EXHIBIT 1
ESCROW AGREEMENT
----------------
THIS ESCROW AGREEMENT is effective as of February 13, 2001, among U.S.
Pawn, Inc., a Colorado corporation ("Purchaser"), U.S. Remodelers, Inc., a
Delaware corporation (the "Company"), the shareholders of the Company as listed
on Schedule A attached hereto (the "Shareholders"), and Corporate Stock
Transfer, Denver, Colorado ("Escrow Agent").
RECITALS
WHEREAS, Purchaser and the Company have entered into an Agreement and Plan
of Merger relating to the acquisition by Purchase of all of the outstanding
capital stock of the Company from Shareholders by issuing to Shareholders shares
of common stock of Purchaser for all outstanding shares of the Company capital
stock ("Purchase Agreement").
WHEREAS, capitalized terms in this Agreement shall have the same meaning as
defined in the Purchase Agreement unless otherwise noted in this Agreement.
WHEREAS, Purchaser, the Company, Shareholders and Escrow Agent have agreed
that Escrow Agent will hold and disburse the Escrowed Shares in accordance with
the provisions of this Agreement and the Purchase Agreement.
WHEREAS, Purchaser, the Company and Shareholders have agreed if the Company
becomes obligated to indemnify the Purchaser with respect to any claim for
indemnification pursuant to the Purchase Agreement the Escrowed Shares will
provide for the obligations of the Company under Article VIII of the Purchase
Agreement.
AGREEMENT
1. Purchaser, Shareholders and the Company appoint Escrow Agent as their
escrow agent and Escrow Agent agrees to serve as Escrow Agent in accordance with
the provisions hereof.
2. On the Closing Date of the Purchase Agreement, Purchaser shall issue
and deliver to Escrow Agent stock certificates in the name of each Shareholder
and reflecting the number of shares of Common Stock of Purchaser equal to 10% of
the Merger Consideration. The amount of the Merger Consideration to be held in
escrow pursuant to this Agreement shall be limited to 10% of each Shareholder's
portion of the Merger Consideration to be issued to such Shareholder pursuant to
the Purchase Agreement. Set forth on Schedule A attached hereto next to each
Shareholder's name is the amount of Merger Consideration subject to this
Agreement, which is an aggregate of 404,564 shares of Purchaser Common Stock
(the "Escrowed Shares").
3. The Company's aggregate liability for indemnification hereunder and
under the Purchase Agreement shall not exceed the lesser of 10% of the aggregate
value of the Merger Consideration or $500,000; however, in no event will the
Company's liability for indemnification hereunder and under the Purchase
Agreement exceed the Escrowed Shares (such amount being referred to herein as
the "Company Liability Limits"). Shareholders' liability under this Agreement
and the Purchase Agreement shall be limited to the Escrowed Shares.
4. If the Company becomes obligated to indemnify Purchaser with respect
to an Indemnificable Claim pursuant to the Purchase Agreement, and in particular
under Section VIII of the Purchase Agreement and the amount of liability with
respect thereto shall have been finally determined, the Cash (defined in the
Purchase Agreement) shall be adjusted upward by the amount of the Indemnifiable
Claim and the Merger Consideration shall be recalculated accordingly, with the
Escrow Agent releasing the number of Escrowed Shares to Purchaser to be
cancelled; provided, however, that the Company shall be entitled to satisfy the
Indemnifiable Claim by paying the full amount of the Indemnifiable Claim in cash
within ten days of the date on which the amount of liability with respect
thereto shall be have finally determined in accordance with Section VIII of the
Purchase Agreement and herein. The number of Escrowed Shares to be delivered by
the Escrow Agent to the Purchaser for cancellation shall be determined jointly
by Purchaser and the Company. Escrow Agent shall only be required to deliver
such Escrowed Shares to Purchaser after receipt of written instructions signed
by both Purchaser and the Company directing Escrow Agent to deliver the
designated number of Escrowed Shares to Purchaser. Such Escrowed Shares
returned to Purchaser shall be cancelled.
