EXHIBIT 10.48
EXCLUSIVE MANUFACTURING
AND
SALES AGREEMENT
This Exclusive Manufacturing and Sales Agreement ("Agreement") is made and
entered into as of September 16, 1997, by and between ELECTRONIC SIGN
CORPORATION d/b/a AD ART, a California corporation ("Manufacturer"), and XXX
XXXX INDUSTRIES, INC., a Florida corporation ("DBI").
RECITALS:
A. Manufacturer is engaged in the business of designing, manufacturing,
assembling, selling and installing electronic wedge based display systems ("Ad
Art Display Systems") throughout the world;
B. DBI is engaged in the business of assembling, selling, installing and
operating electronic display systems, including black and white and four-color
animated light bulb display systems ("Display Systems");
C. DBI desires to purchase from Manufacturer various components of
Manufacturer's Ad Art Display Systems for the purpose of assembling such
components, together along with other materials, in Display Systems to be sold
by DBI in the Exclusive Territory (as hereinafter defined) and in the Non-
Exclusive Territory (as hereinafter defined); and
D. In consideration of the agreement of DBI to purchase components from
Manufacturer, Manufacturer is willing to grant to DBI the exclusive right to
market Display Systems utilizing Manufacturer's Components in the Exclusive
Territory, and certain non-exclusive rights to market Display Systems utilizing
Manufacturer's Components in the Non-Exclusive Territory, all on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Manufacturer and DBI hereby agree
as follows:
1. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the
following terms shall have the following meanings:
1.1 "AFFILIATE" of a Person means any other Person that directly or
indirectly, through one or more intermediaries, Controls, is Controlled by or is
under common Control with such Person.
1.2 "COMPONENTS" means Modules containing lamps (points) of which there
are 256 in the 1-inch configuration, 64 in the one and 1/2-inch configuration,
and 64 in the 2-inch configuration. "Modules" means and include the following:
Software
Cabling - Jumpers
Cabinet Supports
Louvers
Lenses
Circuit Boards
Lamps
DIC Card
Transformers
1.3 (A) "CONTROL" (and "CONTROLS" and "CONTROLLED") means (a) the
ownership of more than 50% of the voting securities or other voting interests of
another Person, or (b) the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of another Person.
1.4 "DIRECT MARKETING" means the marketing, solicitation and sale of a
product or service directly by the manufacturer of such product or the provider
of such service, including solicitation by direct mail, but excluding the
marketing, solicitation and sale or rental directly or indirectly through any
distributor, sales agent, sales representative or other Person.
1.5 "EXCLUSIVE TERRITORY" means the states of Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee.
1.6 "GAMING INDUSTRY" means all businesses engaged in legalized gambling
activities, including without limitation casinos.
1.7 "NON-EXCLUSIVE TERRITORY" means all other states in the United States
other than the Exclusive Territory and all other countries and territories,
worldwide.
1.8 "PERSON" means an individual, corporation, partnership, limited
liability company, firm, joint venture, association, joint stock company, trust,
estate or unincorporated organization, and any federal, state or municipal
government or any political subdivision thereof, any court, commission, board,
bureau, agency or instrumentality
exercising executive, legislative, judicial, regulatory or administrative
functions or authority, and any other type of entity or organization.
1.9 "SPORTS INDUSTRY" means all businesses engaged in the ownership and/or
operation of individual and team sports stadiums and indoor arenas, but
specifically does not include motor speedways and other facilities related to
auto racing or other motor sports racing activities.
2. SALE AND PURCHASE OF COMPONENTS. DBI shall pay Manufacturer to manufacture
and deliver Components to DBI, and Manufacturer shall manufacture and deliver
such Components to DBI, as follows:
2.1 OUTPUT REQUIREMENTS. Manufacturer shall manufacture and sell to DBI,
on the terms hereinafter set forth, all Components required by DBI for Display
Systems to be offered for sale by DBI in the Exclusive Territory and the Non-
Exclusive Territory.
