MANAGEMENT AGREEMENT
This Agreement ("Agreement") is dated this 6th day of February 1997 and
is by and between Channel 32 Incorporated (the " Licensee"), a corporation
formed under the laws of the State of Oregon, and NEWCO of Oregon, Inc.
("Manager"), a corporation formed under the laws of the State of Oregon.
WHEREAS, Licensee holds licenses and other authorizations from the
Federal Communications Commission ("FCC") for KWBP-TV in Salem, Oregon (the
"Station"); and
WHEREAS, Licensee and Manager are parties to a certain Asset Purchase
Agreement dated January 31, 1997 (the "Purchase Agreement") for the assignment
and sale of the FCC Licenses and other assets of the Station from Licensee to
Manager; and
WHEREAS, Licensee is desirous of securing programming and related
services for the Station prior to the consummation of the Purchase Agreement;
and
WHEREAS, Manager has programming and other resources and management
expertise which could be utilized for the benefit of the Station;
NOW, THEREFORE, in light of the foregoing and the mutual promises and
covenants contained herein, the parties hereby agree as follows:
ARTICLE I: PROVISION OF MANAGEMENT SERVICES
SECTION 1.1. MANAGER'S MANAGEMENT OF STATION FACILITIES
Licensee shall retain Manager's services beginning on the commencement
of the Term specified in Section 1.2 of this Agreement. The Licensee shall
authorize Manager to manage the Station facilities for one hundred sixty-eight
(168) hours per week, Sunday through Saturday, to enable Licensee to comply with
applicable law or to fulfill its obligations under the Communications Act of
1934, as amended (the "Act"), or the rules and policies of the FCC. Upon
commencement of the Term, Manager will arrange for programming to be broadcast
on the Station for the entire 168-hour weekly period (subject to any diminution
under this Agreement) and otherwise manage Station operations under Licensee's
supervision. At Manager's option, the programming may originate either from
Licensee's studios or from other points. In the event of a termination of this
Agreement without a Closing, Manager will use reasonable efforts to terminate
all programming obligations created by Manager hereunder.
SECTION 1.2. TERM OF AGREEMENT
The term of this Agreement (the "Term") shall commence on February 6,
1997 (the "Effective Date"). Manager shall, as of the Effective Date, arrange
for programming to be utilized on the Station and provide other management
services until the expiration of the Term, which shall be the earlier of (a) the
date of the consummation of the sale of the Station pursuant to the Purchase
Agreement (the "Closing") or (b) the termination of this Agreement under Article
IV hereof.
SECTION 1.3. QUALITY AND NATURE OF PROGRAMMING
(a) Any and all programming provided or arranged by Manager under this
Agreement shall be in accordance with the Act and the rules and policies of the
FCC. All advertising messages and promotional material or announcements shall
comply with all applicable federal, state and local laws, regulations and
policies.
(b) The Licensee may, in the exercise of its discretion, refuse to
broadcast any program which the Licensee deems to be inconsistent with
subsection (a) of this section or the Licensee's obligations under the Act or
FCC rules or policies.
(c) Manager agrees to display the ratings of all applicable programs
broadcast on the Station. License retains the right to change any rating that,
in its discretion, is determined to be in appropriate.
SECTION 1.4. OPERATION AND MAINTENANCE OF STATION FACILITIES
(a) Notwithstanding anything herein to the contrary, the Manager shall,
subject to the terms of this Agreement, assume responsibility for all usual and
ordinary expenses incurred by Licensee in the operation of the Station
subsequent to December 31, 1996, including but not limited to salaries, lease
payments for studios and broadcast equipment, utilities, insurance and other
routine expenses and repairs (unless the expense or repair does not involve a
routine expense and is not caused by the willful misconduct or negligence of
Manager, its employees or agents: provided, that, notwithstanding the foregoing,
Manager shall assume responsibility for replacement of the Station's
transmitter). Annexed hereto as Schedule 1 is a list of the Station's current
full-time and part-time employees who are or will be employed by the Station at
the Effective Date, the position held by each employee, and the monthly
compensation of each employee. All expenses submitted by Licensee for
reimbursement are subject to verification by Manager's accountant.
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(b) Within one (1) business day of the execution of this Agreement,
Manager will pay Licensee $150,000 as a deposit to cover expenses both incurred
and paid in January 1997 in excess of net receipts both earned and received in
January 1997.
