Exhibit 10.18
AGREEMENT
This agreement is entered into as of January 8, 1992 by and between Goal
Systems International Inc.., an Ohio corporation ("Goal"), on the one hand, and
Neon Systems, Inc. an Illinois corporation ("Neon"), and Xxxxx Xxxxxxxxx, an
individual and the sole shareholder of Neon ("Xxxxxxxxx"), on the other hand
(collectively, the "Neon Parties"), who hereby agree as follows:
BACKGROUND
A. Goal is in the business of acquiring, developing, supporting, and
marketing software products, including its OPS/MVS software product (the "OPS
Product"). Neon is in the business of acquiring, developing, supporting and
marketing software products, including Neon's Shadow DB2 product (the "Shadow
Product").
B. Neon wishes to acquire from Goal rights to use the source code from
release 2.2 and earlier for the OPS Product (the "OPS Source") and the source
code from other Goal software products and other releases of the OPS Product
(collectively "Other Goal Source") for inclusion in software products to be
developed, licensed and/or marketed by Neon. (The OPS Source and the Other Goal
Source are referred to collectively herein as the "Goal Source"). All
references to OPS Source shall be deemed to include all the related tools (for
example, edit macros and clists including those used to support OPS/MVS).
C. Goal wishes to acquire from Neon rights to use the source code from
the initial release of the Shadow Product (The "Shadow Source") and the source
code for other Neon software products and other releases of the Shadow Product
(collectively "Other Neon Source") for inclusion in software products to be
developed, licensed and/or marketed by Goal. (The Shadow Source and the Other
Neon Source are referred to collectively herein as the "Neon Source"). All
references to Shadow Source shall be deemed to include all the related tools
(for example, edit-macros and clists including those used to support Shadow).
D. The parties acknowledge that the licensing and/or marketing to be done
by either party may be done either directly or through third parties, including
by way of example and not limitation, OEMS ("Original Equipment Manufacturer" as
that term is used in the software industry).
E. Goal is willing to grant such rights to Neon as provided herein.
F. Neon is willing to grant such rights to Goal as provided herein.
AGREEMENT
For good, adequate and valuable consideration, including the above preamble, the
parties agree
1. GRANT OF RIGHTS TO USE OPS SOURCE. Goal hereby grants to Neon the
non-exclusive right to use the OPS Source for inclusion in, in the development
of, and/or in the enhancement of, software products to be owned, supported,
licensed and/or marketed by Neon. Such software products shall not be
competitive with any existing or currently planned software product of Goal
which existing or currently planned software product of Goal is described in
Schedule A titled "Current and Planned Goal Software Product". Any software
owned, supported, licensed and/or marketed by Neon which is not competitive with
the Goal software products listed in Schedule A as they currently exist or, with
respect to planned software, as they are described therein, shall be deemed to
be "Authorized Neon Software Product". None of the OPS Source may be used by
Neon for inclusion in, in the development of, or in the enhancement of, any
software product other than Authorized Neon Software Product or in any other way
without the express written consent of Goal.
2. USE OF OTHER GOAL SOURCE. Upon request by Neon, Goal may (but shall
not be obligated to) grant to Neon the nonexclusive right to use specified other
Goal Source ("Authorized Other Goal Source") for inclusion in, in the
development of, and/or in the enhancement of, software products to be owned
supported, licensed and/or marketed by Neon. Any such other software product to
be owned, supported, licensed and/or marketed by Neon using the Authorized Other
Goal Source shall be a software product which meets the requirements of being
"Authorized Neon Software Product" and such other additional requirements as may
be determined by Goal at that time and shall be herein referred to as
"Authorized Other Neon Software Product". The Authorized Other Goal Source and
any such other additional requirements shall be specified by way of the attached
Exhibit A titled "Authorized Other Goal Source - Approval Sheet".
Authorized Neon Software Product and all Authorized other Neon
Software Product are referred to collectively herein as "Authorized Neon
Product".
3. GRANT OF RIGHTS TO USE SHADOW SOURCE. Neon hereby grants to Goal the
non-exclusive right to use the Shadow Source for inclusion in, in the
development of, and/or in the enhancement of, software products to be owned,
supported, licensed and/or marketed by Goal. Such software products shall not
be competitive with any existing or currently planned software product of Neon
which existing or currently planned software product of Neon is described in
Schedule B titled "Current and Planned Neon Software Product". Any software
owned, supported, licensed and/or marketed by Goal which is not competitive with
the Neon software products listed in Schedule B as they currently exist or, with
respect to planned software, as they are described therein, shall be deemed to
be "Authorized Goal Software Product". None of the Shadow Source may be used by
Goal for inclusion in, in the development of, or in the enhancement of, any
software product other than Authorized Goal Software Product or in any other way
without the express written consent of Neon.
