TRADING ADVISOR AGREEMENT
THIS AGREEMENT is made as of the 1st day of April, 1991 between
The Willowbridge Fund L.P., a Delaware limited partnership (the
"Partnership"), and Willowbridge Associates Inc. (with respect to the
Vulcan, Argo and Xxx trading systems), a Delaware corporation (the "Trading
Advisor").
W I T N E S S E T H:
WHEREAS, the Partnership has been organized, with Xxxxxx X. Xxxxxx
serving as the general partner, to engage in trading any commodity futures
contracts and options on commodities or commodity futures contracts
(collectively, "futures contracts"), and the limited partnership agreement
of the Partnership acknowledges that Xx. Xxxxxx may and intends to contract
with trading advisors who will make the actual trading decisions for the
Partnership;
WHEREAS, the Trading Advisor's business is making trading
decisions on behalf of investors in the purchase and sale of futures
contracts; and
WHEREAS, Xx. Xxxxxx and the Trading Advisor each desire the
Trading Advisor to make investment decisions for the Partnership on the
terms and conditions set forth in this Agreement:
NOW, THEREFORE, the parties agree as follows:
1. Duties of the Trading Advisor. (a) Xx. Xxxxxx will use multiple
trading approaches operated by the Trading Advisor in connection with the
management of the Partnership's assets. Initially, Xx. Xxxxxx intends to
use three of the Trading Advisor's approaches: Vulcan, Argo and Xxx. A
separate account(s) will be maintained for each trading approach at the
Partnership's commodity broker(s). The aggregate amount originally
allocated to the Trading Advisor, together with cumulative profits thereon
as a result of futures trading, including any interest income earned
thereon, less any allocated fees and expenses and adjusted for additions
and withdrawals, shall be the "Trading Advisor's Allocated Assets."
Management and performance fees paid or accrued, commissions charged,
extraordinary expenses, and any other specific liabilities attributable to
the account(s) shall be chargeable to such account(s). After consultation
with the Trading Advisor, Xx. Xxxxxx may reallocate or withdraw at any time
all or a portion of the Partnership's assets being directed by a particular
trading approach of the Trading Advisor and may allocate additional assets
of the Partnership to any of the trading approaches or to a new approach of
the Trading Advisor.
(b) The Trading Advisor shall determine the investment
and reinvestment of the Trading Advisor's Allocated Assets on the terms and
conditions set forth in this Agreement and in accordance with the Trading
Policies set forth in the current Offering Memorandum for the Partnership
and the Trading Advisor's trading approach (which term, for purposes of
this Agreement, shall include trading instructions, methods and systems),
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as described in the latest disclosure document filed by the Trading Advisor
with the Commodity Futures Trading Commission ("CFTC"). The Trading Advisor
shall have sole discretion and use its best efforts in determining
independently the investment and reinvestment of the Trading Advisor's
Allocated Assets pursuant to the trading approach as so described, except
that Xx. Xxxxxx may overrule the instructions of the Trading Advisor (i) to
the extent necessary to comply with speculative position limits, (ii) to
the extent that Xx. Xxxxxx believes doing so is necessary or advisable for
the protection of the Partnership, or (iii) to the extent otherwise
described herein.
(c) The Trading Advisor may, in its discretion, alter its
trading approach in investing and reinvesting the Trading Advisor's
Allocated Assets, provided that the Trading Advisor determines that such
alteration is in the best interests of the Partnership. The Trading Advisor
will give prompt notice in writing to Xx. Xxxxxx of any change (i) in such
trading approach which the Trading Advisor considers to be material, and
(ii) in the management or ownership of the Trading Advisor.
(d) Neither the Trading Advisor, nor any employee or
officer of the Trading Advisor or any person who controls the Trading
Advisor shall be liable to Xx. Xxxxxx, the Partnership, or any other firm,
person or organization under this Agreement except as set forth in Section
9 hereof; it being understood that trading profits recognized or losses
incurred on behalf of the Partnership shall be for the account of the
Partnership and the Trading Advisor shall not incur any liability for such
profits or losses provided the Trading Advisor would not otherwise be
liable to the Partnership under the terms hereof.
