Exhibit 10.27
Memorandum
To: Xxxxxxx XxXxxxx Xx.
CC: Xxxxxxx XxXxxxx Xx.
From: Xxxxxx Xxxxxxxxxx
Date: 04/26/99
Re: Dolphin Capital Lease Agreements
--------------------------------------------------------------------------------
After contacting Dolphin capital the only problem was that on the 2nd lease
(Contract # 15188) they had been charging us sales tax. They have corrected
this. The POC at Dolphin is Xxxxx Xxxxxxxx 0-000-000-0000.
We have 2 contracts with Dolphin Capital:
1. 12980 dated 12/21/98, for the 5 iMac's, 1 super stack Hub, 1 Epson
Stylus Photo Printer.
o $289.35 Monthly for 36 months
2. 15188 dated 01/15/99, for the G3 (Design station) & NEC Monitor
o $165.26 Monthly for 36 months
We can make 1 payment per month the only thing that they ask is that we
reference both contracts numbers on the check.
----------------------
DISPLAY ARTS-KNOXVILLE
----------------------
Dolphin Capital Corporation 0000 X. Xxxxxx, Xxxxxxx, XX 00000 (Leasing
Company/Lessor)
PLAIN LANGUAGE EQUIPMENT LEASE A subsidiary of Atlantic Bank
--------------------------------------------------------------------------------
Lessee: DISPLAY ARTS INC
--------------------------------------------------------------------------------
Payments, Equipment, Purchase Option and Guaranty - See Schedule "A" attached
and made a part hereof.
Terms and Conditions
1. LEASE CHARGES. You (the leasing customer, or lessee) agree to lease from us
(the above leasing company) the equipment listed on attached Schedule "A" for
the periodic payment amount and for the full term stated on Schedule "A". If any
payment is late, we may charge you a late fee of $25.00 or 15% of the amount
that is late, whichever is greater, unless otherwise limited by law. We may also
charge $25.00 for each NSF check and $10.00 for each collection call. You agree
to return the equipment to us at your cost at the end of the lease unless we
have given you a written purchase option and you exercise the option at that
time. If you don't return the equipment, this lease will continue for the same
terms on a monthly basis. If the cost or tax varies from the estimate, you
authorize us to adjust the payments/or (Purchase) Option price proportionately,
up or down, net to exceed twenty percent (20%). You may authorize auto check
payment by marking the checkbox "ACH" on Schedule "A".
2. OTHER IMPORTANT TERMS. THIS LEASE CANNOT BE CANCELED OR MODIFIED BY YOU FOR
ANY REASON, INCLUDING EQUIPMENT FAILURE, LOSS OR DAMAGE. YOU MAY NOT REVOKE
ACCEPTANCE OF THE EQUIPMENT. YOU, NOT WE, SELECTED THE EQUIPMENT AND THE VENDOR.
WE ARE NOT RESPONSIBLE FOR EQUIPMENT FAILURE OR THE VENDOR'S ACTS. YOU ARE
LEASING THE EQUIPMENT "AS IS", and we disclaim all warranties, express or
implied. We are not responsible for service or repairs. Any warranties the
vendor gave to us, if any, we hereby assign (pass) to you. You may contact the
vendor for a statement of such warranties, if any. You certify to us that the
equipment will be used by you solely for business purposes and not for personal
or household purposes.
3. TITLE. We will have title to the equipment during this lease. You agree this
is a "true lease", not a sale or a loan. However, if this lease is determined
not to be a "true lease", you hereby grant us a security interest in the
equipment. You also agree this is a "finance lease" under Article 2A of the
Uniform Commercial Code, and you waive your rights and remedies conferred upon
you by Article 2A. You hereby give us power of attorney to sign and file
financing statements in order to perfect this security interest in our favor.
You also agree to pay our filing and other administrative and processing fees.
4. LOSS; DAMAGE; INSURANCE. You are responsible for and accept the risk of loss
or damage to the equipment. You agree to keep the equipment insured against all
risks of loss in an amount at least equal to the replacement cost, and you will
list us as loss payee and give us written proof of this insurance. IF YOU DO NOT
GIVE US SUCH PROOF, WE MAY (BUT WILL NOT BE OBLIGATED TO) OBTAIN OTHER INSURANCE
AND CHARGE YOU A FEE FOR IT, OR WE MAY CHARGE YOU A MONTHLY RISK CHARGE EQUAL TO
0.25% OF THE ORIGINAL EQUIPMENT COST.
