EXHIBIT
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MUTUAL RELEASE AND SETTLEMENT AGREEMENT
This MUTUAL RELEASE AND SETTLEMENT AGREEMENT is entered into this 9th day
of August, 1996, by XXXXXXX XXXXXXXX, XXXXXXXX ENTERPRISES, INC., an Arizona
corporation (hereafter, collectively, "XXXXXXXX"), and VIDEO UPDATE, INC., a
Delaware corporation, (hereafter, "VUI" or "Video Update").
1.0 On October 5, 1995 XXXXXXXX and XXX entered a contract for a sale of
assets from Xxxxxxxx to VUI (hereafter, the "CONTRACT").
2.0 Subsequent to the closing of the CONTRACT, various disputes arose
between VUI and XXXXXXXX concerning various alleged breaches of representations,
warranties and obligations under the CONTRACT; as a result of these disputes,
various claims and counterclaims were asserted in an action, presently pending
in United States District Court for the District of Arizona. That action, Cause
No. CIV-96-234-PHX-PGR, captioned XXXXXXXX ENTERPRISES, INC., an Arizona
corporation, and XXXXXXX XXXXXXXX, Plaintiffs, vs. VIDEO UPDATE, INC., a
Delaware corporation, Defendant, shall hereafter be referred to as the "ACTION."
3.0 XXXXXXXX and VUI have reached an understanding and an amicable
settlement with respect to all claims, disputes, and potential causes of action
that exist now or might exist in the future, with regard to the CONTRACT or the
ACTION.
4.0 Therefore, in consideration of the payments and covenants set forth
herein, XXXXXXXX and XXX hereby mutually release and forever discharge each
other, their agents, shareholders, officers, directors and employees, of and
from any and all claims, demands, damages debts, liabilities, accounts,
obligations, actions and causes of action of every kind and nature whatsoever,
whether now known or unknown, suspected or unsuspected, which they now have, or
at any time heretofore ever had, owned or held, or would, shall or may hereafter
have against each other, based upon or arising in any way out of or connected
with, directly or indirectly, the CONTRACT or the ACTION.
5.0 SUBJECT TO PARAGRAPHS 8.0 AND 8.1 HERETO, AS BETWEEN VUI AND
XXXXXXXX, THIS RELEASE SHALL FOREVER SETTLE, ADJUST AND DISCHARGE ALL CLAIMS
OF WHATEVER KIND OR NATURE, EITHER IN LAW OR IN EQUITY, ARISING FROM OR BY
REASON OF ANY AND ALL DAMAGES (KNOWN OR UNKNOWN) RESULTING OR TO RESULT FORM
ANY ACT OR CONDUCT, ALLEGED OR ATTRIBUTABLE TO VUI OR XXXXXXXX INCLUDING
THEIR EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, ARISING IN ANY WAY OUT OF THE
CONTRACT OR ACTION.
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6.0 AGREED TRANSFERS:
I. VUI agrees to a payment of TWO HUNDRED AND TWENTY FIVE THOUSAND
DOLLARS to XXXXXXXX; XXXXXXXX hereby acknowledges he has received these funds;
II. VUI agrees to transfer to XXXXXXXX 40,000 shares of Class A Common
Stock, $.01 par value (the "Video Update Shares"), to be registered in
accordance with paragraph (H), below, and subject to the terms, restrictions and
conditions set forth below in paragraphs (A) - (N).
PROCEEDS GUARANTEE:
(A) With respect to the first 10,000 Video Update Shares issued to
Xxxxxxxx, if the aggregate gross consideration received by Xxxxxxxx in
connection with the sale (the "First Sales Proceeds") in documented bona fide
arm's length transactions of any of such 10,000 Video Update Shares (the "First
Shares") during the period commencing April 9, 1997 and ending May 9, 1997 (the
"First Measurement Period") does not equal or exceed the amount determined by
multiplying the number of First Shares so sold by $10.00 (the "First
Contemplated Proceeds"), then Video Update shall pay Xxxxxxxx, by cash, check or
wire, the amount by which the First Contemplated Proceeds exceeds the First
Sales Proceeds by June 9, 1997.