4. USE OF OTHER NEON SOURCE. Upon request by Goal, Neon may (but shall
not be obligated to) grant to Goal the nonexclusive right to use specified Other
Neon Source ("Authorized Other Neon Source") for inclusion in, in the
development of, and/or in the enhancement of, software products to be owned,
supported, licensed and/or marketed by Goal. Any such other software product to
be owned, supported, licensed and/or marketed by Goal
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using the Authorized Other Neon Source shall be a software product which meets
the requirements of being an "Authorized Goal Software Product" and such other
additional requirements as may be determined by Neon at that time and shall be
herein referred to as "Authorized Other Goal Software Product". The Authorized
other Neon Source and any such other additional requirements shall be specified
by way of the attached Exhibit B titled "Authorized Other Neon Source - Approval
Sheet".
Authorized Goal Software Product and all Authorized other Goal Software
Product are referred to collectively herein as "Authorized Goal Product".
5. NEON PARTIES CONFIDENTIALITY. During the term of this agreement and
at all tines thereafter, the Neon Parties agree to keep confidential and not
disclose to anyone or use in any way other than as specifically permitted herein
any of the Goal Source, including any OPS Source and/or any Authorized other
Goal Source incorporated into any Authorized Neon Product, provided that this
provision shall cease to apply to any OPS Source and/or Authorized Other Goal
Source which is incorporated into any Authorized Neon Product after five years
from the date of termination of this agreement.
6. GOAL CONFIDENTIALITY. During the term of this agreement and at all
times thereafter, Goal agrees to keep confidential and not disclose to anyone or
use in any way other than as specifically permitted herein any of the Neon
Source, including any Shadow Source and/or any Authorized other Neon Source
incorporated into any Authorized Goal Software Product, provided that this
provision shall cease to apply to any Shadow Source and/or any Authorized other
Neon Source which is incorporated into any Authorized Goal Product after five
years from the date of termination of this agreement.
7. TERM AND TERMINATION. The term of this agreement shall commence on
the date hereof and continue in effect until such date as is one year after the
date of the release of Neon's first software product and thereafter until
terminated by either Goal or Neon by giving ninety (90) days written notice of
termination to the other, provided that (a) Goal may in all events terminate
this agreement at any time upon written notice to Neon in the event that
Xxxxxxxxx hereafter ceases to own or control over 50% of either the aggregate
outstanding voting stock or the aggregate outstanding equity interest in Neon,
and (b) Neon may in all events terminate this agreement at any time upon written
notice to Goal in the event that a "New Goal Party" (as defined below) hereafter
owns or controls over 50% of either the aggregate outstanding voting stock or
the aggregate outstanding equity interest in Goal. For this purpose, the term
"New Goal Party" shall mean any single individual or corporate person or groups
of individual or corporate persons acting together (excluding however any
"Existing Goal Controlling Parties"). "Existing Goal Controlling Parties" shall
mean the current Directors of Goal and the three shareholders currently owning
the largest number of outstanding shares of Goal stock.
Upon termination, all parties shall cease to have any further rights or
obligations hereunder except those which expressly survive the termination of
this agreement.
Neon's right under Sections 1 and 2 herein to use the OPS Source and Authorized
Other Goal Source, which source code has prior to that time been used, or is
then being actively used,
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pursuant to the terms of this agreement for inclusion in, in the development of,
and/or in the enhancement of, software products owned, supported, licensed
and/or marketed by Neon, shall survive termination of this agreement. All other
rights to use the OPS Source or the Authorized Other Goal Source granted
hereunder shall terminate.
Goal's right under Sections 3 and 4 herein to use the Shadow Source and
Authorized Other Neon Source, which source code has prior to that time been
used, or is then being actively used, pursuant to the terms of this agreement
for inclusion in, in the development of, and/or in the enhancement of, software
products owned, supported, licensed and/or marketed by Goal, shall survive
termination of this agreement. All other rights to use the Shadow Source or the
Authorized Other Neon Source granted hereunder shall terminate.