5. TAXES AND OTHER FEES; INDEMNIFICATION. You agree to reimburse us for all
taxes (such as sales, use and property taxes) and charges in connection with the
ownership and use of the equipment. UNLESS WE HAVE GIVEN YOU A WRITTEN OPTION TO
PURCHASE THE EQUIPMENT FOR $1.00 AT THE END OF THE LEASE, YOU AGREE THAT WE ARE
ENTITLED TO ANY AND ALL TAX BENEFITS (SUCH AS DEPRECIATION AND TAX CREDITS), AND
YOU WILL NOT DO ANYTHING INCONSISTENT WITH THIS UNDERSTANDING. IF YOU DO, YOU
WILL INDEMNIFY (REIMBURSE) US FOR ALL LOSSES AND LIABILITIES ARISING OUT OF THE
OWNERSHIP OR YOUR USE OF THE EQUIPMENT. THESE PROMISES WILL CONTINUE AFTER THIS
LEASE ENDS.
6. DEFAULT. If you fail to pay us as agreed, we will have the right to (I)
charge your checking or credit card account and/or xxx you for all past due
payments AND ALL PAYMENTS TO BECOME DUE IN THE FUTURE FOR THE UNEXPIRED TERM,
plus the residual value we have placed on the equipment and other charges you
owe us, and (II) repossess the equipment. You will also pay for our reasonable
collection and legal costs. THIS LEASE IS GOVERNED BY MISSOURI LAW, AND YOU
AGREE IN THE EVENT OF YOUR DEFAULT OR ANY DISPUTE YOU MAY HAVE CONCERNING THIS
LEASE THAT THE EXCLUSIVE JURISDICTION IN DETERMINING SUCH DISPUTES SHALL BE THE
RESPECTIVE STATE COURTS OF XXXXXXXX COUNTY, MISSOURI.
7. ASSIGNMENT. YOU AGREE THAT YOU MAY NOT ASSIGN (TRANSFER) THIS LEASE OR
SUBLEASE THE EQUIPMENT TO ANYONE ELSE. YOU AGREE THAT WE MAY SELL OR ASSIGN ANY
OF OUR INTERESTS TO A NEW OWNER OR A SECURED PARTY ("Third Person") WITHOUT
NOTICE TO YOU. In that event, the Third Person will have such rights as we
assign to them but none of our obligations (we will keep these obligations), and
the rights of the Third Person will not be subject to any claims, defenses or
set-offs that you may have against us or another person.
8. MISCELLANEOUS. You authorize us to share credit and other information about
you and your company with our affiliates. For your convenience, we may accept a
facsimile copy of this lease with facsimile signatures. You agree a facsimile
copy will be treated as an original and will be admissible as evidence of this
lease.
NOTICE: THIS IS A NON-CANCELABLE, BINDING CONTRACT.
Lessee: DISPLAY ARTS INC Lessor: DOLPHIN CAPITAL CORPORATION
Signature: /s/ Xxxxxxx XxXxxxx Signature:
------------------------- -------------------------
Title: CEO Title:
------------------------- -------------------------
Date: 12-21-98 Date:
------------------------- -------------------------
LGI Reference #: 10280314
[LOGO]
DOLPHIN
CAPITAL
ADDENDUM
--------------------------------------------------------------------------------
AMENDMENT TO LEASE: 00000-X-000
XXXXXX NAME: DISPLAY ARTS
Lessee hereby agrees that this instrument is an amendment to said Lease and
acknowledges receipt of a copy of said amendment.
The "Schedule of Equipment" shall be amended by deleting:
QUANTITY, and DESCRIPTION XXXXX #
0 SUPER STACK.
and by substituting Additional equipment therefore the following:
QUANTITY, and DESCRIPTION XXXXX #
0 WEBONLY: SUPER STACK II DUAL.
The "Schedule of Payment" shall be amended by deleting said "Schedule of
Payment" as it appears in said Lease and by substituting therefore the
following:
Original Total # of Amount of Security
Term of Lease Rental Payments Each Payment Deposit
------------- --------------- ------------ -------
36 36 1@$290.42
35@ 289.34
(Applicable Taxes to be Billed)
Purchase Option at Lease end: 10%.