5. An Indemnifiable Claim based on a purported misrepresentation or
breach of warranty by the Company must first be asserted in writing within one
year from the Closing Date. Any Indemnifiable Claim that is not asserted within
the period as provided above therefor shall be forever barred. If one year
after the Closing Date (the "Termination Date") there are no Indemnifiable
Claims, Escrow Agent shall deliver within ten (10) business days after receiving
written instructions signed by Purchaser and the Company to each Shareholder at
his address as reflected on Schedule A his representative share of the Escrowed
Shares. If on the Termination Date there exists an unresolved Indemnifiable
Claim, Escrow Agent shall retain the number of Escrowed Shares (or cash if the
Company elects to deliver the amount of cash for such claim to Escrow Agent) as
designed in writing by both the Company and the Purchaser, which in their sole
discretion they deem necessary to indemnify such Claim. The remaining Escrowed
Shares shall then be released and delivered to Shareholders. This Agreement
will continue after the Termination Date until all Indemnifiable Claims are paid
or resolved in accordance with this Agreement and the Purchase Agreement. Upon
the payment or resolution of all Indemnifiable Claims after the Termination
Data, the remaining Escrowed Shares, if any, shall be released and delivered to
Shareholders within ten (10) business days after receipt by Escrow Agent of
written instructions signed by both the Company and Purchaser.
6. Should any controversy arise between or amount the parties, or with
any other person, firm or entity, with respect to this Escrow Agreement, the
Escrowed Shares or the right of any party or other person to receive the
Escrowed Share, or should the parties fail to designate another Escrow Agent as
provided in paragraph 7(b) hereof, or if Escrow Agent should be in doubt as to
what action to take, Escrow Agent shall have the right (but not the obligation)
to (a) withhold delivery of the Escrowed Shares until the controversy is
resolved the conflicting demands are withdrawn or its doubt is resolved, and/or
(b) institute a ▇▇▇▇ of interpleader in any court of competent jurisdiction to
determine the rights of the parties hereto.
7. The following shall govern the rights, privileges, immunities and
liabilities of Escrow Agent:
(a) In performing any of its duties hereunder, Escrow Agent shall not
incur any liability to any of the parties hereto for any damages,
losses or expenses, unless caused by Escrow Agent's gross
negligence or willful default, and it shall, accordingly, not
incur any such liability with respect to:
(1) any action taken or omitted in good faith upon advice of
counsel for Escrow Agent given with respect to any questions
relating to the duties and responsibilities of Escrow
Agent under this Escrow Agreement; or
(2) any action taken or omitted in reliance upon any notice or
other instrument furnished to Escrow Agent by any of the
parties pursuant hereto, not only as to its due execution,
but also as to the truth and accuracy of any information
contained therein, which Escrow Agent shall in good faith
believe to be genuine, to have been signed or presented by a
proper person or persons, and to conform with the provisions
of this Escrow Agreement
(b) Escrow Agent may resign at any time upon ten (10) days written
notice to all parties, in which event it shall be succeeded by
such person or institution as the Company may select;
(c) Purchaser, Shareholders and the Company hereby agree to indemnify
and hold Escrow Agent harmless from and against any and all
losses, claims, damages, liabilities and expenses ("Claims"),
including reasonable costs of investigation, counsel fees and
disbursements, which may be incurred by Escrow Agent in
connection with its acceptance of appointment as Escrow Agent
hereunder or the performance of its duties hereunder, and any
arbitration, litigation or other proceedings arising from this
Escrow Agreement or involving the subject matter hereof.
8. Delivery of the Escrowed Shares to Shareholders as provided herein and
any notice given pursuant to this Agreement must be in writing and may be given
by registered or certified mail, and if given by registered or certified mail,
shall be deemed to have been given and received when a registered or certified
letter containing such notice, properly addressed with postage prepaid, is
deposited in the United States mails; and if given otherwise than by registered
or certified mail, it shall be deemed to have been given when delivered to and
received by the party to whom addressed. Delivery of the Escrowed Shares and
such notices shall be given to the Company and Purchaser at the addresses set
forth in Section 9.2 of the Purchase Agreement and to Shareholders at the
addresses as set forth on Schedule A hereto, which addresses may be changed by
written notice to the other parties in accordance with this paragraph.
9. THIS ESCROW AGREEMENT IS TO BE PERFORMED IN THE STATE OF COLORADO AND
SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH AND SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO CONFLICT OF LAW RULES.
10. This Escrow Agreement may be executed by the parties in counterparts,
each of which shall be deemed an original document but all of which together
shall constitue one agreement.
11. This Agreement may be amended, modified or waived only by a written
agreement signed by the Purchaser, the Company and Shareholders. With regard to
any power, remedy or right provided in this Agreement or otherwise available to
any party; (i) no waiver or extension of time shall be effective unless
expressly contained in a writing signed by the waiving party, (ii) no
alteration, modification or impairment shall be implied by reason of any
previous waiver, extension of time, delay or omission in exercise or other
indulgence, and (iii) waiver by any party of the time for performance of any act
or condition hereunder does not constitute a waiver of the act or condition
itself.