2.2 COMPONENT PRICING. The purchase price to be paid by DBI to
Manufacturer for Components ordered by DBI under this Agreement shall be as
follows:
1" (5 watt) .................$3.50 per each lamp
1 1/2" (5 watt) ...............$4.25 per each lamp
1 1/2" (8 watt) ...............$Price TBD
2" ............................$6.50 per each lamp
Manufacturer shall have the right to adjust the above Component prices on an
annual basis by a percentage equal to the annual percentage increase, if any, in
the Consumer Price Index as customarily measured.
2.3 PRODUCT REQUIREMENTS. DBI shall notify Manufacturer in writing from
time to time of the quantity and types of Components which DBI desires
Manufacturer to manufacture, by presenting Manufacturer with DBI's purchase
order within a reasonable time prior to the date on which DBI wishes to take
delivery of the Components so ordered. All such Components shall be ETL approved
or approved by a comparable testing laboratory.
2.4 DELIVERY OF COMPONENTS. Unless otherwise agreed in writing by DBI, all
Components and products and services ordered by DBI from Manufacturer under this
Agreement shall be delivered or furnished by Manufacturer to DBI, F.O.B.
Stockton, California, within 30 days following Manufacturer's receipt of DBI's
purchase order as provided in Section 2.3 hereof.
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2.5 MARKETING MATERIALS. Each of DBI and/or Manufacturer may develop at
its own expense sale and marketing materials. However, in the event DBI desires
to use marketing materials developed by Manufacturer, or in the event
Manufacturer desires to use marketing materials developed by DBI, the party
producing such marketing materials shall be reimbursed by the other party 50% of
all direct costs associated with the development of such marketing materials,
and the other party shall pay all reproduction costs associated with its use of
such marketing materials. DBI shall submit all advertising and marketing
materials to be utilized by DBI under this Agreement to Manufacturer for
Manufacturer's approval prior to DBI's use of such materials. Unless
Manufacturer delivers written notice of any objections to such materials to DBI
within five (5) business days after delivery of such materials by DBI to
Manufacturer, Manufacturer will be deemed to have approved the use of such
materials.
2.6 TAXES AND DUTIES. Any and all federal, state or municipal excise,
sales, service or use taxes or fees or customs duties now or hereafter payable
in respect of any materials or services furnished or provided by Manufacturer to
DBI under this Agreement shall be the sole obligation of and shall be paid by
DBI, except as may be otherwise specified in this Agreement. Notwithstanding the
foregoing, DBI shall not be obligated to pay any taxes of any nature based on
income earned by Manufacturer on the sale of materials and services under this
Agreement.
2.7 PERMITS AND LICENSES. DBI, at its sole cost and expense, shall obtain
all permits and licenses necessary for the shipment and installation of any and
all Components purchased by DBI pursuant to this Agreement. Manufacturer shall
cooperate with DBI in obtaining all such permits and licenses, including without
limitation the supplying by Manufacturer to DBI of engineering drawings,
electrical and computer specifications (as required), artwork and other items as
DBI may reasonably request in order to obtain such permits or licenses.
2.8 WARRANTIES.
(a) Manufacturer shall warrant to DBI, and DBI shall have the right
to pass such warranty on to its customers, that each Component manufactured
pursuant to the terms of this Agreement will be free from defects in materials
and workmanship for a period of one (1) year following the date of installation
by DBI of the Display System containing such Component. Manufacturer's liability
under such warranty shall be limited to the replacement or repair of defective
Components, to be performed at Manufacturer's production facility in Stockton,
California. Defective Component parts will be shipped by DBI at the expense of
DBI to Manufacturer in Stockton, California. Replacement or repaired Component
parts will be shipped by Manufacturer at its expense (excluding applicable
customs duties) using the same method of shipment used by DBI, to a site
designated by DBI. Repaired parts or replacements will be returned by
Manufacturer to DBI in 10 days or less.
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(b) Manufacturer represents and warrants to DBI that each Component
manufactured and delivered to DBI under this Agreement will not infringe upon
patent, trademark, trade name, service xxxx, copyright or other intellectual
property of any other Person.
