EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT
(this
“Agreement”)
dated
as of March 31, 2006, between Petals Decorative Accents, Inc., (the
“Company”),
a
Delaware corporation, and Xxxxxxx X. Xxxxx (the “Executive”),
a
resident of Connecticut.
WHEREAS,
the
Company wishes to employ the Executive on the terms and conditions set forth
in
this Agreement, and the Executive wishes to be retained and employed by the
Company on such terms and conditions.
NOW,
THEREFORE,
in
consideration of the premises, the mutual agreements set forth below and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. Employment.
The
Company hereby agrees to employ the Executive, and the Executive accepts such
employment and agrees to perform services for the Company, for the period and
upon the other terms and conditions set forth in this Agreement.
2. Term.
Unless
terminated at an earlier date in accordance with Section 9 of this Agreement,
the term of the Executive’s employment hereunder shall commence as of the date
of this Agreement (the “Commencement
Date”)
and
shall continue for a period of five (5) years following the Commencement Date
(the “Initial
Term”),
and
except as provided below or in Section 8, shall automatically renew for
successive one year periods; provided, however, that either party may decline
to
renew this Agreement by giving the other party hereto written notice to such
effect ninety (90) days in advance of the end of Initial Term or the end of
any
one year renewal period.
3. Position
and Duties.
(a) Service
with Company.
During
the term of the Executive’s employment, the Executive agrees to perform
employment duties for the Company in an executive capacity in the position
of
Chairman of the Board of Directors. Executive also agrees to serve in such
office as the Board of Directors of the Company may hereinafter from time to
time determine, provided that such alternative capacity is comparable in duties
and responsibility in all material respects.
(b) Performance
of Duties.
The
Executive agrees to serve the Company faithfully and to the best of his ability
and to devote such time as he, in his sole discretion, deems reasonable
necessary to fulfill his obligations under this Agreement, it being understood
that Executive’s employment hereunder shall not require his full business time.
It is hereby further understood that Executive shall continue to be separately
employed and devote a substantial amount of his business time and attention
in
performing duties for Southridge Capital Management LLC, among other
things..
4. Compensation.
(a) Base
Salary.
As
compensation for all services to be rendered by the Executive under this
Agreement, the Company shall pay to the Executive a base salary of $280,000,
less deductions and withholdings, which salary shall be paid monthly in arrears;
provided, however, the base salary shall start to accrue on the Commencement
Date, but the Company may defer payment of the base salary to the Executive
until January 1, 2007. In the sole discretion of the Executive, the Executive,
from time to time, may elect to receive all or any part of his base salary
in
the common stock of the Company. The value of any common stock to be paid to
the
Executive shall be determined as follows: (i) if there exists a public market
for the common stock of the Company, then the price shall be 75% of the average
of the closing trading prices for the 10 trading days ending the trading day
immediately prior to the due date, or (ii) if no public market exists for the
common stock of the Company, than by the Board of Directors of the Company
in
its reasonable good faith judgment.
(b) Incentive
Compensation.
In
addition to the base salary, the Executive shall be eligible to participate
in
any bonus or incentive compensation plans that may be established by the Board
of Directors of the Company from time to time applicable to the
Executive.
(c) Participation
in Benefit Plans.
While
he is employed by the Company, the Executive shall also be eligible to
participate in all Executive benefit plans or programs (including vacation
time)
of the Company to the extent that the Executive meets the requirements for
each
individual plan. The Company provides no assurance as to the adoption or
continuance of any particular Executive benefit plan or program, and the
Executive’s participation in any such plan or program shall be subject to the
provisions, rules and regulations applicable thereto.
(d) Expenses.
The
Company will pay or reimburse the Executive for all reasonable and necessary
out-of-pocket expenses incurred by him in the performance of his duties under
this Agreement, subject to the Company’s normal policies for expense
verification. In addition, the Company will provide a monthly car allowance
of
$1,500 to Executive.
(e) Indemnification.
As part of his compensation for services to be rendered under this Agreement,
the Company shall indemnify the Executive as provided in Section 9 hereof.