(e) The Partnership or Xx. Xxxxxx will instruct the
Partnership's commodity broker(s) to furnish copies of all trade
confirmations and monthly trading reports to the Trading Advisor. On a
daily basis after the close of trading, the Trading Advisor shall check out
with the Partnership's broker(s). The Trading Advisor will maintain a
record of all purchase and sale statements furnished to it by the
Partnership's commodity broker for the Partnership's account with respect
to the Trading thereto. The Trading Advisor agrees to notify Xx. Xxxxxx
immediately of any employees with respect to a trade on behalf of the
Partnership and to notify Xx. Xxxxxx promptly of any order or trade for the
Partnership which the Trading Advisor believes was not executed in
accordance with the Trading Advisor's instructions to any commodity
broker(s).
2. Requests for Information. The Trading Advisor agrees to provide
Xx. Xxxxxx with any information concerning the Trading Advisor that Xx.
Xxxxxx may reasonably request including, but not limited to, information
regarding any change in control, personnel, trading approach and financial
condition which Xx. Xxxxxx reasonably deems to be material to the
Partnership and shall notify Xx. Xxxxxx of any such matters the Trading
Advisor believes are material to the Partnership. Nothing in this Agreement
shall require the Trading Advisor to disclose the proprietary details of
any trading system used to manage the Trading Advisor's Allocated Assets.
Further, the Trading Advisor agrees to cooperate with Xx. Xxxxxx in
connection with his obligations to the Partnership.
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3. Disclosure Documents. During the term of this Agreement, the
Trading Advisor shall promptly furnish Xx. Xxxxxx with a copy of each
disclosure document of the Trading Advisor filed with the CFTC and the
National Futures Association ("NFA"). Xx. Xxxxxx hereby acknowledges
receipt of the latest filed disclosure document of the Trading Advisor.
4. Inspection Rights. The Trading Advisor hereby agrees to permit
Xx. Xxxxxx, upon prior written notice setting forth both the scope and
purpose of any such inspection, to inspect and examine, subject to receipt
of adequate assurances of confidentiality, the books and records of the
Trading Advisor upon reasonable notice and during normal business hours, to
the extent reasonably required by Xx. Xxxxxx in connection with his
obligations under the limited partnership agreement of the Partnership;
provided, however, that the Trading Advisor may withhold the name of its
clients.
5. Trading Advisor Independent. The Trading Advisor shall for all
purposes herein be deemed to be an independent contractor and shall, except
as expressly provided or authorized, have no authority to act for or
represent the Partnership or Xx. Xxxxxx in any way or otherwise be deemed
an agent of the Partnership or Xx. Xxxxxx. It is acknowledged and agreed
that the Trading Advisor is neither a partner of nor a joint venturer with
any other trading advisors which may be selected by Xx. Xxxxxx.
6. Commodity Broker. All trades for the account of the Partnership
shall be made through such commodity broker(s) as Xx. Xxxxxx shall direct.
Initially, Xx. Xxxxxx has selected Refco, Inc. as the Partnership's
commodity broker. In placing trades for the account of the Partnership, the
Trading Advisor agrees that it shall use its standard procedures for
allocating orders among the Trading Advisor's various accounts and not
knowingly favor any other such account over that of the Partnership.
7. Fees. (a) For the performance of its services under this
Agreement, the Partnership will pay the Trading Advisor a quarterly
management fee based upon the Trading Advisor's Allocated Assets at the end
of each calendar quarter during the term hereof, without regard to whether
the Partnership is profitable with respect to the Trading Advisor's
Allocated Assets, and an annual performance fee payable at the end of each
calendar year during the term hereof. The quarterly management fee will be
an amount equal to one-quarter of one percent (.25%) of the sum of (i) the
Trading Advisor's Allocated Assets as of the start of each quarter, and
(ii) the cumulative profits (as defined below) from the trading of futures
contracts at the end of such quarter, less any paid performance fees. The
Trading Advisor's Allocated Assets shall be determined in accordance with
the definition set forth in Section 1 above. The performance fee payable by
the Partnership to the Trading Advisor is twenty-five percent (25%) of the
amount by which cumulative profits (as defined below) from the Trading
Advisor's Allocated Assets exceed the highest level of cumulative profits
prior to that year. Profits are the performance results from the trading of
futures contracts, net of the management fees, all brokerage costs and
other direct expenses; profits will include all gains and losses, both
realized and unrealized. It is agreed that the first performance fee
payable by the Partnership to the Trading Advisor shall not be due until
the Net Asset Value per Unit of the Partnership (as defined in the Limited
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Partnership Agreement) exceeds $1,191.48 at year-end. It is further agreed
and understood that the performance fee to be paid by the Partnership to
the Trading Advisor will be based upon the cumulative performance of each
trading approach used by the Trading Advisor in trading the Allocated
Assets.