The aforesaid monies will be deposited into the new operational checking
account, to which Licensee and Manager will be the sole signatories. On or
before February 15, 1997, Licensee shall provide Manager with an accounting of
such expenses. Any amount still owed (in the case where such expenses have
exceeded the $150,000) will be added to the purchase price due the Licensee at
Closing under the Purchase Agreement. In the event that the January 1997
expenses did not exceed the $150,000 deposit, then such amount will be credited
against any future amounts otherwise due the Licensee. Thereafter, Licensee
shall, on the 25th day of each month (beginning in February 1997), provide
Manager with an itemized list of salaries and other expenses incurred subsequent
to December 31, 1996 and paid since the previous accounting along with net
revenues earned subsequent to December 31, 1996 and received since the previous
accounting. If the net revenues exceed the expenses, then Licensee shall remit
to such amount to Manager within the same five (5) day period.
(c) Except for those matters falling within Manager's responsibility
under subsection (a) of this section, the Licensee shall be responsible for the
repair of any damage to or malfunction of any of the Station transmission
facilities not caused by ordinary wear and tear or by the negligent or willful
misconduct of Manager, its employees or agents.
SECTION 1.5. HANDLING OF MAIL
Except as required to comply with the Act or FCC rules and policies,
including those regarding the maintenance of the public inspection file (which
shall at all times remain the responsibility of the Licensee), the Licensee
shall not be required to receive or handle mail, faxes, or telephone messages in
connection with programming provided by Manager unless the Licensee, at the
request of Manager, has agreed in writing to do so. Notwithstanding anything
herein to the contrary, Manager shall provide the Licensee with copies of any
mail, fax, or telephone message concerning the programming furnished or arranged
by Manager under this Agreement to permit Licensee to place copies thereof in
the Station's public inspection file if required by applicable law, rule, or
policy.
SECTION 1.6. STAFFING REQUIREMENTS AND EXPENSES
(a) The Licensee shall, to the extent required by applicable law or
policy, maintain a main studio within the Station's Grade A contour. The
Licensee shall be responsible for the payment of salaries, taxes, insurance and
related costs of Station
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personnel, including managerial staff, at the main studio, subject to any
reimbursement by Manager as provided under Section 1.4(a) of this Agreement.
(b) Manager may establish, staff and maintain a remote control point
for the Station, subject to the control and oversight of the Licensee: provided,
that Manager ensures that Licensee maintains the ability to preempt Manager's
programming. Manager shall reimburse Licensee under Section 1.4 of this
Agreement for (i) all telephone calls associated with program production and
listener responses, (ii) any fees billed by ASCAP, BMI and SESAC, and (iii) all
other copyright fees attributable to programming provided by Manager under this
Agreement.
SECTION 1.7. OPERATION OF STATION
(a) Notwithstanding anything to the contrary in this Agreement, the
Licensee shall retain exclusive authority for the operation of the Station,
including, without limitation, the right (i) to accept or reject any programming
or advertisements proffered by Manager (ii) to cancel or preempt any programming
proffered by Manager if the broadcast of such program(s) would, in the
Licensee's opinion, not be in the public interest, (iii) to substitute for any
program proffered by Manager a program deemed by the Licensee to be of greater
national, regional or local interest, (iv) to require that time sales by Manager
to political candidates comply with law and policy regarding access, charges and
equal opportunities, and (v) to take any other action which the Licensee deems
necessary for compliance with federal, state and local laws, including the Act
and the rules and policies of the FCC. Station personnel shall report and be
accountable solely to the Licensee. When they use Licensee's facilities,
Manager's personnel shall be under the ultimate direction, control and
supervision of the Licensee's general manager. Manager shall provide Licensee
with at least seven (7) days notice of the intent to run programming and the
anticipated date and time of such broadcast.
(b) The Licensee will use its best efforts to provide Manager with
reasonable prior notice of any intention to cancel or preempt any programming
proffered by Manager.
(c) Licensee shall be solely responsible for the Station's compliance
with the Act as well as FCC rules and policies, Manager shall provide
information to the Licensee with respect to Manager's programs to assist the
Licensee in assessing the extent to which such programming is responsive to the
needs and interests of the Station's service area and to enable the Licensee to
provide information required by the FCC and other governmental entities,
including but not limited to (i) a quarterly list of community issues and
responsive programming and (ii) a description of programming intended to satisfy
the Licensee's obligations under the Children's Television Act of 1990.
