GUARANTY OF ALL LIABILITY
================================================================================
THIS GUARANTY, is entered into as of October 30, 2000 by the
undersigned (the "Guarantor"), in favor of and for the benefit of EUROPEAN
AMERICAN BANK, a New York banking corporation (the "Bank").
RECITALS
The Bank has made and may make, from time to time, loans, advances,
extensions of credit and/or other financial accommodations (collectively, the
"Loans") for the account of Gilman & Ciocia, Inc. (the "Borrower").
The Guarantor, being affiliated with the Borrower, acknowledges and
agrees that the Guarantor has received and will receive direct and indirect
benefits from the extension of the Loans made to the Borrower from time to time.
The Guarantor wishes to grant the Bank security and assurance in
order to secure the payment and performance by the Borrower of all of its
present and future Obligations (as that term is defined below), and, to that
effect, to guaranty the Borrower's Obligations as set forth herein.
Accordingly, the Guarantor hereby agrees as follows:
1. Guaranty.
--------
The Guarantor hereby unconditionally and irrevocably guarantees to
the Bank the full and punctual payment by the Borrower, when due, whether at the
stated due date, by acceleration or otherwise of all Obligations (as defined
below) of the Borrower, howsoever created, arising or evidenced, voluntary or
involuntary, whether direct or indirect, absolute or contingent now or hereafter
existing or owing to the Bank, (collectively, the "Guaranteed Obligations").
This Guaranty is an absolute, unconditional, continuing guaranty of payment and
not of collection of the Guaranteed Obligations and includes Guaranteed
Obligations arising from successive transactions which shall either continue
such Guaranteed Obligations or from time to time renew such Guaranteed
Obligations after the same has been satisfied. This Guaranty is in no way
conditioned upon any attempt to collect from the Borrower or upon any other
event or contingency, and shall be binding upon and enforceable against the
Guarantor without regard to the validity or enforceability of any document,
instrument or agreement evidencing or governing the Obligations or any other
agreement or instrument executed in connection therewith (including, without
limitation, this Guaranty) or contemplated thereby (each, a "Loan Document" and,
collectively, the "Loan Documents"). If for any reason the Borrower shall fail
or be unable duly and punctually to pay any of the Guaranteed Obligations
(including, without limitation, amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. 362(a)), the Guarantor will forthwith pay the same, in cash, immediately
upon demand. As used herein "Obligations" shall mean all obligations,
liabilities and indebtedness of the Borrower to the Bank, whether now existing
or hereafter created, absolute or contingent, direct or indirect, due or not,
whether created directly or acquired by assignment or otherwise, including,
without limitation, the Loan and the payment and performance of all other
obligations, liabilities, and indebtedness of the Borrower to the Bank under the
Loan Documents, including without limitation all fees, costs, expenses and
indemnity obligations thereunder.
In the event any Loan Document shall be terminated as a result of
the rejection thereof by any trustee, receiver or liquidating agent of the
Borrower or any of its properties in any bankruptcy, insolvency, reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
proceeding, the Guarantor's obligations hereunder shall continue to the same
extent as if such Loan Document had not been so rejected.
The Guarantor agrees to pay all costs, expenses (including, without
limitation, attorneys' fees and disbursements) and damages incurred in
connection with the enforcement of the Guaranteed Obligations of the Borrower to
the extent that such costs, expenses and damages are not paid by the Borrower
pursuant to the respective Loan Documents.
The Guarantor further agrees that if any payment made by the Borrower
or the Guarantor to the Bank on any Guaranteed Obligation is rescinded,
recovered from or repaid by the Bank, in whole or in part, in any bankruptcy,
insolvency or similar proceeding instituted by or against the Borrower or
Guarantor, this Guaranty shall continue to be fully applicable to such
Guaranteed Obligation to the same extent as though the payment so recovered or
repaid had never originally been made on such Guaranteed Obligation regardless
of, and, without giving effect to, any discharge or release of the Guarantor's
obligations hereunder granted by the Bank after the date hereof.