All other terms and conditions of the Lease Agreement shall continue in full
force and effect.
PROPOSED BY LESSEE ON: ACCEPTED BY LESSOR ON:
January 18, 1999
--------------------------- -----------------------------
(DATE) (DATE)
Lessee: (DISPLAY ARTS) Lessor: DOLPHIN CAPITAL CORP.
BY: /s/ Xxxxxx X. XxXxxxx BY:
------------------------- -------------------------
TITLE: President TITLE:
---------------------- ----------------------
SCHEDULE A,
ATTACHED TO AND MADE A PART OF THAT CERTAIN LEASE AGREEMENT
WITH LGI REFERENCE # 10280314 BETWEEN Dolphin Capital Corporation AS LESSOR
AND Display Arts Inc AS LESSEE
--------------------------------------------------------------------------------
Lessee: DISPLAY ARTS INC
Billing Address: 0000 XXX XXXX XXXX XXXXXXXXX, XX 00000
Equipment Address: 0000 XXX XXXX XXXX XXXXXXXXX, XX 00000
Telephone Number: (000)000-0000
SUPPLIER: MICROWAREHOUSE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Term of Lease Number of Payments: Payment Amount: Security Deposit: Documentation Fee:
36 36 $292.04 $584.08 $35.00
(months) Plus applicable taxes Due and Payable with
the first monthly
payment
I accept that Dolphin Capital Corporation debit my account directly (ACH) |_|
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EQUIPMENT
Description of Leased Equipment:
5 APPLE IMAC COMPUTER
1 SUPERSTACK HUB
1 EPSON STYLUS PHOTO PRN
--------------------------------------------------------------------------------
PURCHASE OPTION
Lessor hereby grants to the above named Lessee, the option to purchase the
Equipment ("Option") covered by the aforesaid Lease OPTION PRICE: $ 811.22 plus
applicable sales tax, if any.
--------------------------------------------------------------------------------
LESSEE: DISPLAY ARTS INC LESSOR: Dolphin Capital Corporation
BY: /s/ Xxxxxxx XxXxxxx BY:
---------------------- -----------------------
NAME/TITLE: CEO DATE:
---------------------- -----------------------
DATE: 12/21/98
----------------------
--------------------------------------------------------------------------------
Dolphin Capital Corporation 0000 X. Xxxxxx, Xxxxxxx, XX 00000 (Leasing
Company/Lessor)
PLAIN LANGUAGE EQUIPMENT LEASE A subsidiary of Atlantic Bank
--------------------------------------------------------------------------------
Lessee: DISPLAY ARTS INC
--------------------------------------------------------------------------------
Payments, Equipment, Purchase Option and Guaranty - See Schedule "A" attached
and made a part hereof.
Terms and Conditions
1. LEASE CHARGES. You (the leasing customer, or lessee) agree to lease from us
(the above leasing company) the equipment listed on attached Schedule "A" for
the periodic payment amount and for the full term stated on Schedule "A". If any
payment is late, we may charge you a late fee of $25.00 or 15% of the amount
that is late, whichever is greater, unless otherwise limited by law. We may also
charge $25.00 for each NSF check and $10.00 for each collection call. You agree
to return the equipment to us at your cost at the end of the lease unless we
have given you a written purchase option and you exercise the option at that
time. If you don't return the equipment, this lease will continue for the same
terms on a monthly basis. If the cost or tax varies from the estimate, you
authorize us to adjust the payments/or (Purchase) Option price proportionately,
up or down, net to exceed twenty percent (20%). You may authorize auto check
payment by marking the checkbox "ACH" on Schedule "A".
2. OTHER IMPORTANT TERMS. THIS LEASE CANNOT BE CANCELED OR MODIFIED BY YOU FOR
ANY REASON, INCLUDING EQUIPMENT FAILURE, LOSS OR DAMAGE. YOU MAY NOT REVOKE
ACCEPTANCE OF THE EQUIPMENT. YOU, NOT WE, SELECTED THE EQUIPMENT AND THE VENDOR.