12. This Agreement shall be binding upon and shall inure to the benefit of
the parties and their respective assigns, heirs, successors and legal
representatives.
13. The Escrow Agent shall receive an annual fee of $1,000 for its
services hereunder. The initial fee shall be paid to Escrow Agent by the Company
on the execution date of this Agreement. On the annual anniversary date of this
Agreement, if this Agreement is in effect, the Company shall pay Escrow Agent
the $1,000 annual fee.
This Escrow Agreement is executed and delivered by the parties hereto as of
the date set forth below.
U.S. PAWN, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
------------------------------------
Dated: February 13, 2001 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, President
U.S. REMODELERS, INC.
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Dated: February 13, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, President
CORPORATE STOCK TRANSFER
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------------
Dated: February 13, 2001 ▇▇▇▇▇▇▇ ▇▇▇▇, President
SCHEDULE A
TO
ESCROW AGREEMENT
U.S. Home Systems, Inc.
(Post Reverse Stock Split)
U.S. Remodelers Shareholders Number of Escrowed Shares
---------------------------- --------------------------
About Face Limited
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 64,030
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tax I.D. No. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 6,878
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇
Seacoast East 18,205
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 26,604
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 4,494
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇/▇▇/ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
Garden State Exterior Remodeling, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Tax I.D. No. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇. ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ 9,014
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
SCHEDULE A TO ESCROW AGREEMENT--Page 1
U.S. Home Systems, Inc.
(Post Reverse Stock Split)
U.S. Remodelers Shareholders Number of Escrowed Shares
---------------------------- --------------------------
Gross Family Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 20,384
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ 7,713
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Revocable Trust
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Trust
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇,▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tax I.D. No. ▇▇-▇▇▇▇▇▇▇
Avi Honigsfeld Trust
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇,▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tax I.D. ▇▇. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Trust
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇,▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tax I.D. No. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Trust
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇,▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tax I.D. No. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇▇▇ Family Trust
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ 25,791
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tax I.D. No. ▇▇-▇▇▇▇▇▇▇
SCHEDULE A TO ESCROW AGREEMENT--Page 2
U.S. Home Systems, Inc.
(Post Reverse Stock Split)
U.S. Remodelers Shareholders Number of Escrowed Shares
---------------------------- --------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, #▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
Sonostar Ventures, LLC 46,424
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tax I.D. No. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇ ▇. ▇▇▇▇, Trustee of the
▇▇▇▇▇ ▇. ▇▇▇▇ Revocable Trust
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 69,810
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Social Security No. ###-##-####
TOTAL 404,564
SCHEDULE A TO ESCROW AGREEMENT--Page 3
SIGNATURE PAGE OF SHAREHOLDERS OF U.S. REMODELERS, INC.
ESCROW AGREEMENT
ABOUT FACE LTD.
A Texas Ltd. Partnership
GP About Face Inc., A Texas Corp
Its: General Partner
Dated: December 29, 2000 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Its: President
---------------------------------
Dated: December 29, 2000 /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Dated: December 29, 2000 /s/ ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Dated: December 29, 2000 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Dated: December 29, 2000 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Dated: December 29, 2000 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
GARDEN STATE BRICKFACE, INC.
Dated: December 29, 2000 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Its: Chairman
---------------------------------
Dated: December 29, 2000 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
GROSS FAMILY TRUST
Dated: December 29, 2000 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Its: Co-Trustee
------------------------------------
Dated: December 29, 2000 /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Dated: December 29, 2000 /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Dated: December 29, 2000 /s/ Avi Honigsfeld
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ I.D.# ▇▇-▇▇▇▇▇▇▇
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AVI HONIGSFELD
Dated: December 29, 2000 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ I.D.# ▇▇-▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Dated: December 29, 2000 /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ I.D.# ▇▇-▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ REVOCABLE LIVING
TRUST
Dated: December 29, 2000 By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ I.D.####-##-####
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Its: Trustee
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Dated: December 29, 2000 /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ FAMILY TRUST
Dated: December 29, 2000 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Its: Trustee
------------------------------------
Dated: December 29, 2000 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
SONOSTAR VENTURES, LLC
Dated: December 29, 2000 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Its: President & CEO
------------------------------------
Dated: December 29, 2000 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Dated: December 29, 2000 /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Dated: December 29, 2000 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Dated: December 29, 2000 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ REVOCABLE TRUST
Dated: December 29, 2000 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
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Its: TRUSTEE
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