(b) If trading by the Trading Advisor on behalf of the
Partnership commences in mid-quarter or mid-year the Trading Advisor's
Allocated Assets as of the date the Trading Advisor commenced trading on
behalf of the Partnership will be used for purposes of calculating the fees
payable hereunder. If this Agreement is terminated (i) on a date other than
the end of a quarter, the quarterly management fee described above shall be
determined as if such date were the end of a quarter (but the applicable
fee shall be prorated based on the ratio of the number of trading days in
the quarter through the date of termination to the total number of trading
days in the quarter) or (ii ) on a date other than the end of a year, the
performance fee described above shall be determined as if such date were
the end of a year. The quarterly management fee payable to the Trading
Advisor for the quarter in which the Trading Advisor commences trading
shall be prorated based on the ratio of the number of trading days in the
quarter from the day trading commences to the total number of trading days
in the quarter. The quarterly management fee and the annual performance fee
shall be paid to the Trading Advisor within ten days after completion of
the Partnership's monthly account statement.
8. Term. (a) Unless terminated earlier by Xx. Xxxxxx as provided
herein, the term of this Agreement shall run from the date hereof until
March 31, 1992 (the "Initial Term") and is automatically renewable
thereafter for one year periods unless either the Trading Advisor or Xx.
Xxxxxx terminates the Agreement at the end of the Initial Term or at the
end of any one year renewal period thereafter by giving thirty days' prior
written notice to the other party. In addition, Xx. Xxxxxx shall have the
right to terminate this Agreement immediately at any time upon written
notice to the Trading Advisor if: (i) Xx. Xxxxxx no longer serves as the
general partner of the Partnership; (ii) Xxxxxxx X. Xxx does not continue
to be actively engaged in the operations and affairs of the Trading Advisor
or otherwise direct the trading by the Trading Advisor; (iii) the Trading
Advisor mergers, consolidates with, or sells its advisory business or a
substantial portion of its assets or its goodwill to any individual or
entity, or becomes bankrupt or insolvent; (iv) the registration of the
Trading Advisor as a commodity trading advisor with the CFTC or its
membership in the NFA is suspended or terminated; or (v) the Trading
Advisor materially violates the Trading Policies of the Partnership set
forth in the Offering Memorandum of the Partnership.
(b) Further, the Trading Advisor shall have the right to
terminate this Agreement immediately at any time upon written notice to Xx.
Xxxxxx if (i) a new general partner is elected; (ii) additional trading
advisors are retained for the Partnership; or (iii) there is a material
change in the Partnership's trading policies.
9. Standard of Liability. Neither the Trading Advisor nor any of
its employees, principals, shareholders, affiliates or any person who
controls the Trading Advisor shall be liable to Xx. Xxxxxx or the
Partnership under this Agreement except by reason of acts or omissions
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which constitute misconduct or negligence or which result from not having
acted in good faith in the reasonable belief that such actions or having
acted in good faith in the reasonable belief that such actions or omissions
were in, or not opposed to, the best interests of Xx. Xxxxxx or the
Partnership or any acts in contravention of this Agreement; it being
understood that, without limiting the Trading Advisor's liability
hereunder, futures and options transactions made by the Trading Advisor on
behalf of the Partnership shall be for the account and risk of the
Partnership.