(B) With respect to the second 10,000 Video Update Shares issued to
Xxxxxxxx, if the aggregate gross consideration received by Xxxxxxxx in
connection with the sale (the "Second Sales Proceeds") in documented bona fide
arm's length transactions of any of such 10,000 Video Update Shares (the "Second
Shares") during the period commencing August 9, 1997 and ending September 9,
1997 (the "Second Measurement Period") does not equal or exceed the amount
determined by multiplying the number of Second Shares so sold by $10.00 (the
"Second Contemplated Proceeds"), then Video Update shall pay Xxxxxxxx, by cash,
check or wire, the amount by which the Second Contemplated Proceeds exceeds the
Second Sales Proceeds by October 9, 1997.
(C) With respect to the third 10,000 Video Update Shares issued to
Xxxxxxxx, if the aggregate gross consideration received by Xxxxxxxx in
connection with the sale (the "Third Sales Proceeds") in documented bona fide
arm's length transactions of any of such 10,000 Video Update Shares (the "Third
Shares") during the period commencing February 9, 1998 and ending March 9, 1998
(the "Third Measurement Period") does not equal or exceed the amount determined
by multiplying the number of Third Shares so sold by $15.00 (the "Third
Contemplated Proceeds"), then Video Update shall pay Xxxxxxxx, by cash, check or
wire, the amount by which the Third Contemplated Proceeds exceeds the Third
Sales Proceeds by April 9, 1998.
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(D) With respect to the fourth 10,000 Video Update Shares issued to
Xxxxxxxx, if the aggregate gross consideration received by Xxxxxxxx in
connection with the sale (the "Fourth Sales Proceeds") in documented bona fide
arm's length transactions of any of such 10,000 Video Update Shares (the "Fourth
Shares") during the period commencing August 9, 1998 and ending September 9,
1998 (the "Fourth Measurement Period") does not equal or exceed the amount
determined by multiplying the number of Fourth Shares so sold by $15.00 (the
"Fourth Contemplated Proceeds"), then Video Update shall pay Xxxxxxxx, by cash,
check or wire, the amount by which the Fourth Contemplated Proceeds exceeds the
Fourth Sales Proceeds by October 9, 1998.
(E) EACH PROCEEDS GUARANTEE SHALL LAST NO LONGER THAN ITS APPLICABLE
THIRTY DAYS MEASUREMENT PERIOD, AT WHICH TIME, THE PROCEEDS GUARANTEE IN FORCE
SHALL FOREVER EXPIRE AS TO THE 10,000 SHARES THAT WERE SUBJECT TO THAT PROCEEDS
GUARANTEE, AND NO FURTHER GUARANTEE SHALL BE EXTENDED AS TO THOSE SHARES. For
example, with respect to 9,000 Video Update Shares sold in each of the First and
Second Measurement Periods (an aggregate of 18,000 shares), if the First Sale
Proceeds and the Second Sale Proceeds were $90,000 and $80,000 respectively,
Xxxxxxxx would be entitled to a deficiency payment in the amount of $10,000 for
9,000 shares sold during the Second Measurement Period, but not as to 1,000
shares not sold during the Second Measurement Period and not as to any shares
that were or could have been sold in the First Measurement Period.
INVESTMENT REPRESENTATION AS TO VIDEO UPDATE SHARES
Xxxxxxxx represents and warrants to Video Update as follows:
(F) RESTRICTIONS ON TRANSFER OR ENCUMBRANCE. Xxxxxxxx hereby
agrees that he has no intention to and will not resell or otherwise
distribute or encumber such Video Update Shares in violation of any federal
or state securities laws and understands and agrees that the Video Update
Shares to be issued hereunder are restricted on transfer and must be held
unless (i) they are registered under the Securities Act of 1933, as amended
(the "Act") or (ii) an exemption from registration is available, and Video
Update has received an opinion of counsel, in form and substance satisfactory
to it, to such effect.