(f) Issuance
of Stock Option. Executive shall be entitled to participate in any stock
option plan (the “Plan”)
adopted by the Board of Directors applicable to him. All awards under the Plan
shall be made in accordance with and subject to the terms of the Plan. In
addition, Executive shall be granted an annual stock bonus in each year during
the term equal to two percent (2%) of the then outstanding shares of common
stock in the event that the Company generates EBITDA of two million ($2MM)
or
greater during such fiscal year. Such stock grant shall be payable to Executive
with 30 days after the end of each fiscal year.
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5. Confidential
Information.
(a)
Except as permitted or directed by the Company’s Board of Directors, during the
term of his employment or at any time thereafter, the Executive shall not
divulge, furnish or make accessible to anyone or use in any way (other than
in
the ordinary course of the business of the Company) any confidential or secret
knowledge or information of the Company that the Executive has acquired or
become acquainted with or will acquire or become acquainted with prior to the
termination of the period of his employment by the Company (including employment
by the Company or any affiliated companies prior to the date of this Agreement)
whether developed by himself or by others, concerning any trade secrets,
confidential or secret designs, processes, formulae, plans, devices or material
(whether or not patented or patentable) directly or indirectly useful in any
aspect of the business of the Company, any customer or supplier lists of the
Company, any confidential or secret development or research work of the Company,
or any other confidential information or secret aspects of the business of
the
Company. The Executive acknowledges that such knowledge or information
constitutes a unique and valuable asset of the Company and represents a
substantial investment of time and expense by the Company, and that any
disclosure or other use of such knowledge or information other than for the
sole
benefit of the Company would be wrongful and would cause irreparable harm to
the
Company. Both during and after the term of his employment, the Executive will
refrain from any acts or omissions that would reduce the value of such knowledge
or information to the Company. The foregoing obligations of confidentiality
shall not apply to any knowledge or information that is now published or which
subsequently becomes generally publicly known in the form in which it was
obtained from the Company, other than as a direct or indirect result of the
breach of this Agreement by the Executive.
(b)
Executive hereby acknowledges and agrees that all personal property, including,
without limitation, all books, manuals, records, reports, notes, contracts,
lists, and other documents, or materials, or copies thereof, whether in hardcopy
or electronic form, Confidential Information as defined in Section 5(a) above,
and equipment furnished to or prepared by Executive in the course of or incident
to his employment, including, without limitation, records and any other
materials pertaining to Inventions or “Developments”, as defined in paragraph of
this Agreement, belong to the Company and shall be promptly returned to the
Company upon termination of employment.
6. Ventures.
If,
during the term of his employment the Executive is engaged in or associated
with
the planning or implementing of any project, program or venture involving the
Company and a third party or parties, all rights in such project, program or
venture shall belong to the Company. Except as approved by the Company’s Board
of Directors, the Executive shall not be entitled to any interest in such
project, program or venture or to any commission, finder’s fee or other
compensation in connection therewith other than the compensation to be paid
to
the Executive as provided in this Agreement.
7. Noncompetition
Covenant.
(a) Agreement
Not to Compete.
During
the term of his employment with the Company and for a period of one year after
the termination of such employment (whether such termination is with or without
cause, or whether such termination is occasioned by the Executive or the
Company), he shall not, directly or indirectly,
(i)
as an
employee, employer, consultant, agent, principal, partner, manager, stockholder
officer director , or in any other individual or representative capacity, engage
or participate or in any way render services or assistance to any business
which
is competitive with the business of the Company during the term of this
Agreement, including the marketing and selling of artificial flowers
Notwithstanding the foregoing, ownership by the Executive, as a passive
investment, of less than five percent of the outstanding shares of capital
stock
of any corporation listed on a national securities exchange or publicly traded
on Nasdaq shall not constitute a breach of this Section 7;
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(ii)
hire
or employ any employee or consultant of the Company, or recruit, solicit or
induce (or in any way assist another in recruiting, soliciting or inducing)
any
employee or consultant of the Company to terminate his or her employment or
relationship with the Company. This restriction is limited to those who were
employed by the Company during the term of the Agreement.