10. The General Partner's Indemnification of the Trading Advisor.
The General Partner agrees to indemnify, defend and hold harmless the
Trading Advisor and its officers, directors, shareholders, principals, and
employees from and against any and all losses, claims, damages,
liabilities, judgments, costs and expenses (including, without limitation,
reasonable attorneys' fees and any amounts paid in settlement; provided,
that the General Partner shall have approved such settlement) resulting
from a demand, claim, lawsuit, action or proceeding relating to, based upon
or arising out of, (x) this Agreement or the advisory services performed or
to be performed by the Trading Advisor for the account of the Partnership,
or solely from the fact that the Trading Advisor is or was a trading
advisor to the Partnership or (y) the offering, issuance or sale of units
in the Partnership, including any untrue statement or alleged untrue
settlement of a material fact contained in the Offering Memorandum, or the
omission or alleged omission therefrom or a material fact necessary in
order to make the statements therein not misleading, except that the
General Partner shall not indemnify and hold harmless the Trading, or its
officers, directors, employees, principals or shareholders for any loss,
claim, damage, judgment, liability, cost or expense relating to, based
upon, or arising out of (i) an act or omission by the Trading Advisor or
its officers, directors, principals, shareholders or employees constituting
negligence or misconduct or an action or omission taken otherwise than in
good faith and in a manner reasonably relieved to be in, or not opposed to,
the best interests of the Partnership, or (ii) a material breach of a
warranty, representation or agreement on the part of the Trading Advisor or
its officers or directors contained in this Agreement, or (iii) any untrue
statement or alleged untrue statement of a material fact contained in the
section of the Offering Memorandum describing the Trading Advisor or its
principals, officers, directors, operations, trading approaches, methods of
trading or performance, or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, not
misleading. Any indemnification required by this Section 10, unless ordered
by a court or agreed to by the General Partner, shall be made by the
General Partner only upon a determination by independent legal counsel
reasonably acceptable to the General Partner and the indemnified party in a
written opinion that the conduct which is the subject of the claim, demand,
lawsuit, action or proceeding with respect to which indemnification is
sought meets the applicable standard set forth in this Section 10; provided
that if the indemnified party shall have prevailed on the merits in the
defense of any demand, claim, lawsuit, action or proceeding subject to
indemnification hereunder, indemnification shall be payable hereunder
irrespective of the receipt of any such legal opinion. The foregoing
agreement of indemnity shall be in addition to, and shall in no respect
limit or restrict, any other remedies which may be available to an
indemnified party.
11. Trading Advisor's Indemnification of the General Partner and
the Partnership. The Trading Advisor agrees to indemnify, defend and hold
harmless the Partnership and the
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General Partner and his affiliates from and against any and all losses,
claims, damages, liabilities, judgments, costs and expenses (including,
without limitation, reasonable attorneys' fees and any amounts paid in
settlement; provided, that the Trading Advisor shall have approved such
settlement) resulting from a demand, claim, lawsuit, action or proceeding
relating to, based upon or arising out of, (x) this Agreement or the
advisory services performed or to be performed by the Trading Advisor for
the account of the Partnership, or the services provided by or obligations
of the General Partner hereunder, or solely from the fact that the General
Partner is or was the General Partner of the Partnership or (y) the
offering, issuance or sale of units in the Partnership, including any
untrue statement or alleged untrue statement of a material fact contained
in the Offering Memorandum, or the omission or alleged omission therefrom
or a material fact necessary in order to make the statements therein not
misleading, provided that the losses, claims, damages, liabilities,
judgments, costs or expenses related to, were based upon or arose out of
(i) an act or omission by the Trading Advisor or its officers, directors,
principals, shareholders or employees constituting negligence or misconduct
or an action or omission taken otherwise than in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Partnership, or (ii) a material breach of a warranty, representation or
agreement on the part of the Trading Advisor or its officers or directors
contained in this Agreement, or (iii) any untrue statement or alleged
untrue statement of a material fact contained in the section of the
Offering Memorandum describing the Trading Advisor or its principals,
officers, directors, operations, trading approaches, methods of trading or
performance, or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, not misleading. Any
indemnification required by this Section 11, unless ordered by a court or
agreed to by the Trading Advisor, shall be made by the Trading Advisor only
upon a determination by independent legal counsel reasonably acceptable to
the Trading Advisor and the indemnified party in a written opinion that the
conduct which is the subject of the claim, demand, lawsuit, action or
proceeding with respect to which indemnification is sought meets the
applicable standard set forth in this Section 11; provided that if the
indemnified party shall have prevailed on the merits in the defense of any
demand, claim, lawsuit, action or proceeding subject to indemnification
hereunder, indemnification shall by payable hereunder irrespective of the
receipt of any such legal opinion. The foregoing agreement of indemnity
shall be in addition to, and shall in no respect limit or restrict, any
other remedies which may be available to an indemnified party.