(G) UNREGISTERED SECURITIES. Xxxxxxxx understands that the Video
Update Shares have not been registered under the Act, or the securities laws
of any state, in reliance upon specific exemptions from registration
thereunder, and agree that such Video Update Shares may be neither sold,
offered for sale, transferred, pledged, hypothecated or otherwise disposed of
except in compliance with the Act, applicable state securities laws and this
Agreement. Xxxxxxxx has been advised that Video Update shall register the
Video Update Shares pursuant to this Agreement. Xxxxxxxx understands that it
is not anticipated that any market for resale of the Video Update Shares will
exist until such registration is completed and that it may not be possible
for Xxxxxxxx to liquidate an investment in the Video Update Shares on an
emergency basis. Xxxxxxxx acknowledges that the following restrictive
legends shall be placed on the
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reverse side of each certificate representing the Video Update Shares issued
pursuant to this Agreement:
"The Shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or under any
state law and, except pursuant to an effective registration statement
under the Act and other laws, may not be offered, sold, transferred,
or otherwise disposed of without an opinion of counsel, satisfactory
to the Company, that such disposition may be made without such
registration.
These Shares are subject to certain "lockup restrictions" agreed upon
by the Holder and the Company and may not be offered, sold,
transferred, or otherwise disposed of without an opinion of counsel,
satisfactory to the Company, that such disposition may be made in
compliance with such restrictions."
REGISTRATION RIGHTS
(H) VUI shall register the 40,000 Video Update Shares issued to
Xxxxxxxx within eight months of the date of this Agreement. VUI shall bear
all registration and qualification fees and expenses (excluding underwriters'
discounts, commissions and expenses), and all legal, accounting or printing
expenses related to such registration statement. In addition, Xxxxxxxx shall
bear the fees and costs of any separate counsel he may select.
(I) In connection with such registration, to the extent permitted
by law, Video Update will indemnify and hold harmless Xxxxxxxx against any
losses, claims, damages, or liabilities, joint or several, to which they may
become subject under the 1933 Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or acts in respect thereof) arise out of or
are based on any untrue or alleged untrue statement of any material fact
contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein ,or necessary to make the statements therein not misleading or arise
out of any violation by Video Update of any rule or regulation promulgated
under, or any provision of, the 1933 Act applicable to Video Update and
relating to action or inaction required of Video Update in connection with
any such registration; and will reimburse Xxxxxxxx for any legal or other
expenses reasonably incurred by him in connection with investigating or
defending any such loss, claim , damage, liability, or action; provided,
however, that the indemnity agreement contained in this Section shall not
apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the written
consent of Video Update (which consent shall not be unreasonably withheld)
nor shall Video Update be liable in any such case for any such loss, claim,
damage, liability, or action to the extent that it arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in connection with such registration statement, preliminary
prospectus, final prospectus, or amendments or supplements thereto, in
reliance upon and in conformity with information furnished in connection with
registration by Xxxxxxxx.
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(J) In addition, to the extent permitted by law, Xxxxxxxx agrees
to indemnify and hold harmless Video Update (and if in connection with an
underwritten offering, the underwriter(s) of such offering) each of its
directors, each of its officers who have signed the registration statement,
each person, if any, who controls Video Update within the meaning of the 1933
Act, and each agent and any underwriter for Video Update (within the meaning
of the 0000 Xxx) against any losses, claims, damages, or liabilities to which
Video Update or any such director, officer, controlling persons, agent, or
underwriter may become subject, under the 1933 Act or otherwise, insofar as
such losses, claims, damages, or liabilities to which Video Update or any
such director, officer, controlling person or agent, or underwriter may
become subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such registration
statement, preliminary or final prospectus, or amendments or supplements
thereto, in reliance upon and in conformity with information furnished by
Xxxxxxxx for use in connection with such registration, and Xxxxxxxx will
reimburse any legal or other expenses reasonably incurred by Video Update or
any such director, officer, controlling person, agent, or underwriter in
connection with investigating or defending any such loss, claim, damage,
liability, or action.
(K) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party under this subsection, notify the indemnifying party who shall have the
right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly notified, to
assume the defense thereof with counsel mutually satisfactory to the parties.
The failure to notify an indemnifying party promptly of the commencement of
any such action, if prejudicial to his ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party
under this subjection, but the omission so to notify the indemnifying party
will not relieve him of any liability that he may have to any indemnified
party otherwise than under this Section.