(iii)
solicit or accept business from or through, or engage in any sales or marketing
activities with, any customer with whom the Company had any business contact
during the 1 year period prior to the termination of the Executive’s
employment.
(b) Acknowledgment.
The
Executive agrees that the restrictions and agreements contained in this Section
7 are reasonable and necessary to protect the legitimate interests of the
Company and that any violation of this Section 7 will cause substantial and
irreparable harm to the Company that would not be quantifiable and for which
no
adequate remedy would exist at law and accordingly injunctive relief shall
be
available for any violation of this Section 7. Executive also acknowledges
that
the provisions of Section 10(c) are applicable to this Section 7.
(c) Disclosure
and Assignment.
The
Executive will promptly disclose in writing to the Company complete information
concerning each and every invention, discovery, improvement, device, design,
apparatus, practice, process, method or product, whether patentable or not,
made, developed, perfected, devised, conceived or first reduced to practice
by
the Executive, either solely or in collaboration with others, during the term
of
this Agreement, or within six months thereafter, whether or not during regular
working hours, relating either directly or indirectly to the business, products,
practices or techniques of the Company (“Developments”).
The
Executive, to the extent that he has the legal right to do so, hereby
acknowledges that any and all of the Developments are the property of the
Company and hereby assigns and agrees to assign to the Company any and all
of
the Executive’s right, title and interest in and to any and all of the
Developments. At the request of the Company, the Executive will confer with
the
Company and its representatives for the purpose of disclosing all Developments
to the Company as the Company shall reasonably request during the period ending
one year after termination of the Executive’s employment with the
Company.
(d) Limitation
on Section 7(c).
The
provisions of Section 7(c) shall not apply to any Development meeting the
following conditions:
(i) such
Development was developed entirely on the Executive’s own time without the use
of any Company equipment, supplies, facility or trade secret information;
and
(ii) such
Development does not relate directly to the business of the Company to the
Company’s actual or demonstrably anticipated research or development; or result
from any work performed by the Executive for the Company.
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(e) Copyrightable
Material.
All
right, title and interest in all copyrightable material that the Executive
shall
conceive or originate, either individually or jointly with others, and which
arise out of the performance of this Agreement, will be the property of the
Company and are by this Agreement assigned to the Company along with ownership
of any and all copyrights in the copyrightable material. Upon request and
without further compensation therefor, but at no expense to the Executive,
the
Executive shall execute all papers and perform all other acts necessary to
assist the Company to obtain and register copyrights on such materials in any
and all countries. Where applicable, works of authorship created by the
Executive for the Company in performing his responsibilities under this
Agreement shall be considered “works
made for hire,”
as
defined in the U.S. Copyright Act.
(f) Know-How
and Trade Secrets. All
know-how and trade secret information conceived or originated by the Executive
that arises out of the performance of his obligations or responsibilities under
this Agreement or any related material or information shall be the property
of
the Company, and all rights therein are by this Agreement assigned to the
Company.
8. Termination
of Employment.
(a) Grounds
for Termination. The
Executive’s employment shall terminate prior to the expiration of the initial
term set forth in Section 2 or any extension thereof in the event that at any
time:
(i) The
Executive dies,
(ii) The
Executive becomes “disabled,” so that he cannot perform the essential functions
of his position with or without reasonable accommodation,
(iii) The
Board
of Directors of the Company elects to terminate this Agreement for “cause”
(after providing the Executive notice and a reasonable opportunity to address
(or in his discretion have a representative address) the Board) and notifies
the
Executive in writing of such election,
(iv) The
Board
of Directors of the Company elects to terminate this Agreement without “cause”
and notifies the Executive in writing of such election, or
(v) The
Executive elects to terminate this Agreement and notifies the Company in writing
of such election.