12. Right to Advise Others. (a) The Trading Advisor's business is,
among other things, advising persons as to the purchase and sale of futures
contracts, and it may or will be advising other persons and trading for
their accounts during the same periods that it is managing the
Partnership's account. During the term of this Agreement, the Trading
Advisor also may trade for its own account and accounts of its officers,
directors, employees, and their families. Under no circumstances will the
Trading Advisor knowingly or deliberately favor any account advised or
managed by it over the account of the Partnership in any way or manner,
except as described below with respect to position limits. The Trading
Advisor agrees to treat the Partnership in a fiduciary capacity. Subject to
that standard, the Trading Advisor will be free to manage accounts for
other investors, itself, its officers, directors and employees and their
families, and will be free to trade on the basis of methods similar or
identical to those employed
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by the Trading Advisor on behalf of the Partnership, or methods which are
entirely independent of such methods, including but not limited to trading
in a manner the Trading Advisor determines, in its sole judgment, to be
inappropriate for the Partnership at any particular time, and shall be free
to compete for the same futures contracts or other commodity interests as
the Partnership or take positions opposite to the Partnership, where such
actions do not knowingly or deliberately prefer any client (including
accounts managed for itself, its officers, directors and employees and
their families) to the Partnership, except as described below with respect
to position limits.
(b) Notwithstanding the provisions of Section 12(a), so
long as the Trading Advisor is performing services for the Partnership, it
agrees that it will not accept additional capital for management in the
commodities markets if doing so would have a reasonable likelihood of
resulting in the Trading Advisor having to modify substantially its trading
approach, because of position limits or other factors, being used by the
Trading Advisor for the Partnership in a manner which might reasonably be
expected to be to the detriment of the Partnership (it being understood
that this paragraph shall not prohibit the acceptance of additional capital
which acceptance requires only routine adjustments to trading patterns in
order to comply with position limits). The Trading Advisor agrees to
provide Xx. Xxxxxx on or before the last business day of each month the
performance information of all funds placed under the Trading Advisor's
management (singly or with others) during the immediately preceding
calendar month in such form as Xx. Xxxxxx may reasonably request. The
Trading Advisor further agrees to discuss its trading approaches, methods,
systems, and performance with Xx. Xxxxxx upon request.
(c) In addition to the inspection rights set forth in
Section 4 hereof, upon reasonable notice to the Trading Advisor, Xx. Xxxxxx
may inspect on a confidential basis all records of the Trading Advisor
related to the trading of futures contracts for the purpose of confirming
that the Partnership has been treated equitably with regard to trading
during the term of this Agreement by the Trading Advisor. It is understood
and agreed that, in its discretion, the Trading Advisor may withhold from
such inspection the name of the client for whom an account is maintained
and that the information disclosed to Mt. Xxxxx will be accorded
confidential treatment by Xx. Xxxxxx, subject to its fiduciary obligations
and applicable law.
13. Representations and Warranties of the Trading Advisor. The
Trading Advisor represents and warrants to the Partnership as follows:
(a) The Trading Advisor is duly organized and validly
existing under the laws of the jurisdiction of its organization and has the
corporate power and authority to perform its obligations under this
Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by the Trading Advisor and constitutes a valid and legally
binding obligation of the Trading Advisor enforceable in accordance with
its terms.
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(c) The Trading Advisor is a member in good standing of
the NFA and has all required governmental and regulatory licenses to
perform its obligations under this Agreement and the Trading Advisor is in
compliance with all applicable rules and regulations of the CFTC and the
NFA to the extent material to the conduct of its business; and the
performance by the Trading Advisor of its obligations under this Agreement
will not violate, or constitute a default under, the articles of
incorporation or by-laws of, or any agreement, order, law or regulation
binding upon, the Trading Advisor.