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(d) Manager shall have no responsibility for Licensee's federal, state
or local income taxes, regardless of when paid or payable by Licensee.
(e) Manager shall have the authority, subject to Licensee's final
approval and in compliance with Licensee policies and all applicable laws, to
hire such personnel as Manager shall deem necessary to the operation of the
Station.
SECTION 1.8. STATION IDENTIFICATION
The Licensee shall be responsible for the broadcast of all required
station announcements and all visual or oral notices or rating symbols under
Section 1.3(c). Manager shall make available to Licensee, without charge, such
announcements for such purpose as requested by Licensee and shall air such
announcements during the programming supplied by Manager. Required announcements
shall include those announcements required by Station's role as the primary
emergency alert system station for the Capital Operational Area.
SECTION 1.9. FORCE MAJEURE
No breach of this Agreement shall be deemed to occur if circumstances
beyond the control of the Licensee cause any (a) damage or malfunction in the
Station's transmission facilities or (b) delay or interruption in the broadcast
of programs
SECTION 1.10. RIGHT TO USE THE PROGRAMS
Subject to Section 1.1, the right to use the Manager's programming and
to authorize its use in any manner in any media whatsoever shall be, and remain,
vested in Manager. In the event of a termination of this Agreement without a
Closing of the Purchase Agreement, Manager will assist Licensee in an orderly
transition of programming.
SECTION 1.11. PAYOLA
Neither Manager nor its employees or designated agents shall accept any
consideration, compensation gift or gratuity of any kind, regardless of its
value or form, including but not limited to a commission, discount, bonus,
material, supplies or other merchandise, services or labor whether or not
pursuant to written contract or agreement between Manager and merchants or
advertisers, unless the payer is identified in the program in accordance with
the Act and FCC rules and policies. Manager shall provide the Licensee with an
appropriate affidavit within 45 days of the Effective Date of this
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Agreement and thereafter on an annual basis, and more frequently if reasonably
requested by Licensee, attesting to its compliance with this section.
SECTION 1.12. COMPLIANCE WITH LAW
Manager shall comply with all laws, rules, regulations and policies
applicable to Manager's performance under this Agreement or to which the
Licensee is subject in the operation of the Station.
SECTION 1.13. ACCOUNTS RECEIVABLE
Licensee hereby assigns to Manager all accounts receivable generated by
the sale of time on the Station generated on or after January 1, 1997, through
and including the Effective Date. Manager shall be entitled to retain any and
all accounts receivable generated after the Effective Date of this Agreement.
ARTICLE II PAYMENT OF MONIES
SECTION 2.1. PAYMENTS OF MONEY
On or before thirty (30) days following the execution of this
Agreement, Manager shall place Three Hundred Thousand Dollars ($300,000) in the
account established pursuant to Section 1.4(b) of this Agreement which will (a)
be utilized for the deposit of all accounts receivable generated from the sale
of time on the Station on or after January 1, 1997, and (b) be utilized for the
payment of all expenses which are subject to payment or reimbursement under
Section 1.4 of this Agreement after February 1, 1997. At the Closing of the
Purchase Agreement, the balance of the account shall be transferred to Manager.
SECTION 2.2. ADJUSTMENTS AT CLOSING OF PURCHASE AGREEMENT
(a) At the Closing of the Purchase Agreement, Licensee shall provide
Manager with a preliminary accounting of the final amounts due and unpaid under
this Agreement, and in the event that such amount is due to the Licensee, that
amount shall be added to the purchase price to be paid to Licensee. If the net
amount due and unpaid under this Agreement is due at that time to the Manager,
that latter amount shall be deducted from the purchase price to be paid to
Licensee. A final accounting of such amounts due and unpaid will be completed by
the Licensee and delivered to the Manager
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within 15 days of the Closing, and any difference between the preliminary
accounting and the final accounting will be paid within 5 days of such
rendering.