The parties rights and obligations under Sections 5, 6, 7, 8, 9, 10, 11, 12, 13,
14, 15, 16 and 21 shall survive termination of this agreement.
8. COMPETING PRODUCTS. Nothing herein shall restrict or prevent Goal
from acquiring, developing, licensing, supporting and/or marketing software
products which are competitive with software products of Neon, provided that
Goal shall be restricted to using the Shadow Source and the Authorized Other
Neon Source solely for inclusion in, in the development of, and/or in the
enhancement of an Authorized Goal Product. Nothing herein shall restrict or
prevent Neon from acquiring, developing, licensing, supporting and/or marketing
software products which are competitive with software products of Goal, provided
that Neon shall be restricted to using the OPS Source and the Authorized Other
Goal Source solely for inclusion in, in the development of, and/or in the
enhancement of an Authorized Neon Product.
9. SOURCE CODE DISPUTES. Notwithstanding anything to the contrary
(including section 13), if there is ever any dispute over the improper or
unauthorized use of source code by either Neon or Goal, and if by reason
thereof, the party charged with such improper use is required to discontinue use
of the disputed source code, then such party shall be provided a reasonable
period of time not to exceed nine (9) months to discontinue use of the disputed
source code and to develop replacement source code independent of and without
any use of or reference to such disputed source code."
10. NEON BOARD MEETINGS. For the purpose of assuring a reasonable level
of communication between Goal and Neon with respect to its relationship
hereunder, Goal shall have the right to have a non-voting representative present
and participating at all meetings of the board of directors of Neon. This right
shall exist for the period of five (5) years from the date hereof, and shall
continue thereafter if and for so long as this agreement is still in effect.
11. OTHER XXXXXXXXX AGREEMENTS AND PROPRIETARY RIGHTS. This agreement
shall not affect any other agreements between or among any of the parties,
(which agreements include the Confidentiality and Invention Agreement between
Xxxxxxxxx and Goal, the Affirmation of Confidentiality and Invention Agreement
between Xxxxxxxxx and Goal, dated April 12, 1990, the MVS Security holders
Competition Restriction Agreement between Xxxxxxxxx and Goal, dated April 12,
1990, and any other agreements between or among any of the parties) which
agreements shall remain in full force and effect except as provided below:
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(a) Neon hereby agrees to be bound by the MVS Security holders Competition
Restriction Agreement for the same period of time that Xxxxxxxxx is
bound thereby.
(b) To the extent that any agreement between or among Xxxxxxxxx and Goal
restricts or limits Xxxxxxxxx'x use of any Goal proprietary rights or
information in a manner inconsistent with the rights granted to Neon
under this agreement, the terms of this agreement shall prevail.
(c) The parties acknowledge that Xxxxxxxxx is currently an employee of
Goal, and as a result, all rights to any work performed by Xxxxxxxxx
for Goal shall belong exclusively to Goal and shall be treated as a
"work for Hire" on behalf of Goal, unless the parties agree in writing
to the contrary. Prior to commencing any work for Goal, if Xxxxxxxxx
intends to incorporate into such work software developed by him as an
employee of Neon ("Neon Proprietary Information"), Xxxxxxxxx must
first send written notice thereof to Goal's Legal Department -
Attention: General Counsel (the "Proprietary Rights Notice"). If
after Goal receives the Proprietary Rights Notice, Goal consents in
writing to Xxxxxxxxx'x incorporation of Neon Proprietary Information
into work to be performed by Xxxxxxxxx for Goal as a Goal employee,
Neon shall retain title to the Neon Proprietary Information, but Goal
shall have a nonexclusive, worldwide right to use the Neon Proprietary
Information for inclusion in, in the development of, and/or in the
enhancement of software products to be owned., supported, licensed
and/or marketed by Goal.
12. XXXXXXXXX GUARANTEE. Subject to Section 21, Xxxxxxxxx hereby
unconditionally guarantees all of the obligations of Neon under this agreement.
13. DEFAULT. In the event that either Goal or the Neon Parties are in
material default under any provision of this agreement, the other party shall
have the rights provided for in this Section. The non-defaulting party shall
provide written notice of any such default to the defaulting party, and the
defaulting party shall then have a period of 30 days after such written notice
in which to correct the default. If the defaulting party has not corrected the
default within such period of time, the non-defaulting party may terminate this
agreement by written notice to the defaulting party.