WE ARE NOT RESPONSIBLE FOR EQUIPMENT FAILURE OR THE VENDOR'S ACTS. YOU ARE
LEASING THE EQUIPMENT "AS IS", and we disclaim all warranties, express or
implied. We are not responsible for service or repairs. Any warranties the
vendor gave to us, if any, we hereby assign (pass) to you. You may contact the
vendor for a statement of such warranties, if any. You certify to us that the
equipment will be used by you solely for business purposes and not for personal
or household purposes.
3. TITLE. We will have title to the equipment during this lease. You agree this
is a "true lease", not a sale or a loan. However, if this lease is determined
not to be a "true lease", you hereby grant us a security interest in the
equipment. You also agree this is a "finance lease" under Article 2A of the
Uniform Commercial Code, and you waive your rights and remedies conferred upon
you by Article 2A. You hereby give us power of attorney to sign and file
financing statements in order to perfect this security interest in our favor.
You also agree to pay our filing and other administrative and processing fees.
4. LOSS; DAMAGE; INSURANCE. You are responsible for and accept the risk of loss
or damage to the equipment. You agree to keep the equipment insured against all
risks of loss in an amount at least equal to the replacement cost, and you will
list us as loss payee and give us written proof of this insurance. IF YOU DO NOT
GIVE US SUCH PROOF, WE MAY (BUT WILL NOT BE OBLIGATED TO) OBTAIN OTHER INSURANCE
AND CHARGE YOU A FEE FOR IT, OR WE MAY CHARGE YOU A MONTHLY RISK CHARGE EQUAL TO
0.25% OF THE ORIGINAL EQUIPMENT COST.
5. TAXES AND OTHER FEES; INDEMNIFICATION. You agree to reimburse us for all
taxes (such as sales, use and property taxes) and charges in connection with the
ownership and use of the equipment. UNLESS WE HAVE GIVEN YOU A WRITTEN OPTION TO
PURCHASE THE EQUIPMENT FOR $1.00 AT THE END OF THE LEASE, YOU AGREE THAT WE ARE
ENTITLED TO ANY AND ALL TAX BENEFITS (SUCH AS DEPRECIATION AND TAX CREDITS), AND
YOU WILL NOT DO ANYTHING INCONSISTENT WITH THIS UNDERSTANDING. IF YOU DO, YOU
WILL INDEMNIFY (REIMBURSE) US FOR ALL LOSSES AND LIABILITIES ARISING OUT OF THE
OWNERSHIP OR YOUR USE OF THE EQUIPMENT. THESE PROMISES WILL CONTINUE AFTER THIS
LEASE ENDS.
6. DEFAULT. If you fail to pay us as agreed, we will have the right to (I)
charge your checking or credit card account and/or xxx you for all past due
payments AND ALL PAYMENTS TO BECOME DUE IN THE FUTURE FOR THE UNEXPIRED TERM,
plus the residual value we have placed on the equipment and other charges you
owe us, and (II) repossess the equipment. You will also pay for our reasonable
collection and legal costs. THIS LEASE IS GOVERNED BY MISSOURI LAW, AND YOU
AGREE IN THE EVENT OF YOUR DEFAULT OR ANY DISPUTE YOU MAY HAVE CONCERNING THIS
LEASE THAT THE EXCLUSIVE JURISDICTION IN DETERMINING SUCH DISPUTES SHALL BE THE
RESPECTIVE STATE COURTS OF XXXXXXXX COUNTY, MISSOURI.
7. ASSIGNMENT. YOU AGREE THAT YOU MAY NOT ASSIGN (TRANSFER) THIS LEASE OR
SUBLEASE THE EQUIPMENT TO ANYONE ELSE. YOU AGREE THAT WE MAY SELL OR ASSIGN ANY
OF OUR INTERESTS TO A NEW OWNER OR A SECURED PARTY ("Third Person") WITHOUT
NOTICE TO YOU. In that event, the Third Person will have such rights as we
assign to them but none of our obligations (we will keep these obligations), and
the rights of the Third Person will not be subject to any claims, defenses or
set-offs that you may have against us or another person.
8. MISCELLANEOUS. You authorize us to share credit and other information about
you and your company with our affiliates. For your convenience, we may accept a
facsimile copy of this lease with facsimile signatures. You agree a facsimile
copy will be treated as an original and will be admissible as evidence of this
lease.
NOTICE: THIS IS A NON-CANCELABLE, BINDING CONTRACT.