(b) Notwithstanding anything to the contrary in this Agreement, at the
Closing of the Purchase Agreement, Licensee will provide Manager with a
Promissory Note (the "Note") equal to 20% of the net losses incurred by Manager
under the Agreement. The Note will bear interest at a rate equal to the interest
rate paid by Manager for any financing secured by Manager to fulfill its
financial obligations under the Purchase Agreement. Licensee will be obligated
to pay the principal and all accrued interest under the Note prior to or
simultaneous with the sale of Licensee's stock in Manager as provided in Section
1.2.2. of the Purchase Agreement: provided, that, if Licensee exercises its
option under Section 1.2.2. of the Purchase Agreement to convert its ownership
interest in Manager to a comparable ownership interest in Manager's parent
corporation, then, in that event, Licensee shall have the option to (i) prepay
the principal and all accrued interest under the Note prior to such conversion
or (ii) reduce the value of the ownership interest to be acquired in the
Manager's parent corporation by an amount equal to the outstanding principal of
the Note). For purposes of this Agreement, "net losses" means the extent to
which the expenses paid or incurred by Manager under this Agreement exceed the
Account Receivables collected or generated (and less than 90 days old) by
Manager under this Agreement.
SECTION 2.3. REIMBURSEMENT OF MANAGER
In the event the Purchase Agreement is terminated prior to any Closing
thereunder, then, in that event, Licensee shall use the proceeds of the
subsequent sale of the Station (by asset agreement, stock purchase, or
otherwise) to (a) reimburse Manager for all net losses paid by Manager under
this Agreement and (b) pay manager 50% of the gross proceeds of the sale of the
Station in excess of $22 million.
ARTICLE III REPRESENTATIONS AND WARRANTIES
SECTION 3.1. MUTUAL REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other that it is legally
qualified, duly empowered and expressly authorized to enter into this Agreement
and that the execution, delivery and performance of this Agreement shall not
constitute a breach or violation of any agreement, contract or other obligation
to which either party is subject or by which it is bound.
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SECTION 3.2. LICENSEE'S REPRESENTATIONS AND WARRANTIES
Licensee represents and warrants to Manager (a) that Licensee holds the
FCC licenses (the "FCC Licenses" ) for the Station, (b) that each such license
is in full force and effect, unimpaired by any acts or omissions of Licensee or
its agents, (c) that there is not now pending or, to Licensee's knowledge,
threatened any action by or before the FCC or any court to revoke, cancel,
suspend, refuse to renew or modify adversely the FCC Licenses, (d) that, as of
the date of this Agreement, no event has occurred that does justify or, after
notice or lapse of time or both, would justify the revocation, termination or
adverse modification of any FCC Licensee, (e) that Licensee is not in material
violation of any statute, ordinance, rule, regulation, policy, order or decree
of any federal, state, or local governmental entity, court or authority having
jurisdiction over it or over any part of the operations or assets of the
Station, (f) that Licensee will not dispose of, transfer, assign or pledge any
of the Station Assets except with the prior written consent of Manager or except
for non-material assets disposed of in the ordinary course of business, (g) that
Licensee is now and will remain in compliance during the Term of this Agreement
with any and all loans, notes, and other debt instruments to which Licensee is a
party and by which it is bound, and (h) that Licensee has disclosed to Manager
in the Purchase Agreement any and all exceptions that relate to the foregoing
representations: provided that Licensee will provide Manager with immediate
notice of the breach or anticipated breach of any of the foregoing
representations, and Manager shall have the unilateral right, but not the
obligation, to cure any anticipated or actual breach without prejudice to any of
Manager's rights or remedies under this Agreement.
SECTION 3.3. MANAGER'S REPRESENTATIONS AND WARRANTIES
Manager represents and warrants to Licensee (a) that Manager is not in
material violation of any statute, ordinance, rule, regulation, policy, order or
decree of any federal, state or local governmental entity, court or authority
having jurisdiction over it or over any part of its operation or assets, (b)
that, during the Term of this Agreement, Manager shall broadcast, without
charge, any advertisements which Licensee is obligated to air under trade or
barter agreements in existence prior to the date of this Agreement: provided,
that such advertisements will be aired on a run of schedule basis at a time or
times determined by Manager and preemptable for any party who will pay cash for
the time, and (c) that Manager shall honor Licensee's cash advertising
agreements and programming agreements that are in existence as of the date of
this Agreement and were entered into in the ordinary course of business.
