal amounts: (i) Mr. Little: $457,500, (ii) Xx. Xxxxxxx:
$50,000, (iii) Xx. Xxxxxxx: $50,000 and (iv) Xx. Xxxxx: $22,500. The aggregate
principal amount of the New Promissory Notes shall equal $580,000. Each of
Providence and Mr. Little hereby acknowledges that $80,000 of the $457,500
principal amount payable to him under the New Promissory Note issued to him
constitutes full repayment and reimbursement of all loans or advances made to
FPS or any of its affiliates individually by Mr. Little (other than pursuant to
the Promissory Note cancelled by him pursuant to Section 4 hereof).
7. Section 5.1 of the Stock Purchase Agreement is hereby amended to
delete the final sentence thereof and replace it with the following:
2
The maximum limit for the indemnification by Sellers provided herein
shall not exceed the aggregate amount of: (i) cash received by Sellers
pursuant to the provisions of paragraphs 1.2.1 (cash portion thereof),
and (ii) the principal amount and accrued interest under each of the
Convertible Promissory Notes issued March 25, 1999 (the "New
Promissory Notes") to each Seller.
8. Each of the Selling Stockholders, hereby consents and agrees to the
following in connection with the Amended and Restated Stockholders Agreement,
dated as of October 14, 1998, among Providence and the stockholders party
thereto (as amended, modified or supplemented, the "Stockholders Agreement"):
(a) Each Selling Stockholder hereby agrees to execute a counterpart
to the Stockholders Agreement whereupon such person shall be
bound by the Stockholders Agreement with respect to the Buyer
Shares owned by such person and any Buyer Shares issuable upon
conversion of the New Promissory Note held by such person.
(b) Each Selling Stockholder hereby acknowledges that he or she is
not a Management Stockholder as defined in the Stockholders
Agreement.
(c) Each Selling Stockholder hereby acknowledges, that
notwithstanding Section 3 of the Stockholders Agreement, he or
she will, in the event of any Transfer (as such term is defined
in the Stockholders Agreement) of his or her Buyer Shares, cause
such transferee to execute and deliver to Providence a
counterpart to the Stockholders Agreement whereupon such
transferee shall be bound by the Stockholders Agreement, and
cause any such transferee to agree in writing to cause his, her
or its transferee to agree to execute such a counterpart in the
event he, she or it elects to effect a Transfer (as such term is
defined in the Stockholders Agreement).
(d) Each of the Selling Stockholders hereby agrees to waive any and
all of his or her rights under Section 2 (Election of Directors;
Voting), Section 3 (Future Stockholders), Section 4 (Limitations
on Transfers), Section 5 (Co-Sale) and Section 6 (First Offer
Rights to the Stockholders) of the Stockholders Agreement in
connection with (i) the execution of a management services
agreement with Rio Grande Behavioral Health Services, Inc. ("Rio
Grande") or any of its affiliates, (ii) the issuance of Equity
Securities to Rio Grande or any of its affiliates, (iii) the
financing of any transactions effected in connection with such
management services agreement (including the issuance of Equity
Securities to any person providing such financing) and (iv) any
transaction Providence may enter into in connection with such
management services agreement.
3
9. Providence hereby agrees to pay an amount equal to $10,000 to the
Selling Stockholders as reimbursement for their attorneys' fees and expenses.
10. Except as expressly provided herein, Providence hereby agrees the
Non-Competition and Non-Solicitation Agreement, dated as of November 26, 1997,
among Providence, FPS and Mr. Little (the "Non-Competition Agreement") will
remain in full force and effect in accordance with its terms. Providence and Mr.
Little hereby acknowledge that for purposes of the Non-Competition Agreement,
the Termination Date (as such term is defined in the Non-Competition Agreement)
shall be deemed to be May 1, 1998. Mr. Little hereby acknowledges and agrees
that as of the date hereof, eight (8) monthly payments of $8,191.78 remain to be
paid, of which the last payment shall be on November 26, 1999. Mr. Little
acknowledges and agrees that such payments shall be deemed to be in full
satisfaction of all of the Company's obligations under Section 4 of the
Non-Competition Agreement.
11. Providence hereby agrees to provide the Selling Stockholders'
accountants with commercially reasonable access during regular business hours
(upon two (2) days written notice) to FPS financial records necessary for the
completion and filing of federal and state tax returns of FPS for 1997 and for
any amended tax returns for the fiscal years prior to 1997. Such financial
records shall be made available to the Selling Stockholders' accountants at the
Xxxxxx Center, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxxxxxx, Xxxxxxxx 00000.