2.9 DEVELOPMENT OF HARDWARE AND SOFTWARE. In the course of manufacturing
Components and designing Display Systems for DBI, Manufacturer will cooperate
with DBI in the acquisition or development of any specialized hardware or
software to be incorporated in such Display Systems that is not already
manufactured by Manufacturer; provided, however, that DBI shall reimburse
Manufacturer for any design related expenses incurred by Manufacturer in
connection with the development of any such specialized hardware or software,
and Manufacturer shall use its best efforts to conform Display Systems assembled
and sold to DBI to the instructions and specifications of DBI. Any and all
improvements, inventions and know-how, patentable or unpatentable, which may
developed in connection with this Agreement shall be the property of the party
bearing the substantial part of the design-related costs in developing same.
2.10 NEW MANUFACTURER PRODUCTS. In the event Manufacturer develops
new Display Systems products, components or technologies in the course of its
business, such new display systems, components and technologies shall be deemed
to be, and be included in the definition of, "Components" under this Agreement
and, provided Manufacturer and DBI are able to agree as to the price payable by
DBI for such new display systems, components or technology, DBI shall have all
rights with respect thereto as "Component" under this Agreement.
3. EXCLUSIVE TERRITORY AND NON-EXCLUSIVE TERRITORY.
3.1 EXCLUSIVE TERRITORY. Manufacturer hereby designates DBI as
Manufacturer's exclusive distributor of Ad Art Display Systems in the Exclusive
Territory and, while this Agreement is in effect, neither Manufacturer nor any
of its Affiliates shall, directly or indirectly, (a) market or distribute (for
sale or rental) any Ad Art Display Systems or any Components in the Exclusive
Territory, or (b) engage, appoint or otherwise use any distributor, sales agent
or sales representative to directly or indirectly market or distribute (for sale
or rental) any Ad Art Display Systems or any Components to any Person that
Manufacturer knows or reasonably should know intends to sell, rent or otherwise
distribute such Ad Art Display System or Component in the Exclusive Territory.
Notwithstanding the foregoing, Manufacturer shall have the right to sell, rent
or otherwise distribute, by Direct Marketing only, Ad Art Display Systems within
the Exclusive Territory to the Gaming Industry and the Sports Industry.
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3.2 SALES OF OTHER WEDGE-BASED SYSTEMS.
(a) Except as otherwise provided in subpart (b) herein, during the
term of this Agreement DBI shall not submit any proposal to any account or
potential account in the Exclusive Territory for the sale, lease or other
distribution of a Display System containing wedge-based components other than
Components of Manufacturer.
(b) With respect to proposals made to accounts in the Non-Exclusive
Territory, DBI shall first offer only Display Systems containing Manufacturer's
Components. However, if Manufacturer does not provide its approval of a
proposal to an account in the Non-Exclusive Territory (as required pursuant to
Section 3.3), DBI shall then have the right offer to such account a Display
System containing components other than those of Manufacturer, including without
limitation those developed by DBI. DBI shall also have the right to offer
Display Systems containing wedge-based components other than those of
Manufacturer to any account in the Gaming Industry or the Sports Industry within
the Exclusive Territory that is not deemed a Protected Account under Section 3.2
hereof and thus is an account for which DBI and Manufacturer are in competition.
4. TERM OF AGREEMENT; TERMINATION.
4.1 TERM. This Agreement shall remain in effect for a term of five (5)
years from the date hereof, and shall automatically be renewed thereafter for
successive one-year terms unless either party provides written notice to the
other party of its intent not to renew, not less than 90 days prior to the
expiration of the initial term or any renewal term.
4.2 TERMINATION. This Agreement may be terminated prior to the expiration
of the initial term or any renewal term only as follows:
(a) At any time by mutual written agreement of the parties.
(b) By either party upon 12 months' prior written notice to the other
party.
(c) By Manufacturer, in the event DBI fails to perform any of its
obligations under this Agreement and such nonperformance is not remedied or
otherwise cured to the satisfaction of Manufacturer within 30 days following
written notice from Manufacturer to DBI setting forth the nature of such
nonperformance and the actions required to be taken by DBI to remedy or cure
such nonperformance.