(L) The registration rights under this Section may not be
transferred to any transferee without Video Update's consent.
(M) Notwithstanding anything to the contrary to this Section,
Video Update shall not be required to register any Video Update Shares that
may, at the time such registration would occur, be sold pursuant to Rule 144
under the 1933 Act.
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LOCKUP
(N) Xxxxxxxx agrees not to sell, transfer, grant an option for,
pledge, hypothecate or encumber any Video Update Shares held by him
(individually or beneficially) until April 9, 1997, and thereafter, no more
than 10,000 Video Update Shares within any of the following periods: (1)
April 9, 1997 to August 8, 1997, (2) August 9, 1997 to February 8, 1998, (3)
February 9, 1998 to August 8, 1998. Xxxxxxxx shall furnish to VUI such
information as to the actual or intended method of disposition of such
securities as Video Update or its counsel shall request and as shall be
required in connection with this section.
III. VUI agrees to obtain a release of XXXXXXXX'x debt to Xxxxx &
Xxxxxx arising from inventory purchases XXXXXXXX made before the CONTRACT was
executed, and agrees to provide XXXXXXXX with a valid written release or
satisfaction of judgment from Xxxxx & Xxxxxx, the receipt of which is
acknowledged by XXXXXXXX.
IV. XXXXXXXX also agrees to release to VUI all funds held in the
escrow that was held in furtherance of the CONTRACT, and that the funds
therein are now property of VUI, who acknowledges receipt of those funds.
X. XXXXXXXX agrees that concurrently with the execution of this
MUTUAL RELEASE AND SETTLEMENT AGREEMENT, counsel for XXXXXXXX shall deliver
to counsel for VUI an executed Stipulation to Dismiss, With Prejudice, the
ACTION for filing with the Court, and they will perform any other acts
necessary for the Court to enter an Order of dismissal with prejudice, each
party to bear his/its own costs and fees.
7.0 XXXXXXXX and XXX acknowledge that this MUTUAL RELEASE AND
SETTLEMENT AGREEMENT is a compromise of disputed claims, and that the
AGREEMENT and its terms and conditions are not to be construed as an
admission of liability on the part of either XXXXXXXX or VUI, both of whom
enter into the AGREEMENT only to avoid the expense and uncertainty of further
litigation and to protect their respective interests. The parties hereto
acknowledge and declare that this MUTUAL RELEASE AND SETTLEMENT AGREEMENT is
entered into in good faith and for no collusive purpose.
8.0 INDEMNIFICATION: XXXXXXXX agrees and promises that, in the
event that any governmental entity or any other lien holder asserts or brings
any claim, demand, action, or cause of action against VUI arising from or
related to any debts or liabilities incurred by XXXXXXXX in operating any or
all of the six video stores transferred by the CONTRACT, XXXXXXXX shall fully
indemnify and hold harmless VUI and its directors, officers, employees and
agents, and shall fully reimburse them for reasonable attorneys' fees and
costs with respect to any such claim, demand, action, or cause of action, and
shall pay any settlement or judgment against VUI with respect to any such
claim, demand, action, or cause of action.
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8.1 PRIOR NOTICE: If VUI is presented with any claim, lien or demand
which it believes arises from alleged debts or liabilities incurred by
XXXXXXXX or arising during XXXXXXXX'x operation of any or all of the six
video stores transferred by the CONTRACT, VUI shall first notify XXXXXXXX of
such claim, lien or demand in the manner set forth in Section 14.0 below.
Thereafter, XXXXXXXX shall, within 21 calendar days of the date said notice
is sent, submit a written response to VUI, either authorizing VUI to exercise
setoff, or stating XXXXXXXX'x position and defenses concerning the claim,
lien or demand, and any steps he intends to take concerning the claim, lien
or demand. After such response is received, VUI may request additional
information, or attempt to reach an agreement with XXXXXXXX concerning any
area of disagreement.