If
this
Agreement is terminated pursuant to clause (i), (ii) or (iii) of this Section
8(a), such termination shall be effective immediately. If this Agreement is
terminated pursuant to clause (iv) or (v) of this Section 8(a), such termination
shall be effective 30 days after delivery of the notice of
termination.
(b) “Cause”
Defined. “Cause”
means:
(i) The
Executive has breached his obligations under this Agreement, which breach is
demonstrably and materially injurious to the Company,
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(ii) The
Executive has engaged in misconduct which is considered illegal conduct or
gross
misconduct which is demonstrably and materially injurious to the Company,
or
(iii) The
Executive has refused to attempt to perform his obligation to the Company
hereunder (other than a failure resulting from illness or injury), which refusal
is deemed demonstrably and materially injurious to the Company.
For
purposes of this Section 9(b), no act or failure to act on Executive’s part
shall be deemed “willful” unless done, or omitted to be done, by Executive not
in good faith and without reasonable belief that Executive’s action or omission
was in the best interest of the Company. Notwithstanding the foregoing,
Executive shall not be deemed to have been terminated for cause unless and
until
the Company delivers to Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of
the
Board of Directors (not including Executive) at a meeting of the Board of
Directors called and held for such purpose (after reasonable notice to Executive
and an opportunity for Executive, together with counsel, to be heard before
the
Board of Directors) finding that, in the good faith opinion of the Board of
Directors, Executive engaged in conduct set forth above and specifying the
particulars thereof in reasonable detail.
(c) Effect
of Termination. Notwithstanding
any termination of this Agreement, the Executive, in consideration of his
employment hereunder to the date of such termination, shall remain bound by
the
provisions of this Agreement which specifically relate to periods, activities
or
obligations upon or subsequent to the termination of the Executive’s
employment.
(d) “Disabled”
Defined. “Disabled”
means
any mental or physical condition that renders the Executive unable to perform
the essential functions of his position, with or without reasonable
accommodation, for a period in excess of six (6) months.
(e) Surrender
of Records and Property. Upon
termination of his employment with the Company, the Executive shall deliver
promptly to the Company all records, manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, data, tables, calculations or
copies thereof that relate in any way to the business, products, practices
or
techniques of the Company, and all other property, trade secrets and
confidential information of the Company, including, but not limited to, all
documents that in whole or in part contain any trade secrets or confidential
information of the Company, which in any of these cases are in his possession
or
under his control.
(f) Salary
Continuation. If
the
Executive’s employment by the Company is terminated by the Company pursuant to
clause (ii) of Section 8(a), the Company shall continue to pay to the Executive
his base salary (less any payments received by the Executive from any disability
income insurance policy provided to him by the Company) and shall continue
to
provide health insurance benefits for the Executive through three (3) months
from the date of termination of employment. If this Agreement is terminated
pursuant to clauses (i) or (v) of Section 8(a), the Executive’s right to base
salary and benefits shall immediately terminate, except as may otherwise be
required by applicable law. If this Agreement is terminated pursuant to clause
(iii) of Section 8(a), and Executive does not give written notice to the Company
within ten (10) business days of being notified in writing of the termination
contesting such termination, the Executive’s right to base salary and benefits
shall immediately terminate. If this Agreement is terminated pursuant to clause
(iii) of Section 8(a) and Executive gives such written notice to the Company
within ten (10) business days contesting such termination (notwithstanding
the
fact that the Executive had an opportunity to be heard by the Board of Directors
as set forth in Section 8(b)), the Company shall deposit into an escrow account
the base salary which would be paid to the Executive as the same would have
become payable until an
amount
equal to twelve (12) months of the Executive’s base pay shall be so deposited
and such amount shall be held in an interest bearing account until a judicial
determination of whether termination of Executive was appropriate considering
the definition of “cause” as set forth in Section 8(b). The prevailing party
shall be entitled to all amounts in the escrow account, including interest,
upon
such final judicial determination.
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If
this
Agreement is terminated pursuant to clause (iv) of Section 8(a), the Company
shall pay the Executive, in one lump sum, an amount equal to his base salary
for
a period of six (6) months and shall continue to provide health insurance
benefits for Executive for a period of six (6) months from the date of
termination.