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SECTION 3.4. INDEMNIFICATION
Each party shall defend, indemnify and hold harmless the other party
and its partners, officers, stockholders, directors, employees, agents,
successors and assigns, from and against any and all costs, losses, claims,
liabilities, fines, expenses, penalties, and damages (including reasonable
attorney's fees) in connection with or resulting from (a) any breach or default
under this Agreement or (b) any claim of any nature whatsoever made with respect
to programming supplied by the indemnifying party, including without limitation,
any liability for any fines imposed by the FCC as a result of programming
supplied by the indemnifying party.
ARTICLE IV: TERMINATION
SECTION 4.1. EVENT OF DEFAULT
(a) The following shall, after the expiration of the applicable cure
period provided in subsection (b) of this section, constitute an Event of
Default:
(i) Manager's :failure to timely make any payments to
Licensee required under this Agreement;
(ii) the default by either party hereto in the material
observance or performance of any material covenant,
condition or undertaking contained herein; or
(iii) if any material representation or warranty made by either party
shall prove to have been or become false or misleading in any material
respect.
(b) An Event of Default shall not be deemed to have occurred until, in
the case of payment of any money to Licensee, five ( 5) business days, or in the
case of any other default, twenty (20) business days, after the nondefaulting
party has provided the defaulting party with written notice specifying the event
or events that, if not cured, would constitute an Event of Default and
specifying the action necessary to cure the Event of Default within such period.
This period may be extended for a reasonable period of time if the defaulting
party is acting in xxxx xxxxx to cure the default and such default is not
materially adverse to the other party.
(c) Upon the occurrence of an Event of Default, the nondefaulting party
may terminate this Agreement, unless the latter party is also in default
hereunder.
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(d) In the event this Agreement is terminated because of an Event of
Default by Licensee, Manager shall become entitled to reimbursement of all net
losses incurred under this Agreement and paid by Manager through either (a) a
reduction in the purchase price to be paid to Licensee by Manager at the Closing
of the Purchase Agreement or (b) if there is no Closing of the Purchase
Agreement, the proceeds of the sale of the Station to a third party, which shall
be secured by Licensee at the earliest practicable date after termination by
making the Station available for sale in conjunction with the efforts of
Manager's principals: provided, that, if there is no Closing under the Purchase
Agreement, Manager shall also be entitled to 50% of the gross amount received
from the sale of the Station in excess of $22 million.
SECTION 4.2. TERMINATION OPTION
Manager may terminate this Agreement at any time if, notwithstanding
anything in this Agreement to the contrary, the Licensee cancels or preempts
programming proffered for broadcast by Manager during ten percent (10%) or more
of the total hours of operation of the Station during any calendar month. Either
party may terminate this Agreement if, the Purchase Agreement has not been
consummated within 270 days after its execution. In the event either party
elects to terminate this Agreement pursuant to this section, notice shall be
given the other party of such election at least thirty (30) days prior to the
termination date. Termination under this section shall not affect Manager's
entitlement to any reimbursement under Section 2.3 of this Agreement.
SECTION 4.3. TERMINATION UPON GOVERNMENT ACTION
(a) This Agreement may be terminated under any one of the following
circumstances: (i) by Manager, if the FCC revokes, refused to renew, or fails to
extend any FCC License for any Station; (ii) by Manager or Licensee, as the case
may be, if the FCC or any other governmental agency with jurisdiction over this
Agreement issues a Final Order which requires a modification to this Agreement
which is materially adverse to Manager and/or Licensee; or (iii) by Manager or
Licensee, if the FCC or any other governmental agency with jurisdiction over
this Agreement requires the termination of this Agreement.
(b) In the event of termination of this Agreement under this section,
Licensee shall cooperate with Manager to the extent practicable to enable
Manager to fulfill advertising or other programming contracts for cash
compensation then outstanding, in which event the Licensee shall receive such
compensation payable to Manager therefor. In no event shall termination under
this section affect either party's entitlement to reimbursement under Section
2.3 of this Agreement.