2. Guaranty Continuing, Absolute, Unlimited.
-----------------------------------------
The obligations of the Guarantor hereunder shall be continuing,
absolute, unlimited and unconditional, shall not be subject to any counterclaim,
setoff, deduction or defense based upon any claim the Guarantor may have against
the Bank or the Borrower or any other person, and shall remain in full force and
effect without regard to, and, to the fullest extent permitted by applicable
law, shall not be released, discharged or in any way affected by, any
circumstance or condition (whether or not any Guarantor shall have any knowledge
or notice thereof) whatsoever which might constitute a legal or equitable
discharge or defense including, but not limited to, (a) any express or implied
amendment, modification or supplement to any Loan Document or any other
agreement referred to in any Loan Document; (b) any failure on the part of the
Borrower to perform or comply with any Loan Document, or any failure of any
other person to perform or comply with any term of any Loan Document; (c) any
waiver, consent, change, extension, indulgence or other action or any action or
inaction under or in respect of any Loan Document or any other agreement as
aforesaid, whether or not the Bank, the Borrower or the Guarantor has notice or
knowledge of any of the foregoing; (d) any bankruptcy, insolvency,
reorganization, arrangement, readjustment, composition, liquidation or similar
proceeding with respect to the Borrower, or its properties or its creditors, or
any action taken by any trustee or receiver or by any court in any such
proceeding; (e) any furnishing or acceptance of additional security or any
release of any security; (f) any limitation on the liability or obligations of
the Borrower under any Loan Document or any termination, cancellation,
frustration, invalidity or unenforceability, in whole or in part, of any Loan
Document; (g) any lien, charge or encumbrance on or affecting the Guarantor's or
any of the Borrower's respective assets and properties; (h) any act, omission or
breach on the part of the Bank under any Loan Document or any other agreement at
any time existing between the Bank and the Borrower or any law or governmental
regulation applicable to the Bank or any Loan Document; (i) any claim as a
result of any other dealings among the Bank, the Guarantor or the Borrower; (j)
the assignment of this Guaranty, any Loan Document to any other person; or (k)
any change in the name of the Bank, the Borrower or any other person or entity
referred to herein.
3. Waiver.
-------
The Guarantor unconditionally and irrevocably waives, to the fullest
extent permitted by applicable law: (a) notice of any of the matters referred to
in Section 2 hereof; (b) all notices which may be required by statute, rule of
law or otherwise to preserve any rights against the Guarantor hereunder,
including, without limitation, notice of the acceptance of this Guaranty, or the
creation, renewal, extension, modification or accrual of the Guaranteed
Obligations or notice of any other matters relating thereto, any presentment,
demand, notice of dishonor, protest, nonpayment of any damages or other amounts
payable under any Loan Document; (c) any requirement for the enforcement,
assertion or exercise of any right, remedy, power or privilege under or in
respect of any Loan Document, including, without limitation, diligence in
collection or protection of or realization upon the Guaranteed Obligations or
any part thereof or any collateral therefor; (d) any requirement of diligence;
(e) any requirement to mitigate the damages resulting from a default by the
Borrower under any Loan Document; (f) the occurrence of every other condition
precedent to which the Guarantor or the Borrower may otherwise be entitled; (g)
the right to require the Bank to proceed against the Borrower or any other
person liable on the Guaranteed Obligations, to proceed against or exhaust any
security held by the Borrower or any other person, or to pursue any other remedy
in the Bank's power whatsoever, (h) the right to have the property of the
Borrower first applied to the discharge of the Guaranteed Obligations and any
and all rights it may now or hereafter have under any agreement or at law or in
equity (including, without limitation, any law subrogating the Guarantor to the
rights of the Bank) to assert any claim against or seek contribution,
indemnification or any other form of reimbursement from the Borrower or any
other party liable for payment of any or all of the Guaranteed Obligations for
any payment made by the Guarantor under or in connection with this Guaranty or
otherwise.
The Bank may, at its election, exercise any right or remedy it may
have against the Borrower without affecting or impairing in any way the
liability of the Guarantor hereunder and the Guarantor waives, to the fullest
extent permitted by applicable law, any defense arising out of the absence,
impairment or loss of any right of reimbursement, contribution or subrogation or
any other right or remedy of the Guarantor against the Borrower, whether
resulting from such election by the Bank or otherwise. The Guarantor waives any
defense arising by reason of any disability or other defense of the Borrower or
by reason of the cessation for any cause whatsoever of the liability, either in
whole or in part, of the Borrower to the Bank for the Guaranteed Obligations.
The Guarantor assumes the responsibility for being and keeping
informed of the financial condition of the Borrower and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and agrees that the Bank shall not have any duty to advise the Guarantor of
information regarding any condition or circumstance or any change in such
condition or circumstance. The Guarantor acknowledges that the Bank has not made
any representations to the Guarantor concerning the financial condition of the
Borrower.