The
Company shall be entitled to withhold any amounts which would otherwise be
payable to Executive under this Section 8 in the event Executive is in breach
of
his obligations under Sections 5, 6, 7, or 8(e) of this Agreement.
9. Indemnification.
(a) The
Company shall indemnify the Executive if (i) he is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was employed by the Company, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or
proceeding if he acted in good faith and in a manner he reasonably believed
to
be in or not opposed to the best interests of the Company, and, with respect
to
any criminal action proceeding, had no reasonable cause to believe his conduct
was unlawful; or (ii) he is a party or is threatened to be made a party at
any
time prior to the six (6) month anniversary of the termination of employment
hereunder (or, if terminated pursuant to Section 8(a)(iii) or 8(a)(iv), the
six
(6) month anniversary of the scheduled end of the Initial Term or renewal
period, whichever is then applicable) to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, not relating to his employment with the Company, regardless
of
whether or not the actions of the Executive in question occurred while the
Executive was employed with the Company, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually or reasonably
incurred by him in connection with such action, suit or proceeding. With respect
to (i) above, the termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Executive did
not act in good faith and in a manner which he reasonably believed to be in
or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
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(b) Expenses
incurred by the Executive in defending against any such threatened, pending
or
completed civil or criminal action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Executive to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the
Company as provided above. The indemnification provided by this Section 9 shall
apply only after and to the extent that it is determined that (i)
indemnification or contribution is not available to the Executive from any
other
source, or (ii) the assets of the other source or sources are insufficient
to
fully indemnify the Executive, in either case with respect to the matter in
connection with which such indemnification is being sought; provided, however,
that pending receipt of indemnification or contribution from other sources
will
not make advances for expenses incurred by the Executive in defense of an
action, suit or proceeding, the Company shall advance such expenses upon receipt
of an undertaking by or on behalf of the Executive to repay such advances upon
the occurrence of either (i) receipt of such indemnification or contribution
from the other source or (ii) a determination that he is not entitled to
indemnification or contribution from the other source (to the extent that an
indemnification obligation of the Company does not arise
hereunder).
(c) This
Section 9 shall survive termination of this Agreement.
10. Miscellaneous.
Entire
Agreement. This
Agreement (including the exhibits, schedules and other documents referred to
herein) contains the entire understanding between the parties hereto with
respect to the subject matter hereof and supersedes any prior understandings,
agreements or representations, written or oral, relating to the subject matter
hereof.
(b) Counterparts.
This
Agreement may be executed in separate counterparts, each of which will be an
original and all of which taken together shall constitute one and the same
agreement, and any party hereto may execute this Agreement by signing any such
counterpart.
(c) Severability.
Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law but if any provision of this
Agreement is held to be invalid, illegal or unenforceable under any applicable
law or rule, the validity, legality and enforceability of the other provisions
of this Agreement will not be affected or impaired thereby. In furtherance
and
not in limitation of the foregoing, should the duration or geographical extent
of, or business activities covered by, any provision of this Agreement be in
excess of that which is valid and enforceable under applicable law, then such
provision shall be construed to cover only that duration, extent or activities
which may validly and enforceably be covered. The Executive acknowledges the
uncertainty of the law in this respect and expressly stipulates that this
Agreement be given the construction which renders its provision valid and
enforceable to the maximum extent (not exceeding its express terms) possible
under applicable law.
(d) Successors
and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives and, to the extent
permitted by subsection (e), successors and assigns.
(e) Assignability.
Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable (including by operation of law) by
either party without the prior written consent of the other party to this
Agreement, except that (i) the Executive may, without the consent of the
Company, assign his right to receive any payment due hereunder, and (ii) the
Company may, without the consent of the Executive, assign its rights and
obligations under this Agreement to any corporation, firm or other business
entity with or into which the Company may merge or consolidate, or to which
the
Company may sell or transfer all or substantially all of its assets, or of
which
50% or more of the equity investment and of the voting control is owned,
directly or indirectly, by, or is under common ownership with, the Company.