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ARTICLE V: MISCELLANEOUS
SECTION 5.1. INSURANCE
Licensee shall maintain in full force and effect such insurance
policies as carried by it on the Effective Date of this Agreement with
responsible and reputable insurance companies or associations covering such
risks (including fire and other risks insured against by extended coverage,
broadcaster's general liability, including errors and omissions, invasion of
privacy, libel and defamation claims, public liability insurance, insurance for
claims against personal injury or death or property damage and such other
insurance as may be required by law) and in such amounts and on such terms as is
conventionally carried by broadcasters operating television stations with
facilities comparable to those of the Station. Licensee shall cause Manager to
be named as an additional insured thereunder. Any insurance proceeds received by
Licensee for damaged Station Assets will be used to repair or replace such asset
so that the operation of the Station conforms with this Agreement. The premiums
for any insurance policies maintained by Licensee shall be included in the
expenses subject to reimbursement by Manager under Section 1.4(a) of this
Agreement.
SECTION 5.2. NOTICES
All necessary notices, demands, requests and other communications
permitted or required under this Agreement shall be in writing and shall be
delivered by certified mail-return receipt requested, postage prepaid; by hand;
or by overnight courier service, charges prepaid. In each case the communication
shall be addressed as follows (or to such other addresses as either party may
designate in writing to the other):
If to Manager: Xxxxxxx Xxxxx
President
0000 Xxxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxx 00000
With a copy to: Xxxxx X. Paper, Esq.
Dickstein, Shapiro, Xxxxx & Xxxxxxxx, LLP
0000 X Xxxxxx, XX
Xxxxxxxxxx, XX 00000
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If to the Licensee: Xxxxxx X. Xxxxxxxx
Executive Vice President
Suite 350
0000 XX Xxxxxxxxx Xxxxxxxxx Xxx.
Xxxxxxxxx, Xxxxxx 00000
With a Copy to: Xxxxx X. Xxxxxxx, Esq.
Suite 350
0000 XX Xxxxxxxxx Xxxxxxxxx Xxx.
Xxxxxxxxx, Xxxxxx 00000
Such communications shall be effective upon delivery.
SECTION 5.3. WAIVER
No waiver of any provision of this Agreement shall be effective unless
in writing. Such waiver shall be effective only in the specific instance and for
the purpose for which given.
SECTION 5.4. CONSTRUCTION
This Agreement shall be construed in accordance with the laws of the
State of Oregon without regard to conflict of laws provisions.
SECTION 5.5. HEADINGS
The headings contained in this Agreement are included for convenience
only and no heading shall alter the meaning of any provision.
SECTION 5.6. ASSIGNMENT
This Agreement may not be assigned by Licensee without the prior
written consent of the Manager. Manager may assign its rights and obligations
under this Agreement without Licensee's consent.
SECTION 5.7. COUNTERPART SIGNATURE
This Agreement may be signed in one or more counterparts, and all
counterparts shall be deemed to be one and the same document.
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SECTION 5.8. ENTIRE AGREEMENT
This Agreement and the Purchase Agreement embody the entire agreement
between the parties and supersede any and all prior and contemporaneous
agreements and understandings, oral or written. No amendment of this Agreement
shall be valid unless embodied in a document executed by both parties.
SECTION 5.9. NO PARTNERSHIP OR JOINT VENTURE CREATED
Nothing in this Agreement shall be construed to make the licensee and
Manager partners or part of a joint venture or to vest any rights in any third
party.
SECTION 5.10 SEVERABILITY OF PROVISIONS
In the event any provision contained in this Agreement is held to be
invalid, illegal or unenforceable by the FCC or any court of competent
jurisdiction, such holdings shall not affect any other provision hereof, and
this Agreement shall be construed as if such valid, illegal or unenforceable
provision had not be contained herein.
SECTION 5.11. LITIGATION PROCEDURES AND EXPENSES
Any and all disputes concerning or under this Agreement shall be
resolved in arbitration to be conducted in Los Angeles, California in accordance
with the rules of the American Arbitration Association. The decision of the
arbitrator shall be final, binding and enforceable in any court of competent
jurisdiction. If either party initiates arbitration or other formal action to
enforce its rights hereunder, the prevailing party shall be reimbursed by the
other party for all reasonable expenses incurred thereby, including reasonable
attorney fees.
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IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first written above.
NEWCO OF OREGON, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx Xxxxx
President
CHANNEL 32 INCORPORATED
By:/s/ Xxx Xxxx
------------------------------
Xxx Xxxx
Chief Executive Officer
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