14. COMMUNICATIONS. Except as otherwise provided herein, notices and
other written communications by either party to the other party shall be made or
given when delivered personally to the other party (in the case of a
corporation, to the attention of the chief executive officer or any vice
president reporting to the chief executive officer) or when deposited in the
United States mail, first-class postage prepaid, and addressed to the other
party at the-address set forth for such party below its signature at the end of
this agreement (or at such other address as that party may previously have
specified in a notice to the other party).
15. ARBITRATION. Section 15 is deleted and replaced with Section 23.
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16. SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and
inure to the benefit of the respective heirs, personal representatives,
successors and assigns of the parties hereto. However, no party shall have the
right to assign this agreement or any of its obligations or responsibilities
hereunder without the prior written consent of the other parties.
17. RELATIONSHIP BETWEEN PARTIES. The parties to this agreement are
independent contractors with respect hereto. No form of joint venture,
partnership or similar relationship between the parties is intended or hereby
created.
18. AMENDMENT; WAIVER; REMEDIES. No amendment or modification of any
provision of this agreement shall be effective unless in writing and signed by
the party against whom such amendment or-modification is sought to be enforced.
The failure of any party at any time or times to demand strict performance by
the other party of any of the terms, covenants or conditions set forth herein
shall not be construed as a continuing waiver or relinquishment thereof. Any
party may at any time demand strict and complete performance by any other party
of said terms, covenants and conditions.
19. SEVERABILITY. If any provision of this agreement shall be held by a
court of competent jurisdiction to be contrary to law., the remaining provisions
of this agreement shall remain in full force and effect.
20. ENTIRE AGREEMENT. This agreement constitutes the entire agreement
between the parties concerning the subject matter hereof and includes the
following which are hereby attached hereto and made a part hereof:
/ / Schedule A titled "Current and Planned Goal Software Product"
/ / Exhibit A titled "Authorized Other Goal Source Approval Sheet"
/ / Schedule B titled "Current and Planned Neon Software Product"
/ / Exhibit B titled "Authorized Other Neon Source Approval Sheet"
21. NOTIFICATION RIGHTS. At all times during the term of this agreement
and for a period of five (5) years thereafter, Neon shall provide Goal's
designated non-voting representative to its Board with reasonable advance notice
of (a) any proposed significant grant of marketing or other rights in any
Authorized Neon Product which incorporates any OPS Source or Authorized Other
Goal Source to any third party (specifically excluding end user licenses), or
(b) any proposed election to sell ownership of any Authorized Neon Product which
incorporates any OPS Source or Authorized Other Goal Source to any third party.
The purpose of this right of notification is to permit Goal the opportunity to
negotiate with Neon to sell or license the same to Goal before Neon closes the
transaction with the third party. This section creates no obligation on the
part of Neon or Goal to engage in any transaction with the other and each party
-4MEP_--- shall be required to keep provisions of and the existence of this
section, and any information about any proposed transaction covered by this
section, confidential
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and limit knowledge thereof to those of its employees with a clear need to know.
This obligation of confidentiality shall terminate after five years from the
date of termination of this agreement.
22. RELEASE OF GUARANTEE. Xxxxxxxxx'x guarantee under the Agreement shall
terminate upon the occurrence of any- of the following:
(a) Neon, in any period of four years (i) becomes publicly held (ii)
obtains an average annual cumulative volume of gross revenues equal to
or exceeding $100,000,000, and (iii) obtains an average annual
cumulative volume of pre tax net income equal to or exceeding
$10,000,000; or
(b) Xxxxxxxxx or Neon provides a substitute guarantee from a publicly held
company that has had during the previous four year period (i) an
average annual cumulative volume of gross revenue equal to or
exceeding $100,000,000, and (ii) an average annual cumulative volume
of pre tax net income equal to or exceeding $10,000,000; or
(c) Xxxxxxxxx or Neon provides a performance bond issued by a bonding
company reasonably acceptable to Goal, in the amount of $5,000,000
which bond shall have a term of 10 years or longer; or
(d) Xxxxxxxxx or Neon provides a 10 year $5,000,000 standby letter of
credit, from a financial institution reasonably acceptable to Goal, as
a substitute for Xxxxxxxxx'x guarantee.