12. Providence and each of the Selling Stockholders hereby agree that each
of the forfeitures, cancellations, issuances and payments to be made pursuant to
paragraphs 2, 3, 4, 5, 6 and 9 hereof shall be deemed to be an adjustment to the
purchase price of FPS Shares originally paid to the Selling Stockholders by
Providence on November 26, 1997 pursuant to the Stock Purchase Agreement.
13. Mr. Little hereby acknowledges that he is not a director or an officer
of either Providence, FPS, or any of their affiliates, and in the event that he
is deemed to be a director or officer, hereby resigns all such positions,
effective immediately.
14. Providence, along with and for its predecessors, successors, agents,
employees, shareholders, members, parent and subsidiary companies, affiliated
companies, affiliated partnerships, officers, directors, and assigns
(collectively, the "Releasors"), hereby releases and forever discharges each
Selling Stockholder, together with his or her respective successors, heirs,
executors, personal representatives and assigns (collectively, the "Releasees"),
of and from any claim, demand, action, suit, proceeding, investigation, cause of
action, litigation or judgment arising out of or in connection with each
Releasee's obligations to any Releasor under the Claims and any and all matters,
including any actual or potential claims related to the Claims; and any and all
manner of claims, demands, actions, causes of actions, suits, judgments, debts,
sums of money, damages and demands whatsoever, relating to the Claims from the
beginning of the world to the date hereof (the "Released Claims"). The Releasors
covenant that they will not make, assert or maintain against any of the
Releasees any claim, demand, action, suit or proceeding for the Released Claims.
4
15. Each Selling Stockholder, along with and for his or her respective
successors, heirs, executors, personal representatives and assigns
(collectively, the "Selling Stockholder Releasors"), hereby releases and forever
discharges Providence, FPS, and EOS Partners SBIC, L.P., together with their
respective predecessors, successors, agents, employees, shareholders, partners,
members, parent and subsidiary companies and partnerships, affiliated companies
or limited liability companies, affiliated partnerships, officers, directors,
and assigns (collectively, the "Providence Releasees"), of and from any claim,
demand, action, suit, proceeding, investigation, cause of action, litigation or
judgment arising out of or in connection with (i) Sections 1.2.1 (other than the
right to retain the $1,570,000 cash referenced in Section 1 hereof), 1.2.2 and
1.2.3 of the Stock Purchase Agreement, the Promissory Notes and all loans or
advances made to FPS or any of its affiliates individually by Mr. Little, and
any and all matters, including any actual or potential claims related thereto;
and any and all manner of claims, demands, actions, causes of action, suits,
judgments, debts, sums of money, damages and demands whatsoever, relating
thereto from the beginning of the world to the date hereof and (ii) the Amended
and Restated Stockholders Agreement, dated as of October 14, 1998 (as amended),
among The Providence Service Corporation and the stockholders party thereto, and
any and all matters, including any actual or potential claims related thereto;
and any and all manner of claims, demands, actions, causes of action, suits,
judgments, debts, sums of money, damages and demands whatsoever, relating
thereto from the beginning of the world to the date hereof (collectively, the
"Selling Stockholder Released Claims"). The Selling Stockholder Releasors
covenant that they will not make, assert or maintain against any of the
Providence Releasees any claim, demand, action, suit or proceeding for the
Selling Stockholder Released Claims.
16. Except as otherwise provided in this Section 16, the parties hereto
each agree that he, she or it shall not, and shall cause any of their respective
affiliates not to, (i) disclose the existence, terms or contents of this
Agreement to anyone (except their respective attorneys, accountants or financing
sources after apprising such persons of the confidential nature thereof or as
shall be required by law) without obtaining the prior written consent of, in the
case of the Releasees, Providence, and in the case of the Releasors, Mr. Little,
which consent shall not be unreasonably withheld or (ii) disparage (whether
orally, in writing or otherwise) the other parties hereto. In the event that any
of the Releasees or Releasors is required by subpoena or order, judgment or
decree of a court of competent jurisdiction or similar adjudicatory tribunal to
disclose the existence, terms or contents of this Agreement, the Releasees or
Releasors (as applicable) shall, prior to such disclosure, promptly notify, in
the case of the Releasees, Providence, and in the case of the Releasors, Mr.
Little, thereof in writing to enable Providence or Mr. Little (as applicable)
the opportunity to seek a protective order or other appropriate remedy. The
Releasors and Releasees (as applicable) shall cooperate and use their reasonable
efforts to assist Providence or Mr. Little (as applicable) in obtaining such
protective order or other appropriate remedy. The Releasees expressly consent to
the disclosure of the existence, terms or contents of this Agreement to the
extent required, in the reasonable judgment of the Releasors, by the federal,
state, or foreign securities laws, or in connection with any offering document
or registration statement distributed in connection with any financing by the
Releasors and to any oral disclosure that the Releasors conclude is necessary in
connection with any oral presentation or other marketing efforts relating to any
offering by the Releasors or any affiliate of its respective equity or debt
securities. The Releasors and the Releasees expressly consent to
5
the disclosure of the existence, terms and contents of this Agreement to the
extent required, in the reasonable judgment of the Releasees or Releasors, as
the case may be, to the federal and state tax authorities.