(d) By DBI, in the event that Manufacture fails to perform any of its
obligations under this Agreement and such nonperformance is not remedied or
otherwise cured to the satisfaction of DBI within 30 days following written
notice from DBI to
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Manufacturer setting forth the nature of such nonperformance and the actions
required to be taken by Manufacturer to remedy or cure such nonperformance.
5. INDEMNIFICATION.
5.1 INDEMNIFICATION BY DBI. DBI shall indemnify, defend and hold harmless
Manufacturer and each of its Affiliates and their respective shareholders,
directors, officers, employees and agents from and against any and all claims,
liabilities, loss, damage and expense, including without limitation reasonable
attorneys' fees and costs, arising out of or in connection with:
(a) any actual or alleged breach by DBI of any representation or
warranty made by DBI in this Agreement;
(b) any actual or alleged breach, default or nonperformance by DBI of
any of its covenants and obligations contained in this Agreement; or
(c) subject to the warranty obligations of Manufacturer set forth in
Section 2.8 above, claims by third parties for consequential or other damages
relating to delays, defects or other problems caused or created by (i) DBI in
the assembly of Components into Display Systems sold or leased by DBI, or (ii)
defects in design or manufacture of Components resulting solely from written
instructions by DBI to Manufacturer.
5.2 INDEMNIFICATION BY MANUFACTURER. Manufacturer shall indemnify, defend
and hold harmless DBI and each of its Affiliates and their respective
shareholders, directors, officers, employees and agents from and against any and
all claims, liabilities, loss, damage and expense, including without limitation
reasonable attorneys' fees and costs, arising out of or in connection with:
(a) any actual or alleged breach by Manufacturer of any
representation or warranty made by Manufacturer in this Agreement; or
(b) any actual or alleged breach, default or nonperformance by
Manufacturer of any of its covenants and obligations contained in this
Agreement; or
(c) any claims by third-parties for consequential or other damages
caused or created as the result of defects in design or manufacture of
Components by Manufacturer; provided, however, Manufacturer shall not be
required to indemnify DBI or any of its Affiliates from any defects in design or
manufacture of Components caused by, or as the result of any action or omission
on the part of, DBI or any of its employees or agents.
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5.3 THIRD PARTY CLAIMS. Any party claiming indemnity hereunder
("Indemnified Party") shall give the party against whom indemnity is sought
("Indemnifying Party") prompt written notice after obtaining knowledge of any
claim or the existence of facts as to which recovery may be sought from the
Indemnifying Party because of the indemnity provisions set forth in this Article
5. If such claim for indemnity arises in connection with a legal action
instituted by a third party ("Third Party Claim"), the Indemnified Party hereby
agrees that, within five (5) business days after it is served with notice of the
assertion of any Third Party Claim for which it may seek indemnity hereunder,
the Indemnified Party will notify the Indemnifying Party in writing of such
Third Party Claim.
The Indemnifying Party shall, within five (5) business days after the date
that the Indemnified Party gives notice of a claim (whether a Third Party Claim
or otherwise) as provided above, notify the Indemnified Party whether it accepts
or contests its obligation of indemnity hereunder as claimed by the Indemnified
Party.
If the claim for indemnity arises in connection with a Third Party Claim
and the Indemnifying Party accepts its indemnity obligation hereunder, the
Indemnifying Party shall have the right, after conceding in writing its
obligation of indemnity hereunder, to conduct the defense of such action at its
sole expense through counsel reasonably acceptable to the Indemnified Party. The
Indemnified Party shall cooperate in such defense is reasonably necessary to
enable the Indemnifying Party to conduct its defense, including providing the
Indemnifying Party with reasonable access to such records as may be relevant to
its defense. The Indemnifying Party shall be entitled to settle any such Third
Party Claim without the prior written consent of the Indemnified Party provided
that the Indemnifying Party provides the Indemnified Party with reasonable
assurances that the Indemnified Party will be fully indemnified by the
Indemnifying Party in connection with any such Third Party Claim. The
Indemnified Party shall be entitled to retain its own counsel at its own expense
in connection with any Third Party Claim that the Indemnifying Party has elected
to defend. If the Indemnifying Party accepts its indemnity obligations hereunder
in connection with a Third Party Claim but elects not to conduct the defense
thereof, the Indemnified Party may defend and/or settle such Third Party Claim
and shall be entitled to be indemnified for the full amount of such claim and
all costs and expenses, including attorneys' fees, incurred in connection
therewith pursuant to this Article 5.