Lessee: DISPLAY ARTS INC Lessor: DOLPHIN CAPITAL CORPORATION
Signature: /s/ Xxxxxxx XxXxxxx Signature:
------------------------- -------------------------
Title: V.P. Title:
------------------------- -------------------------
Date: 1/15/99 Date:
------------------------- -------------------------
LGI Reference #: 10283470
SCHEDULE A,
ATTACHED TO AND MADE A PART OF THAT CERTAIN LEASE AGREEMENT
WITH LGI REFERENCE # 10283470 BETWEEN Dolphin Capital Corporation AS LESSOR
AND Display Arts Inc AS LESSEE
--------------------------------------------------------------------------------
Lessee: DISPLAY ARTS INC
Billing Address: 0000 XXX XXXX XXXX XXXXXXXXX, XX 00000
Equipment Address: 0000 XXX XXXX XXXX XXXXXXXXX, XX 00000
Telephone Number: (000)000-0000
SUPPLIER: MICROWAREHOUSE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Term of Lease Number of Payments: Payment Amount: Security Deposit: Documentation Fee:
36 36 $166.18 $332.36 $49.00
(months) Plus applicable taxes Due and Payable with
the first monthly
payment
I accept that Dolphin Capital Corporation debit my account directly (ACH) |_|
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EQUIPMENT
Description of Leased Equipment:
1 APPLE COMPUTER
1 NEC MONITOR
--------------------------------------------------------------------------------
PURCHASE OPTION
Lessor hereby grants to the above named Lessee, the option to purchase the
Equipment ("Option") covered by the aforesaid Lease for OPTION PRICE $461.61
plus applicable sales tax, if any.
--------------------------------------------------------------------------------
LESSEE: DISPLAY ARTS INC LESSOR: Dolphin Capital Corporation
BY: /s/ XXXXXXX XXXXXXX BY:
---------------------- ------------------------
NAME/TITLE: Xxxxxxx XxXxxxx/V.P. DATE:
---------------------- ------------------------
DATE: 1/15/99
----------------------
--------------------------------------------------------------------------------
Dolphin Capital Corporation 0000 X. Xxxxxx, Xxxxxxx, XX 00000 (Leasing
Company/Lessor)
PLAIN LANGUAGE EQUIPMENT LEASE A subsidiary of Atlantic Bank
--------------------------------------------------------------------------------
Lessee: DISPLAY ARTS INC
--------------------------------------------------------------------------------
Payments, Equipment, Purchase Option and Guaranty - See Schedule "A" attached
and made a part hereof.
Terms and Conditions
1. LEASE CHARGES. You (the leasing customer, or lessee) agree to lease from us
(the above leasing company) the equipment listed on attached Schedule "A" for
the periodic payment amount and for the full term stated on Schedule "A". If any
payment is late, we may charge you a late fee of $25.00 or 15% of the amount
that is late, whichever is greater, unless otherwise limited by law. We may also
charge $25.00 for each NSF check and $10.00 for each collection call. You agree
to return the equipment to us at your cost at the end of the lease unless we
have given you a written purchase option and you exercise the option at that
time. If you don't return the equipment, this lease will continue for the same
terms on a monthly basis. If the cost or tax varies from the estimate, you
authorize us to adjust the payments/or (Purchase) Option price proportionately,
up or down, net to exceed twenty percent (20%). You may authorize auto check
payment by marking the checkbox "ACH" on Schedule "A".
2. OTHER IMPORTANT TERMS. THIS LEASE CANNOT BE CANCELED OR MODIFIED BY YOU FOR
ANY REASON, INCLUDING EQUIPMENT FAILURE, LOSS OR DAMAGE. YOU MAY NOT REVOKE
ACCEPTANCE OF THE EQUIPMENT. YOU, NOT WE, SELECTED THE EQUIPMENT AND THE VENDOR.
WE ARE NOT RESPONSIBLE FOR EQUIPMENT FAILURE OR THE VENDOR'S ACTS. YOU ARE
LEASING THE EQUIPMENT "AS IS", and we disclaim all warranties, express or
implied. We are not responsible for service or repairs. Any warranties the
vendor gave to us, if any, we hereby assign (pass) to you. You may contact the
vendor for a statement of such warranties, if any. You certify to us that the
equipment will be used by you solely for business purposes and not for personal
or household purposes.