4. Representations and Warranties of the Guarantor.
------------------------------------------------
The Guarantor hereby represents and warrants that:
If not an individual, it is a general partnership, limited
partnership, corporation, limited liability company or limited liability
partnership (as indicated on the signature page hereto) duly organized or
formed, as the case may be, under the laws of the jurisdiction of its
incorporation or formation and has all requisite power and authority to enter
into this Guaranty and to carry out its obligations hereunder.
The execution, delivery and performance of this Guaranty by the
Guarantor have been duly authorized by all necessary action (other than a
Guarantor who is an individual) and this Guaranty constitutes the legal, valid
and binding obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms.
If not an individual, it has the power and authority to own its
properties and assets and to conduct its business as now being conducted and is
duly qualified to do business in every jurisdiction in which the nature of its
assets or the conduct of its business requires it to be so qualified.
Neither this Guaranty nor any other Loan Document to which the
Guarantor is a party will violate any provision of law, rule or regulation or
any order of any court or other governmental agency to which the Guarantor is
subject, the organizational documents of the Guarantor, any provision of any
agreement or instrument to which the Guarantor is a party or by which the
Guarantor or any of the Guarantor's properties or assets are bound, or be in
conflict with, result in a breach of, or constitute a default under (with or
without notice or lapse of time), any such agreement or instrument, or result in
the creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any properties or assets of the Guarantor.
No action or approval by or of and no filing or registration with
any governmental or public body or authority, or any subdivision thereof, nor
the consent of any other person or entity, nor any other legal formality is
required in connection with the entering into, performance or enforcement of
this Guaranty, except such as have been obtained or taken and with respect to
which a copy or other satisfactory evidence thereof has been furnished to the
Bank.
5. Security; Events of Default.
----------------------------
As security for any and all of the obligations of the Guarantor
under this Guaranty, now existing or hereafter arising hereunder or otherwise
(collectively, the "Liabilities"), the Guarantor hereby grants to the Bank a
lien upon and a security interest in any and all moneys or other property (i.e.,
goods and merchandise, as well as any and all documents relative thereto; funds,
securities, choses in action and any and all other forms of property whether
real, personal or mixed, and any right, title or interest of the Guarantor
therein or thereto), and the proceeds thereof, which have been, or may hereafter
be, deposited or delivered to the Bank (or with any third party acting on the
Bank's behalf) by or for the account or credit of the Guarantor whether for
safekeeping, custody, pledge, deposit, transmission, collection or otherwise.
All remittances and property shall be deemed delivered to the Bank as soon as
put in transit to the Bank by mail or carrier.
Upon the occurrence of any of the following events (each an "Event of
Default"):
(a) the Guarantor defaults under this Guaranty or any Loan Document
to which the Guarantor is a party;
(b) any representation or warranty made by the Guarantor herein or in
any other Loan Document to which the Guarantor is a party is false or untrue as
of the date such representation or warranty is made;
(c) the Guarantor commences any case, proceeding, or other action
under any law of any jurisdiction relating to bankruptcy, insolvency,
reorganization, or relief of debtors or seeks to have an order for relief
entered with respect to the Guarantor or seeks to be adjudicated a bankrupt or
insolvent, or seeks reorganization, arrangement, adjustment, liquidation,
dissolution, composition or other relief with respect to the Guarantor or the
Guarantor's debts, or seeks the appointment of a receiver, trustee, custodian,
or other similar official for the Guarantor or for all or any substantial part
of the Guarantor's property;
(d) the Guarantor makes a general assignment for the benefit of
creditors;
(e) there is commenced against the Guarantor, any case, proceeding or
other action of the type referred to in clause (c) above or seeking the issuance
of a warrant of attachment, execution, distraint, or similar process against all
or any substantial part of the Guarantor's property, which case, proceeding or
other action results in an entry of an order for relief or is not dismissed,
discharged or bonded within sixty days of the commencement thereof;
(f) the Guarantor takes any action indicating the Guarantor's consent
to, approval of, or acquiescence in or in furtherance of, any of the acts set
forth in clause (c) and (e) above;
(g) the death or incapacity of a Guarantor, if an individual;
(h) the Guarantor admits in writing the Guarantor's inability to pay
the Guarantor's debts as they mature; or
(i) the Guarantor terminates or dissolves or suspends the Guarantor's
usual business activities or conveys, sells, leases, transfers or otherwise
disposes of all or a substantial part of the Guarantor's property, business or
assets other than in the ordinary course of business; then, any or all of the
Liabilities shall, at the Bank's option, become (for the purpose of this
Guaranty) immediately due and payable by the Guarantor, without demand or
notice. In addition, upon the occurrence of any Event of Default, the Bank shall
have all of the rights and remedies provided to a secured party by the Uniform
Commercial Code as in effect in New York State at that time. The Guarantor
agrees that in the event that notice is necessary, written notice mailed to the
Guarantor at the address given below three business days prior to the date of
public sale of the property subject to the lien and security interest created
herein or prior to the date after which private sale or any other disposition of
said property will be made shall constitute reasonable notice, but notice given
in any other reasonable manner or at any other reasonable time shall be
sufficient.