The above references to Neon in sub-section a. above is intended to specifically
include any surviving entity in a merger involving Neon. The numbers referred
to in subsections a. and b. above shall be determined by certified audited
financials conducted according to Generally Accepted Accounting Principles.
Goal shall be entitled to precondition the termination of Xxxxxxxxx'x guarantee
pursuant to Sections a. and b. above on (I) supporting certified audited
financials prepared by a "Big 611 accounting firm, or on (ii) a confirming audit
to be conducted at the expense of Goal which audit, if so required, shall not be
unreasonably delayed.
23. ARBITRATION. Any dispute over the Agreement shall be arbitrated
according to the commercial arbitration rules of the American Arbitration
Association ("AAA"). Arbitration shall be conducted at the AAA Office location
determined by the Respondent. A party shall be deemed to be a Respondent
regardless of what, if any, counterclaim such Respondent may bring against the
initiating party. Parties may participate in any such arbitration by telephone
if they so choose. There shall be one arbitrator which shall be chosen
according to the rules of the AAA.
The Arbitrator shall attempt to avoid imposing unreasonable dollar penalties or
marketplace restrictions on any party, the preferred resolution to any dispute
over use of source code to be to permit the infringing party reasonable time to
replace any infringing code with independently developed non-infringing source
code. In all events, all parties shall have an express obligation of good faith
and fair dealing toward each other. In constructing remedies, the arbitrator
shall attempt to fashion remedies which produce commercially reasonable results
for all parties
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involved, and shall take into consideration the extent to which the parties have
complied with the obligation of good faith and fair dealing.
Nothing herein shall prohibit the parties from engaging in non-binding mediation
prior to commencement of any binding arbitration, although no party shall be
obligated to do so.
This section shall survive any termination of the Agreement.
24. AUDIT RIGHTS. Both Neon and Goal shall have the right to audit the
source code of the other in order to assure compliance by the other party. The
auditing party shall conduct the audit at its own expense. Either party may
require reasonable conditions on such audit in order to assure that its
proprietary rights remain protected, provided-however, Xxxxxxxxx shall not be
directly or indirectly prevented from participating in any such audit. This
section shall survive any termination of the Agreement. Such audits shall not
occur more than twice per year.
25. INITIAL RELEASE OF SHADOW. While the shadow product exists in a
pre-beta form, it has not yet been released for use by licensees. The initial
release of the Shadow Product shall mean its release for general availability to
licensees. In the event this does not occur within one year of the date of this
agreement, it shall be deemed to have occurred on the first year anniversary of
this Agreement.
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IN WITNESS WHEREOF, this agreement is executed by the parties effective as
of the date first set forth above.
GOAL SYSTEMS INTERNATIONAL INC. NEON SYSTEMS, INC.
By; /s/ X. Xxxx Atei By: /s/ Xxxxx Xxxxxxxxx
-------------------------- -----------------------------
Name: X. Xxxx Atei Name: Xxxxx Xxxxxxxxx
-------------------------- -----------------------------
Title: Vice President Title: President
------------------------ ---------------------------
Address: 0000 Xxxxx Xxxx Xxxxxx Address: 0000 Xxxxx Xx., Xxxxx 000X
Xxxxxxxx, Xxxx 00000 Xxxxxxx, XX 00000
/s/ Xxxxx Xxxxxxxxx
----------------------------------------------
Xxxxx Xxxxxxxxx
Address 0000 Xxxxx Xx. Xxxxx 000X
Xxxxxxx, XX 00000
Schedule A
Current and Planned Goal Software Product
The following software products, as described below, shall be deemed the
existing or currently planned software products of Goal. To the extent the
following descriptions are ambiguous or incomplete they shall be construed in
the light most favorable to Neon:
/ / OPS/MVS and all features of OPS/MVS such as the OCF, the IOF, the COF, OCP,
OPS/Relay, etc.
/ / SAR (Sysout Archive & Retrieval)
/ / Arise
/ / Express Delivery
/ / EPIC (for all platforms)
/ / Runtrac
/ / Jobtracc
/ / Phoenix
/ / Explore (MVS, VM, VSE, CICS, SQL/DS)
/ / VSAM Utilities
/ / Insight DB2
/ / FAQS/ASO
/ / FAQS/PCS
/ / Preference
/ / Alert (VM, VSE)
/ / Flee
/ / SAR VSE
/ / Explore SQL (for SQL/DS)
/ / Sysview
/ / IN2ITIVE
/ / a DOS Windows 3.0 training product (not yet named)
/ / a flowcharting tool for MVS J6bstream (not yet named)
/ / Sunrise
/ / PDSMAN
/ / DB-Delivery
/ / Preview
/ / XXXXX/DB2
/ / The Data Storage Management software product currently being developed
pursuant to a Development and Marketing Agreement between Goal and Mission
Critical Software, Inc. The DSM product automates data and disk space
management for distributed computers.