17. Each Selling Stockholder jointly and severally represents and
warrants to Providence that each such party has all requisite power and
authority to execute, deliver and perform this Agreement and the transactions
contemplated hereby; this Agreement constitutes a legal, valid and binding
obligation of each such party, enforceable in accordance with the terms set
forth herein; that the execution, delivery and performance of this Agreement,
the consummation of the transactions contemplated hereby and the compliance by
each such person with the provisions hereof will not violate or conflict with
any law, rule, regulation, contract or other instrument by which he or she or
any of his or her assets are bound; and that no consent, approval or
authorization of, or declaration to or filing with, any person is required for
the valid authorization, execution and delivery by such party of this Agreement
or for the consummation of the transactions contemplated hereby which has not
been obtained prior to the date hereof.
18. Providence represents and warrants to the Selling Stockholders that
it has all requisite corporate power and authority to execute, deliver and
perform this Agreement and the transactions contemplated hereby; that the
execution, delivery and performance of this Agreement by it has been duly
authorized by all requisite corporate action, and that this Agreement
constitutes a legal, valid and binding obligation of it, enforceable against it
in accordance with the terms set forth herein; that its execution, delivery and
performance of this Agreement, the consummation of the transactions contemplated
hereby and its compliance with the provisions hereof will not violate any
provision of its articles or certificate of incorporation or bylaws or conflict
with any law, rule, regulation, contract or other instrument by which it or any
of its assets is bound; and that no consent, approval or authorization of, or
declaration to or filing with, any person is required for the valid
authorization, execution and delivery by it of this Agreement or for its
consummation of the transactions contemplated hereby which has not been obtained
prior to the date hereof.
19. All questions concerning the construction, interpretation and
validity of this Agreement shall be governed by, enforced and construed in
accordance with the laws of the State of Arizona without giving effect to any
choice or conflict of law, provision or rule (whether in the State of Arizona or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Arizona. In furtherance of the foregoing,
the internal law of the State of Arizona will control the interpretation and
construction of this Agreement, even if under such jurisdiction's choice of law
or conflict of law analysis, the substantive law of some other jurisdiction
would ordinarily apply. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER,
OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF
ARIZONA OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA
(TUCSON, DIVISION). THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF ARIZONA AND OF THE
6
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA (TUCSON, DIVISION) FOR
THE PURPOSE OF SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE
BOUND BY ANY FINAL AND NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE PARTIES FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF ARIZONA. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE
OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER
MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL
PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO SUCH PARTY OR SUCH
PARTY'S PROPERTY, SUCH PARTY, TO THE EXTENT PERMITTED BY LAW, HEREBY IRREVOCABLY
WAIVES SUCH IMMUNITY IN RESPECT OF SUCH PARTY'S OBLIGATIONS.
20. This Agreement may only be amended pursuant to an instrument signed
by the parties hereto. The waiver by Providence or the Selling Stockholders of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach of such provision or any breach of any other
provision.
21. All the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of Providence and the Selling Stockholders and
their respective heirs, executors, personal representatives, successors and
assigns.
22. This Agreement constitutes the entire understanding and agreement
between the parties hereto concerning the subject matter hereof, subject to
Section 10 and Section 26 (in so far as such sections provide that certain
agreements shall remain in full force and effect). All negotiations between the
parties hereto are merged into this Agreement, and there are no representations,
warranties, covenants, understandings or agreements, oral or otherwise, in
relation thereto between the parties other than those incorporated herein and to
be delivered hereunder.
23. The language used in this Agreement shall be deemed to be the
language chosen by the parties hereto to express their mutual intent and no rule
of strict construction shall be applied against any party.
24. This Agreement is entered into as a full compromise and settlement
of disputed claims and potential claims. The Selling Stockholders, by their
willingness to enter into this Agreement, are not admitting and, in fact,
expressly deny, that they are or may be liable to any person or entity for such
claims or potential claims. Providence, by its willingness to enter this
Agreement, is not admitting that it is not entitled to more and greater recovery
from the Selling
7
Stockholders or any other person or entity for matters related to such claims.
25. THE PARTIES HERETO ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN
NEGOTIATED AND AGREED UPON WITH A FULL UNDERSTANDING OF THE TERMS OF THIS
AGREEMENT AND EACH PARTY HAS HAD THE FULL OPPORTUNITY TO SEEK AND TO BE FULLY
ADVISED BY COMPETENT COUNSEL OF HIS, HER OR ITS CHOICE.