After any such assignment by the Company, the Company shall be discharged from
all further liability hereunder and such assignee shall thereafter be deemed
to
be the Company for the purposes of all provisions of this Agreement including
this Section 10.
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(f) Modification,
Amendment, Waiver or Termination. No
provision of this Agreement may be modified, amended, waived or terminated
except by an instrument in writing signed by the parties to this Agreement.
No
course of dealing between the parties will modify, amend, waive or terminate
any
provision of this Agreement or any rights or obligations of any party under
or
by reason of this Agreement. No delay on the part of the Company in exercising
any right hereunder shall operate as a waiver of such right. No waiver, express
or implied, by the Company of any right or any breach by the Executive shall
constitute a waiver of any other right or breach by the Executive.
(g) Notices.
All
notices, consents, requests, instructions, approvals or other communications
provided for herein shall be in writing and delivered by personal delivery,
overnight courier, mail, electronic facsimile or e-mail addressed to the
receiving party at the address set forth herein. All such communications shall
be effective when received.
If
to the
Company:
Petals
Decorative Accents, Inc.
00
Xxxxx
Xxxxxx, Xxx 000
Xxxxxxxxxx
XX 00000
Facsimile:
_______________
Attn:
Chief Executive Officer
If
to the
Executive:
Xxxxxxx
X. Xxxxx
00
Xxxxxxx Xxxx Xxxx
Xxxxxxxxxx,
XX 00000
Facsimile:
_______________
Any
party
may change the address set forth above by notice to each other party given
as
provided herein.
(h) Headings.
The
headings and any table of contents contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation
of
this Agreement.
9
(i) Governing
Law. ALL
MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT
OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
CONNECTICUT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS
THEREOF.
(j) Resolution
of Certain Claims - Injunctive Relief. The
Executive acknowledges that it would be difficult to fully compensate the
Company for damages resulting from any breach by him of the provisions of this
Agreement. Accordingly, the Executive agrees that, in addition to, but not
to be
exclusion of any other available remedy, the Company shall have the right to
enforce the provisions of Sections 5, 6,, 7 and 8(e) by applying for and
obtaining temporary and permanent restraining orders or injunctions from a
court
of competent jurisdiction without the necessity of filing a bond therefore,
and
without the necessity of proving actual damages, and the Company shall be
entitled to recover from the Executive its reasonable attorneys’ fees and costs
in enforcing the provisions of Sections 5, 6, 7 and 8(e).
(k) Venue;
Fees and Expenses. Any
action at law, suit in equity or judicial proceeding arising directly,
indirectly, or otherwise in connection with, out of, related to or from this
Agreement, or any provision hereof, shall be litigated only in the state courts
located in the State of Connecticut, County of Fairfield or the federal courts
in the district which covers such county. The Executive and the Company consent
to the jurisdiction of such courts. Executive waives any right the Executive
may
have to transfer or change the venue of any litigation brought against Executive
by the Company. The prevailing party shall be entitled to recover its reasonable
attorneys’ fees and costs in any such action.
(l) Waiver
of Right to Jury Trial. Each
party hereto hereby waives, except to the extent otherwise required by
applicable law, the right to trial by jury in any legal action or proceeding
between the parties hereto arising out of or in connection with this
Agreement.
(m) Third-Party
Benefit. Nothing
in this Agreement, express or implied, is intended to confer upon any other
person any rights, remedies, obligations or liabilities of any nature
whatsoever.
(n) Withholding
Taxes. The
Company may withhold from any benefits payable under this Agreement all federal,
state, city or other taxes as shall be required pursuant to any law or
governmental regulation or ruling.
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IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date set forth in the
first paragraph.
|
PETALS
DECORATIVE ACCENTS, INC.
By:
_______________________________
Name:
_____________________________
Title:
______________________________
XXXXXXX
X. XXXXX
/s/
Xxxxxxx X.
Xxxxx
|
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