6. Parties.
--------
This Guaranty shall inure to the benefit of the Bank and its
successors, assigns or transferees, and shall be binding upon each Guarantor and
its successors and assigns. No Guarantor may delegate any of the Guarantor's
duties under this Guaranty without the prior written consent of the Bank.
7. Notices.
--------
Any notice shall be conclusively deemed to have been received by a
party hereto and to be effective on the day on which delivered to such party at
the address set forth below if hand delivered or sent by Federal Express or
other reputable courier of national reputation, or if sent by registered or
certified mail, on the third business day after the day on which mailed in the
United States, addressed to such party at said address:
(a) if to the Bank, at
European American Bank
730 Veterans Memorial Highway
Hauppauge, New York 11788
Attention: Richard Ohl, V.P.
(b) if to the Guarantor,
James Ciocia
1311 Mamaroneck Avenue, Suite 160
White Plains, New York 10605
Michael Ryan
11 Raymond Avenue
Poughkeepsie, New York 12603
Thomas Povinelli
1311 Mamaroneck Avenue, Suite 160
White Plains, New York 10605
Kathryn Travis
1311 Mamaroneck Avenue, Suite 160
White Plains, New York 10605
(c) as to each such party at such other address as such party
shall have designated to the other in a written notice
complying as to delivery with the provisions of this
Section 7.
8. Right to Deal with the Borrower.
--------------------------------
At any time and from time to time, without terminating, affecting or
impairing the validity of this Guaranty or the obligations of the Guarantor
hereunder, the Bank may deal with the Borrower in the same manner and as fully
as if this Guaranty did not exist and shall be entitled, among other things, to
grant the Borrower, without notice or demand and without affecting the
Guarantor's liability hereunder, such extension or extensions of time to
perform, renew, compromise, accelerate or otherwise change the time for payment
of or otherwise change the terms of indebtedness or any part thereof contained
in or arising under any Loan Document or any other document evidencing
Obligations of the Borrower to the Bank, or to waive any obligation of the
Borrower to perform, any act or acts as the Bank may deem advisable.
9. Delivery of Financial Statements.
---------------------------------
The Guarantor shall deliver to the Bank:
(a) Annually, as soon as available, but in any event within 120 days
after the last day of each of its fiscal years, a balance sheet
of the Guarantor (other than a Guarantor which is an individual)
and its subsidiaries, as at such last day of the fiscal year, and
statements of income and retained earnings and cash flow for such
fiscal year, each prepared in accordance with generally accepted
accounting principles consistently applied, in reasonable detail.
(b) Promptly after a written request therefor, such other financial
data or information as the Bank may reasonably request from time
to time.
10. Survival of Representations, Warranties, and Agreements.
--------------------------------------------------------
All representations, warranties, covenants and agreements made
herein, including representations and warranties deemed made herein, shall
survive any investigation or inspection made by or on behalf of the Bank and
shall continue in full force and effect until all of the obligations of the
Guarantor under this Guaranty shall be fully performed in accordance with the
terms hereof, and until the payment in full of the Guaranteed Obligations.
11. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.
-----------------------------------------------------------------
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THE GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF NEW
YORK AND ANY COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING
BROUGHT AGAINST THE GUARANTOR AND RELATED TO OR IN CONNECTION WITH THIS GUARANTY
OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE GUARANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF
MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY
CLAIM THAT THE GUARANTOR IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH
COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM,
THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS
GUARANTY OR ANY DOCUMENT OR ANY INSTRUMENT REFERRED TO HEREIN OR THE SUBJECT
MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE GUARANTOR AGREES (i) NOT TO SEEK AND HEREBY
WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF
ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN
ENFORCEMENT OF SUCH JUDGMENT AND (ii) NOT TO ASSERT ANY COUNTERCLAIM, IN ANY
SUCH SUIT, ACTION OR PROCEEDING UNLESS SUCH COUNTERCLAIM COULD NOT, BY REASON OF
ANY APPLICABLE FEDERAL OR STATE PROCEDURAL LAWS, BE INTERPOSED, PLEADED OR
ALLEGED IN ANY OTHER ACTION. THE GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE
MADE UPON THE GUARANTOR BY CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR
NOTICES SET FORTH IN THIS GUARANTY OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW
YORK. THE GUARANTOR IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
12. Miscellaneous.
--------------
(a) If this Guaranty is executed by two or more parties, they shall
be jointly and severally liable hereunder, and the word
"Guarantor" wherever used herein shall be construed to refer to
each of such parties separately, all in the same manner and with
the same effect as if each of them had signed separate
instruments; and in any such case this Guaranty shall not be
revoked or impaired as to any one or more of such parties by the
death or dissolution of any of the others or by the revocation or
release of any liabilities hereunder of any one or more of such
other parties and the Bank may proceed against none, one or more
of the Guarantors at one time, or from time to time, in its sole
and absolute discretion.
(b) If any term of this Guaranty or any application hereof shall be
invalid or unenforceable, the remainder of this Guaranty and any
other application of such term shall not be affected thereby.
(c) Any term of this Guaranty may be amended, waived, discharged or
terminated only by an instrument in writing signed by the
Guarantor and the Bank. No notice to or demand on the Guarantor
shall be deemed to be a waiver of the obligations of the
Guarantor or of the right of the Bank to take further action
without notice or demand as provided in this Guaranty. No course
of dealing between the Guarantor and the Bank shall change,
modify or discharge, in whole or in part, this Guaranty or any
obligations of the Guarantor hereunder. No waiver of any term,
covenant or provision of this Guaranty shall be effective unless
given in writing by the Bank and if so given shall only be
effective in the specific instance in which given.
(d) The headings in this Guaranty are for purposes of reference only
and shall not limit or define the meaning hereof.
(e) No delay or omission by the Bank in the exercise of any right
under this Guaranty shall impair any such right, nor shall it be
construed to be a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further
exercise of any other right.
(f) The liability of any Guarantor under this Guaranty may be
terminated, but only with respect to Guaranteed Obligations
arising subsequent to the effective Date of Termination, upon
written notice to that effect, signed and delivered by the
Guarantor to the Bank, provided, however, that such termination
shall only be effective upon the Bank's receipt thereof. In the
event of such termination, the Guarantor shall remain liable with
respect to the Guaranteed Obligations prior to date of
termination, including any renewals, extensions, modifications
thereof, and this Guaranty shall remain in full force and effect
as if no such termination has been made.
(g) The execution and delivery of this Guaranty shall not supersede,
terminate, modify or supplement in any manner any other Guaranty
previously executed and delivered to the Bank by a Guarantor and
no release or termination of any Guaranty shall be construed to
terminate or release any other Guarantee unless such Guaranty is
specifically referred to in any such termination.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Guaranty as of the day and year first above written.
/s/ James Ciocia
____________________________________
James Ciocia
/s/ Michael Ryan
____________________________________
Michael Ryan
/s/ Thomas Povinelli
____________________________________
Thomas Povinelli
/s/ Kathryn Travis
____________________________________
Kathryn Travis
STATE OF NEW YORK
COUNTY OF Queens ss.:
On the 26th day of October, in the year 2000 before me, the undersigned, a
notary public in and for said State, personally appeared James Ciocia,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ Paula D. Barba
__________________________________
Notary Public
(seal)
STATE OF NEW YORK
COUNTY OF Dutchess ss.:
On the 26th day of October, in the year 2000 before me, the undersigned, a
notary public in and for said State, personally appeared Michael Ryan,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ Susan G. Charles
________________________________
Notary Public
(seal)
STATE OF NEW YORK
COUNTY OF Westchester ss.:
On the 26th day of October, in the year 2000 before me, the undersigned, a
notary public in and for said State, personally appeared Thomas Povinelli,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ Carolyn DeCicco
______________________________
Notary Public
(seal)
STATE OF NEW YORK
COUNTY OF Westchester ss.:
On the 26th day of October, in the year 2000 before me, the undersigned, a
notary public in and for said State, personally appeared Kathryn Travis,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her capacity, and that by her
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ Carolyn DeCicco
____________________________
Notary Public
(seal)