8.2 RESOLUTION OF DISPUTES CONCERNING INDEMNIFICATION: If XXXXXXXX
fails to respond to the initial notice described in Section 8.1 or if VUI
determines, after considering the response, that XXXXXXXX'x position is not
acceptable, VUI may initiate setoff by either (a) canceling shares held by or
owing to XXXXXXXX and depositing in escrow the same number and class of
shares owing to XXXXXXXX or (2) depositing in escrow funds owing to XXXXXXXX,
but the amount of any such deposit of funds or cancellation of shares shall
be limited to the amount reasonably necessary to reimburse VUI for the
reasonably contemplated amount of the claim, demand or lien, including costs
and attorneys fees. Such shares or funds shall be held in escrow until
either (1) XXXXXXXX and XXX agree in writing to their disposition; or (2) the
validity and amount of the claimed setoff is determined, either by judgment
or arbitration if arbitration is mutually agreed. In the event any such
litigation or arbitration is required, reasonable costs and attorneys fees
incurred therein shall be awarded to the "successful party," as defined under
Arizona law.
8.3 REAFFIRMATION OF SECTIONS 1.2, 7 AND 8: XXXXXXXX reaffirms and
agrees to continue to be bound by Sections 1.2, 7 and 8 of the CONTRACT, and
the confidentiality, non-competition and other restrictions contained in
Sections 7 and 8.
9.0 CONFIDENTIALITY: XXXXXXXX, XXX and their attorneys understand
that the claims asserted by them and their counsel and this MUTUAL RELEASE
AND SETTLEMENT AGREEMENT Release involve matters which are confidential, and
as a consequence thereof, they hereby agree that they shall keep confidential
and not disclose to any other person or entity, except as required by court
order or other law or as a confidential communication with VUI bankers: (1)
any information regarding any negotiations and/or correspondence regarding
the claims asserted by them and/or on their behalf prior to entering into a
Settlement Agreement, and (2) the substance and/or contents of this
AGREEMENT, the settlement of the claim, or the agreements of the parties.
9.1 XXXXXXXX, XXX and their attorneys also agree that the terms and
conditions of this MUTUAL RELEASE AND SETTLEMENT AGREEMENT will not be
disclosed to anyone and shall remain confidential between the parties to this
MUTUAL RELEASE AND SETTLEMENT AGREEMENT and the attorneys representing those
parties. Only those disclosures required or compelled by court order or legal
authority are to be made. If such disclosure is required, the disclosing
party shall request or take steps to ensure that any further dissemination by
the information recipient is precluded or restricted as narrowly as possible.
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10.0 This MUTUAL RELEASE AND SETTLEMENT AGREEMENT, complete in nine
(9) pages (plus two signature pages), contains all the terms and conditions
of, and expresses the complete and only agreement between, XXXXXXXX and VUI
with respect to its subject matter. The terms of this AGREEMENT are
contractual and not mere recitals. No change or modification to the MUTUAL
RELEASE AND SETTLEMENT AGREEMENT shall be binding on any party unless it is
in writing and executed by all parties.
11.0 This MUTUAL RELEASE AND SETTLEMENT AGREEMENT shall be governed by
the laws of the State of Arizona.
12.0 If any one or more of the provisions of this MUTUAL RELEASE AND
SETTLEMENT AGREEMENT shall be held invalid or unenforceable, such provision
shall be modified to the minimum extent necessary to make It or its
application valid and enforceable and, in any event, the validity and
enforceability of all other provisions of this MUTUAL RELEASE AND SETTLEMENT
AGREEMENT shall not be affected.
13.0 Each of the parties to this MUTUAL RELEASE AND SETTLEMENT
AGREEMENT, or their authorized attorneys, has participated in the preparation
and finalization of this MUTUAL RELEASE AND SETTLEMENT AGREEMENT, and for the
purposes of the principles of law governing the construction of the terms of
this MUTUAL RELEASE AND SETTLEMENT AGREEMENT, no party shall be deemed to be
the drafter of the MUTUAL RELEASE AND SETTLEMENT AGREEMENT. Each of the
parties acknowledges that their attorney(s) have reviewed and approved the
MUTUAL RELEASE AND SETTLEMENT AGREEMENT as to form.