26. Except as expressly provided herein, nothing in this Agreement
should be construed in any way as altering the terms of the Stock Purchase
Agreement, which remains in full force and effect.
8
27. In any legal action concerning the rights or obligations of the
parties under this Agreement, the prevailing party (or parties) in such legal
action shall be entitled to recover his, her or its costs and reasonable
attorney's fees.
THE PROVIDENCE SERVICE
CORPORATION
By: /s/ Xxxxxxxx McKusher
-------------------------
Name: Xxxxxxxx McKusher
-----------------
Title: CEO
9
STATE OF Arizona
----------------------)
ss
CITY/COUNTY OF PIMA
----------------)
On the 19th day of March 1999, before me appeared the person
executing the foregoing instrument, as proved to me to be on the basis of
satisfactory evidence the person who executed the foregoing instrument as an
officer of The Providence Service Corporation, the corporation signatory to such
instrument, who being by me duly sworn, did depose and say that he/she is an
officer of said corporation which executed the foregoing instrument; that said
instrument is signed on behalf of such corporation; and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
/s/ Xxxxx X. Xxxx
--------------------------
Notary Public
[SEAL]
OFFICIAL SEAL
XXXXX X. XXXX
NOTARY PUBLIC, ARIZONA
PMIA COUNTY
My Comm. Expires Oct. 5, 2001
10
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
11
STATE OF Virginia )
----------------------------
ss
CITY/COUNTY OF Fredericksburg )
---------------------
On the 25 day of March 1999, before me appeared the person executing the
foregoing instrument, as proved to me to be on the basis of satisfactory
evidence the person who executed the foregoing instrument as Xxxxxxx X. Xxxxxx,
a signatory to such instrument, who being by me duly sworn, did depose and say
that he is such person who executed the foregoing instrument.
/s/
---------------------------
Notary Public
[SEAL]
My commission expires: 9-30-2002
---------------
12
XXXXXX XXXXXXX
/s/ Xxxxxx Xxxxxxx
---------------------------
13
STATE OF Virginia )
----------------------------
ss
CITY/COUNTY OF Fredericksburg )
---------------------
On the 25 day of March 1999, before me appeared the person executing the
foregoing instrument, as proved to me to be on the basis of satisfactory
evidence the person who executed the foregoing instrument as Xxxxxx Xxxxxxx, a
signatory to such instrument, who being by me duly sworn, did depose and say
that he is such person who executed the foregoing instrument.
/s/
---------------------------
Notary Public
[SEAL]
My commission expires: 9-30-2002
---------------
14
XXXXXXX XXXXXXX
/s/ Xxxxxxx Xxxxxxx
---------------------------
15
STATE OF Virginia )
----------------------------
ss
CITY/COUNTY OF Fredericksburg )
---------------------
On the 25 day of March 1999, before me appeared the person executing
the foregoing instrument, as proved to me to be on the basis of satisfactory
evidence the person who executed the foregoing instrument as Xxxxxxx Xxxxxxx, a
signatory to such instrument, who being by me duly sworn, did depose and say
that she is such person who executed the foregoing instrument.
/s/
---------------------
Notary Public
[SEAL]
My commission expires: 9-30-2002
---------------------
16
XXXXX XXXXX
/s/ Xxxxx Xxxxx
---------------------
17
STATE OF Virginia )
----------------------------
ss
CITY/COUNTY OF Fredericksburg )
---------------------
On the 25 day of March 1999, before me appeared the person executing
the foregoing instrument, as proved to me to be on the basis of satisfactory
evidence the person who executed the foregoing instrument as Xxxxx Xxxxx, a
signatory to such instrument, who being by me duly sworn, did depose and say
that she is such person who executed the foregoing instrument.
/s/
----------------------
Notary Public
[SEAL]
My commission expires: 9-30-2002
---------------------
18
The undersigned, being a party to the Stock Purchase Agreement, hereby
agrees to and acknowledges the foregoing Agreement.
FAMILY PRESERVATION SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: President
19
STATE OF Va )
------------------------------
ss
CITY/COUNTY OF Spot )
-----------------------
On the 25 day of March 1999, before me appeared the person executing
the foregoing instrument, as proved to me to be on the basis of satisfactory
evidence the person who executed the foregoing instrument as an officer of
Family Preservation Services, Inc., the corporation signatory to such
instrument, who being by me duly sworn, did depose and say that he/she is an
officer of said corporation which executed the foregoing instrument; that said
instrument is signed on behalf of such corporation; and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
/s/
-------------------------
Notary Public
[SEAL]
My commission expires: January 31, 2000
-----------------------
20