If the claim for indemnity arises in connection with a Third Party Claim
and the Indemnifying Party contests or does not accept its indemnity obligation
hereunder, the Indemnified Party shall have the right to defend and/or settle
such Third Party Claim and thereafter seek indemnity from the Indemnifying Party
pursuant to this Article 5; provided, however, that the Indemnified Party shall
not settle any such claim without the prior written consent of the Indemnifying
Party, which consent shall not be unreasonably withheld.
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6. CONFIDENTIALITY. Except as otherwise agreed in writing signed by both
parties, neither DBI nor Manufacturer shall, or permit their Affiliates or their
respective shareholders, directors, officers, employees and agents to, divulge,
disclose, or otherwise communicate directly or indirectly, for any purpose or
for the benefit of any other Person, any confidential or proprietary information
relating to either of their respective businesses, products or services, except
as may reasonably be necessary for the installation, operation, maintenance and
repair of Display Systems utilizing Manufacturer's Components, provided that
each Person receiving such confidential or proprietary information for such
limited purpose shall agree in writing to be bound by the provisions of this
Article 6. Each party acknowledges that confidential and proprietary
information shall not include any: (a) information which is or becomes part of
the public domain through no fault of the other party hereto or any of its
Affiliates; or (b) information required to be disclosed by judicial action,
provided that immediately after either party receives notice of such judicial
action, it notifies the other party in writing of such action so as to give such
other party the opportunity to seek legal remedies to maintain the confidential
or proprietary aspects of such information to the extent permitted under
applicable law. Notwithstanding the foregoing, Manufacturer shall supply to DBI
with each Component manufactured hereunder, sufficient technical documentation
and information and other materials to enable DBI to install and make repairs at
the site of each Display System assembled and distributed by Xxxx under this
Agreement.
7. GENERAL PROVISIONS.
7.1 AMENDMENT; WAIVER. This Agreement may not be amended, nor may any
obligation of either party hereunder be waived, except by an instrument in
writing signed on behalf of each of the parties hereto. The waiver of any
condition or of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any other condition or any other provision or
subsequent breach.
7.2 INJUNCTIVE RELIEF; REMEDIES CUMULATIVE. The parties acknowledge that
monetary damages may not be an adequate remedy for any breach or nonperformance
under this Agreement and, accordingly, in the event of a breach or threatened
breach by one of the parties under this Agreement, the other party shall have
the right to obtain temporary and permanent injunctive relief against any such
breach or threatened breach without the showing of irreparable harm or that such
party's remedies at law are inadequate. All rights and remedies of any party to
this Agreement shall be cumulative and concurrent and may be exercised
singularly, successively or concurrently, at the sole discretion of such party
and may be exercised as often as occasion therefor may exist.
7.3 ARBITRATION. The parties shall resolve any disputes arising out of or
related to this Agreement through binding arbitration conducted in accordance
with the rules and regulations of the American Arbitration Association. The
arbitrator shall have the power to
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award monetary damages, equitable relief, attorneys' fees and costs, and to
order either or both parties to take or refrain from taking certain actions
required or prohibited by this Agreement. Notwithstanding the foregoing, in the
event either party hereto determines in its reasonable discretion that its
rights hereunder would be significantly impaired unless it were able to obtain
temporary injunctive relief, such party shall have the right to petition any
court described in Section 7.4 for injunctive relief as contemplated in Section
7.2, prior to submitting any dispute to arbitration in accordance with this
Section 7.3
7.4 GOVERNING LAW; VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without giving
effect to the principles of conflicts of laws thereof. Each of the parties
hereto agrees that any suit, action or proceeding with respect to this Agreement
shall be brought against it in any state or federal court of competent
jurisdiction in Las Vegas, Nevada and irrevocably waives any (a) right of
immunity that such party may now have or hereafter acquire from service of
process or the jurisdiction of the aforesaid courts and (b) any objection that
such party may now have or hereafter acquire to the laying of venue of any such
suit, action or proceeding in any such court. The parties hereby irrevocably
accept and submit themselves to the jurisdiction of such courts in any such
suit, action or proceeding, and agree that final judgment (with the exhaustion
of all appeals) shall be conclusive and binding in any jurisdiction in which
such party resides or owns property.