14.0 Notices to either party shall be made in writing by delivery or
mail addressed to the following addresses:
Xxxxxxx Xxxxxxxx
c/o Xxxxx X. Xxxxxxxx, Esq.
BAIRD, WILLIAMS, XXXXX & XXXXX
000 X. Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Video Update, Inc.
Attn: Xxxxxx Xxxxxx
00 Xxxx 0xx Xxxxxx
0000 Xxxxx Xxxxx Xxxxxx
Xx. Xxxx, XX 00000
Notice shall be deemed to be given upon actual delivery or three business
days after deposit in the U.S. Mail, postage prepaid.
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THE UNDERSIGNED HEREBY ACKNOWLEDGE AND REPRESENT THAT THEY HAVE READ THE
MUTUAL RELEASE AND SETTLEMENT AGREEMENT IN ITS ENTIRETY, THAT THEY HAVE HAD THE
OPPORTUNITY TO CONSULT WITH THEIR ATTORNEY CONCERNING THE AGREEMENT, AND THAT
THEY FULLY UNDERSTAND IT AND AGREE TO ITS TERMS AND CONDITIONS.
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DATE 10-24-96 /S/ XXXXXXX XXXXXXXX
-------- --------------------
Xxxxxxx Xxxxxxxx
STATE OF ARIZONA )
) SS:
County of MARICOPA )
--------
SUBSCRIBED AND SWORN to before me this 24TH day of October, 1996, by
Xxxxxxx Xxxxxxxx.
/S/ XXXXXXXX X. XXXXXXXX
------------------------
NOTARY PUBLIC
My Commission Expires:
6-16-2000
---------------------
DATE 10-24-96 /S/ XXXXXXX XXXXXXXX
-------- --------------------
XXXXXXXX ENTERPRISES, INC.
by Xxxxxxx Xxxxxxxx, its President
STATE OF ARIZONA )
) SS:
County of MARICOPA )
--------
SUBSCRIBED AND SWORN to before me this 24TH day of October, 1996, by
Xxxxxxx Xxxxxxxx, as President of Xxxxxxxx Enterprises, Inc.
/S/ XXXXXXXX X. XXXXXXXX
------------------------
NOTARY PUBLIC
My Commission Expires:
6-16-2000
---------------------
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DATE /S/ XXXXXX X. XXXXXX (CEO)
-------- --------------------------
VIDEO UPDATE, INC.
by Xxxxxx Xxxxxx, its
Chief Executive Officer
STATE OF ARIZONA )
) SS:
County of )
-----------
SUBSCRIBED AND SWORN to before me this day of August, 1996, by Xxxxxx
Xxxxxx, as Chief Executive Officer of Video Update, Inc.
/S/ XXXXXXX XXXXX
-----------------
NOTARY PUBLIC
My Commission Expires:
31 JANUARY, 2000
--------------------------
APPROVED AS TO FORM:
BAIRD, WILLIAMS, XXXXX & XXXXX X'XXXXXX, BROUDE & XXXXXXX
/S/ J. XXXXXX XXXXX /S/ XXXXXXXX XXXXXXX
------------------- ---------------------
Xxxxx X. Xxxxxxxx, Esq. Xxxxxxxx X. Xxxxxxx, Esq.
Baird, Williams, Xxxxx & Xxxxx X'Xxxxxx, Broude & Xxxxxxx
000 X. Xxxx Xxxx Xxx Colony Corporate Center
Suite 275 Rte. 128 and Winter St.
Xxxxxxx, Xxxxxxx 00000 000 Xxxxxx Xx., Xxxxx 0000
Xxxxxxxxx for Xxxxxxx Xxxxxxxx Waltham, Mass. 02154
and Xxxxxxxx Enterprises, Inc. Attorneys for Video Update, Inc.
MITTEN, XXXXXXX & XXXX
/S/ XXXXXX X. XXXXXX
--------------------
Xxxxxx X. Xxxxxx
Mitten, Xxxxxxx & Xxxx
0000 Xxxxx Xxxxxxx Xxxxxx, Xxx. 0000
Xxxxxxx, Xxxxxxx 00000
Attorneys for Video Update, Inc.
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