14. Representations and Warranties of the Partnership. The
Partnership represents and warrants to the Trading Advisor as follows:
(a) The Partnership is duly organized and validly
existing under the laws of the jurisdiction of its organization and has the
corporate power and authority to perform its obligations under this
Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by the Partnership and constitutes a valid and legally binding
obligation of the Partnership enforceable in accordance with its terms.
(c) Xx. Xxxxxx is a member in good standing of the NFA
and has all required governmental and regulatory licenses to perform its
obligations under this Agreement. The Partnership is in compliance with all
applicable rules and regulations of the Securities and Exchange Commission,
the CFTC, and the NFA to the extent material to the conduct of its
business.
(d) Xx. Xxxxxx, as general partner of the Partnership,
has the authority to retain the Trading Advisor to trade futures contracts
for the account of the Partnership. The Partnership's partners have
represented that they understand and are willing to assume the risks of
futures trading, and that their objectives are to achieve the greatest
amount of net profits for its account over the long term.
15. Covenants of the Trading Advisor. During the term of this
Agreement the Trading Advisor agrees as follows:
(a) The Trading Advisor covenants that under no
circumstances will it or any of its principals or affiliates knowingly or
deliberately favor any account managed or controlled (in whole or in part)
by it or any of its principals or affiliates over the Partnership;
provided, however, that except as otherwise provided herein this covenant
shall not prevent the Trading Advisor from using a different trading
approach in the trading of solely proprietary or experimental, as opposed
to customer, accounts or using such an approach as otherwise disclosed to
Xx. Xxxxxx, or from charging different fees to different accounts. The
Trading Advisor will provide such information with respect to any other
accounts of the Trading Advisor or any of its principals or affiliates as
Xx. Xxxxxx may reasonably request. The Trading Advisor shall provide Xx.
Xxxxxx, upon request, with an explanation of the differences, if any, in
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performance between the Partnership and any other account for which the
Trading Advisor or any of its principals or affiliates acts as a commodity
trading advisor (in whole or in part).
(b) The Trading Advisor shall maintain all registrations
and memberships necessary for the Trading Advisor to furnish services to
the Partnership hereunder and shall at all times comply in all material
respects with all applicable laws, to the extent that the failure to so
comply would adversely affect the Trading Advisor's ability to perform
services for the Partnership as contemplated hereby.
(c) The Trading Advisor acknowledges and agrees that its
obligations to the Partnership hereunder are independent of any obligations
of the Partnership and that no dispute, non-payment or default by the
Partnership under any arrangements with the Trading Advisor shall in any
respect diminish the Trading Advisor's obligations to the Partnership
hereunder.
16. Covenant of Xx. Xxxxxx. Xx. Xxxxxx shall maintain all
registrations and memberships necessary for him to furnish services to the
Partnership hereunder and at all times comply in all material respects with
all applicable laws, to the extent that the failure to do so would
adversely affect his ability to perform services for the Partnership as
contemplated hereby.
17. Complete Agreement. This Agreement supercedes any prior
agreements between the parties and constitutes the entire agreement between
the parties, and no other agreement, verbal or otherwise, shall be binding
as between the parties hereto unless in writing and signed by the party
against whom enforcement is sought.
18. Assignment. This Agreement may not be assigned by either party
without the express written consent of the other party.
19. Amendment. This Agreement may not be amended except by the
written consent of the parties.
20. Notices. All notices required to be delivered under this
Agreement shall be delivered personally or by registered or certified mail,
postage prepaid, return receipt requested, as follows:
if to the Partnership or Xx. Xxxxxx:
The Willowbridge Fund L.P.
c/o Xxxxxx X. Xxxxxx, General Partner
000 Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
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if to the Trading Advisor:
Willowbridge Associates Inc.
000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxx
21. Headings. Headings to sections herein are for the convenience
of the parties only, and are not intended to be a part of or to affect the
meaning or interpretation of this Agreement.
22. Successors. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their successors and permitted assigns,
and no other person shall have any right or obligation under this
Agreement.
23. Governing Law, This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey.
IN WITNESS WHEREOF, this Agreement has been executed for and on
behalf of the undersigned as of the date first above written.
Willowbridge Associates Inc. The Willowbridge Fund L.P.
By_________________________ By________________________
President General Partner
/s/ Xxxxxxx X. Xxx /s/ Xxxxxx X. Xxxxxx
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