7.5 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives. Neither this Agreement, nor any right or
obligation hereunder, may be assigned or delegated by either party hereto
without the prior written consent of the other party hereto.
7.6 NOTICES. All notices required or permitted to be given under this
Agreement or any Purchase Agreement shall be in writing and shall be sent by (a)
certified or registered mail, postage prepaid, return receipt requested; (b)
Federal Express, next business day delivery; or (c) telecopy confirmed by first
class mail.
If to Manufacturer:
Electronic Sign Corporation d/b/a Ad Art
Attn: Xxxxx X. Xxxx, President
0 Xxxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
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If to DBI:
Xxx Xxxx Industries, Inc.
Attn: Xxxx X. Xxxx, President
000 Xxx Xxxxx
Xxxx Xxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxxx X. Xxxxxx, P.A.
Broad and Xxxxxx
000 X. Xxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
or to such other address as a party may designate in writing. Any notice given
pursuant to clause (a) of this Section 7.6 shall be effective four days after
the day it is mailed or upon receipt evidenced by the U.S. Postage Service
return receipt card, whichever is earlier. Any notice given pursuant to clause
(b) of this Section 7.6 shall be effective on the business day following the day
of delivery to or picked up by Federal Express. Any notice given pursuant to
clause (c) of this Section 7.6 shall be effective when transmitted.
7.7 SEVERABILITY. If any provision of this Agreement or the application
thereto to any Person or circumstances shall, for any reason and to any extent,
be invalid or unenforceable, the remainder of this Agreement and the application
of such provision to other Persons or circumstances shall not be affected
thereby, but rather shall be enforced to the greatest extent permitted by law.
7.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding among the parties with respect to the subject matter hereof and
supersedes any and all other agreements, arrangements and understandings among
the parties with respect to such subject matter, and no agreements,
arrangements, understandings, representations or warranties with respect to such
subject matter shall be binding upon either of the parties unless specified
herein or therein.
7.9 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement is intended or
shall be construed to give any person, other than the parties hereto, and their
successors and assigns, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision contained herein.
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7.10 COUNTERPARTS. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties hereto.
7.11 HEADINGS. The headings in this Agreement are for reference only, and
shall not affect the interpretation of this Agreement.
7.12 EXPENSES. Except as otherwise specifically provided herein, the
parties to this Agreement shall bear their respective expenses incurred in
connection with the preparation, execution and performance of this Agreement and
the transactions contemplated hereby, including, without limitation, all fees
and expenses of agents, representatives, counsel, actuaries and accountants.
7.13 ACTIONS BY AFFILIATES. To the extent that this Agreement requires
action to be taken by any Affiliates of either party hereto, such party shall
cause such action to be taken.
IN WITNESS WHEREOF, Electronic Sign Corporation d/b/a Ad Art and Xxx Xxxx
Industries, Inc. have caused this Exclusive Manufacturing and Sales Agreement to
be entered into by their duly authorized officers, as of the day and year first
above stated.
ELECTRONIC SIGN
CORPORATION
D/B/A AD ART
By:
/S/ Xxxxx X. Xxxx
-----------------------
Xxxxx X. Xxxx, President
XXX XXXX INDUSTRIES, INC.
By:
/S/ Xxxx X. Xxxx
-----------------------
Xxxx X. Xxxx, President
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