3. TITLE. We will have title to the equipment during this lease. You agree this
is a "true lease", not a sale or a loan. However, if this lease is determined
not to be a "true lease", you hereby grant us a security interest in the
equipment. You also agree this is a "finance lease" under Article 2A of the
Uniform Commercial Code, and you waive your rights and remedies conferred upon
you by Article 2A. You hereby give us power of attorney to sign and file
financing statements in order to perfect this security interest in our favor.
You also agree to pay our filing and other administrative and processing fees.
4. LOSS; DAMAGE; INSURANCE. You are responsible for and accept the risk of loss
or damage to the equipment. You agree to keep the equipment insured against all
risks of loss in an amount at least equal to the replacement cost, and you will
list us as loss payee and give us written proof of this insurance. IF YOU DO NOT
GIVE US SUCH PROOF, WE MAY (BUT WILL NOT BE OBLIGATED TO) OBTAIN OTHER INSURANCE
AND CHARGE YOU A FEE FOR IT, OR WE MAY CHARGE YOU A MONTHLY RISK CHARGE EQUAL TO
0.25% OF THE ORIGINAL EQUIPMENT COST.
5. TAXES AND OTHER FEES; INDEMNIFICATION. You agree to reimburse us for all
taxes (such as sales, use and property taxes) and charges in connection with the
ownership and use of the equipment. UNLESS WE HAVE GIVEN YOU A WRITTEN OPTION TO
PURCHASE THE EQUIPMENT FOR $1.00 AT THE END OF THE LEASE, YOU AGREE THAT WE ARE
ENTITLED TO ANY AND ALL TAX BENEFITS (SUCH AS DEPRECIATION AND TAX CREDITS), AND
YOU WILL NOT DO ANYTHING INCONSISTENT WITH THIS UNDERSTANDING. IF YOU DO, YOU
WILL INDEMNIFY (REIMBURSE) US FOR ALL LOSSES AND LIABILITIES ARISING OUT OF THE
OWNERSHIP OR YOUR USE OF THE EQUIPMENT. THESE PROMISES WILL CONTINUE AFTER THIS
LEASE ENDS.
6. DEFAULT. If you fail to pay us as agreed, we will have the right to (I)
charge your checking or credit card account and/or xxx you for all past due
payments AND ALL PAYMENTS TO BECOME DUE IN THE FUTURE FOR THE UNEXPIRED TERM,
plus the residual value we have placed on the equipment and other charges you
owe us, and (II) repossess the equipment. You will also pay for our reasonable
collection and legal costs. THIS LEASE IS GOVERNED BY MISSOURI LAW, AND YOU
AGREE IN THE EVENT OF YOUR DEFAULT OR ANY DISPUTE YOU MAY HAVE CONCERNING THIS
LEASE THAT THE EXCLUSIVE JURISDICTION IN DETERMINING SUCH DISPUTES SHALL BE THE
RESPECTIVE STATE COURTS OF XXXXXXXX COUNTY, MISSOURI.
7. ASSIGNMENT. YOU AGREE THAT YOU MAY NOT ASSIGN (TRANSFER) THIS LEASE OR
SUBLEASE THE EQUIPMENT TO ANYONE ELSE. YOU AGREE THAT WE MAY SELL OR ASSIGN ANY
OF OUR INTERESTS TO A NEW OWNER OR A SECURED PARTY ("Third Person") WITHOUT
NOTICE TO YOU. In that event, the Third Person will have such rights as we
assign to them but none of our obligations (we will keep these obligations), and
the rights of the Third Person will not be subject to any claims, defenses or
set-offs that you may have against us or another person.
8. MISCELLANEOUS. You authorize us to share credit and other information about
you and your company with our affiliates. For your convenience, we may accept a
facsimile copy of this lease with facsimile signatures. You agree a facsimile
copy will be treated as an original and will be admissible as evidence of this
lease.
NOTICE: THIS IS A NON-CANCELABLE, BINDING CONTRACT.
Lessee: DISPLAY ARTS INC Lessor: DOLPHIN CAPITAL CORPORATION
Signature: /s/ Xxxxxxx XxXxxxx Signature:
------------------------- -------------------------
Title: V.P. Title:
------------------------- -------------------------
Date: 1/15/99 Date:
------------------------- -------------------------
LGI Reference #: 10283470
