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CUSIP No 90277W Page 11 of 12 Pages
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Exhibit 3
Proxy Agreement
between
Xxxxxx Xxxxx and Xxxxxxxxxx Xxxxx-Xxxxx
WHEREAS, Xxxxxxxxxx Xxxxx-Xxxxx ("Grantor") is beneficial owner of
200,000 shares of voting common stock, par value $0.01 per share (the "Shares"),
of ULH Corporation, a Delaware corporation formerly known as UniHolding
Corporation (the "Company"); and
WHEREAS, Grantor wishes to grant Xxxxxx Xxxxx ("Xxxxx") the power to
vote and dispose of the Shares; it is
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration:
1. From the date of execution of this agreement, Grantor hereby
appoints Xxxxx with full power of substitution, as proxy for Grantor in
Grantor's name, place and stead to vote (or refrain from voting) all the Shares
at any annual, special or other meeting of the stockholders of the Company,
exercising such proxy in Purchaser's sole discretion with respect to any matter
on which stockholders of the Company may vote. The Grantor hereby revokes any
proxies previously granted with respect to the Shares.
2. Grantor hereby further appoints and constitutes Xxxxx as her true
and lawful agent, attorney-in-fact with power to dispose of the Shares for her
benefit whenever such disposition, in the discretion of Xxxxx shall be
requisite, necessary, or advisable, and to do and perform each and every act and
thing whatsoever requisite, necessary, or advisable, in each case, in the
discretion of Xxxxx to be done in the exercise of such rights and powers.
2. This Proxy and Power of Attorney shall revocable at the option of
either Party upon ninety days notice by executing and delivering a written
revocation to the other party.
Acknowledged and agreed, as of this 2nd day of February, 2001
By: /S/ XXXXXXXXXX XXXXX-XXXXX
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Xxxxxxxxxx Xxxxx-Xxxxx