The above software products include those enhancementsp-PS-7 that would be
reasonably foreseeable byw4;65h (as of the date this Agreement is executed) as
being necessary to keep the software products competitive in the future.
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Exhibit A
Authorized other Goal Source - Approval Sheet
Goal hereby grants to Neon the non-exclusive right to use the following
specified Other Goal Source as Authorized Other Goal Source for inclusion in, in
the development of, and/or in the enhancement of, software products to be owned,
supported, licensed and/or marketed by Neon. Any such software product to be
owned, supported, licensed and/or marketed by Neon using this Authorized Other
Goal Source shall be a software product which meets the requirements of being
"Authorized Neon Software Product" and the following additional requirements:
The Authorized Other Goal Source is:
/ /
/ /
/ /
/ /
/ /
The additional requirements are:
/ /
/ /
/ /
/ /
/ /
To the extent the above descriptions and definitions are ambiguous or incomplete
they shall be construed in the light most favorable to Neon.
GOAL SYSTEMS INTERNATIONAL INC. NEON SYSTEMS, INC.
By: /s/ X. Xxxx Atei By: /s/ Xxxxx Xxxxxxxxx
--------------------------- -----------------------------
Name: X. Xxxx Atei Name: Xxxxx Xxxxxxxxx
-------------------------- -----------------------------
Title: Vice President Title: President
------------------------- ---------------------------
Address: 0000 Xxxxx Xxxx Xxxxxx Address: 0000 Xxxxx Xx., Xxxxx 000X
Xxxxxxxx, Xxxx 00000 Xxxxxxx, XX 00000
Schedule B
Current and Planned Neon Software Product
The following software products, as described below, shall be deemed the
existing or currently planned software products of Neon. To the extent the
following descriptions are ambiguous or incomplete they shall be construed in
the light most favorable to Goal:
/ / Shadow DB2 it is a user interface to DB2 which in its initial release
is compatible with DB2 commands (this includes any future
variations which interface to databases in addition to DB2,
regardless of what names these variations may be given)
.(subsequent releases may have additional or different
command compatibility and each type of compatibility could
be given a different product name)
/ / Shadow IMS it interfaces to IMS as opposed to DB2 (this is a planned
product)
/ / Shadow CICS it interfaces to CICS as opposed to DB2 (this is a planned
product)
/ / APPC MON A monitor for APPC/XVS (this is a planned product)
The above software products include those enhancements that would be reasonably
foreseeab1e (as of the date this Agreement is executed) as being necessary to
keep them competitive in the future.
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Exhibit B
Authorized other Goal Source - Approval Sheet
Neon hereby grants to Goal the non-exclusive right to use the following
specified Other Neon Source as Authorized Other Neon Source for inclusion in, in
the development of, and/or in the enhancement of, software products to be owned,
supported, licensed and/or marketed by Goal. Any such software product to be
owned, supported, licensed and/or marketed by Goal using this Authorized Other
Neon Source shall be a software product which meets the requirements of being
"Authorized Goal Software Product" and the following additional requirements:
The Authorized Other Neon Source is:
/ /
/ /
/ /
/ /
/ /
The additional requirements are:
/ /
/ /
/ /
/ /
/ /
To the extent the above descriptions and definitions are ambiguous or incomplete
they shall be construed in the light most favorable to Goal.
GOAL SYSTEMS INTERNATIONAL INC. NEON SYSTEMS, INC.
By: /s/ X. Xxxx Atei By: /s/ Xxxxx Xxxxxxxxx
--------------------------- -----------------------------
Name: X. Xxxx Atei Name: Xxxxx Xxxxxxxxx
-------------------------- -----------------------------
Title: Vice President Title: President
------------------------- ---------------------------
Address: 0000 Xxxxx Xxxx Xxxxxx Address: 0000 Xxxxx Xx., Xxxxx 000X
Xxxxxxxx, Xxxx 00000 Xxxxxxx, XX 00000