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EMPLOYMENT AGREEMENT
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EFFECTIVE: June 16, 2005
by and between
(1) CATCHER, INC.
- and -
(2) Jeff Gilford
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective on
the 16th day of June, 2005 ("Effective Date") by and between Catcher, Inc., a
Delaware corporation with corporate offices located at 39526 Charlestown Pike,
Hamilton, VA 20158-3322 ("Catcher" or the "Company") and Jeff Gilford, an
individual residing at 3310 Avenida Anacapa, Carlsbad California 92009 (the
"Employee"). The Company and the Employee are sometimes referred to herein as
the "Parties."
WHEREAS, the Company desires to employ Employee and Employee
desires to be employed upon the terms and subject to the conditions of this
Agreement.
NOW THEREFORE, for good and valuable consideration given by each
party hereto to the other, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree that the Company shall employ the Employee and
the Employee shall be employed by the Company upon the following terms and
conditions:
1. COMMENCEMENT AND TERM
(a) COMMENCEMENT AND TERM. This Agreement shall commence on the
"Effective Date" and unless sooner terminated pursuant to paragraph 4, shall
continue for a period of three (3) years thereafter (the "Initial Term"). On
completion of the Initial Term, this Agreement shall automatically renew for
additional three-year periods (each a "Renewal Term") unless sooner terminated
pursuant to paragraph 4, unless a written notice of non-renewal is provided to
either Party by the other no earlier than 90 days prior to the end of the
Initial Term or any Renewal Term and no later than 30 days prior to the
expiration of the Initial Term or any Renewal Term. The Initial Term, together
with each and every Renewal Term is hereinafter referred to as the "Term." In
the event either party gives notice of nonrenewel pursuant to this section 1(a),
this Agreement will expire at the end of the Initial Term or the current Renewel
Term as the case may be
2. TITLE AND DUTIES. The title, scope of employment and the duties of
the Employee shall be as follows:
(a) TITLE. The Employee shall serve the Company on a full-time
basis with the title of Chief Financial Officer. The Employee will report to the
Chairman and shall take direction from the Board of Directors of the Company
(the "Board").
(b) SCOPE OF EMPLOYMENT AND DUTIES. As Chief Financial Officer,
the Employee shall direct the organization's financial planning and accounting
practices as well as its relationship with lending institutions, shareholders,
and the financial community, personally or through subordinate managers, and
perform duties that are ancillary to any of the aforementioned duties or that
may be agreed to by the Employee and the Board.
(c) OTHER ACTIVITIES. The Employee shall devote his entire
business-day attention and energies to his employment with the Company. The
Employee may engage in civic, philanthropic or community service activities, so
long as such activities do not interfere with the Employee's ability to comply
with the terms and conditions of this Agreement and are not otherwise in
conflict with the policies or interests of the Company; PROVIDED THAT, the
Employee shall obtain the consent of the Chairman or CEO before engaging in such
activities that require time off during the normal business day. Notwithstanding
anything in this Agreement to the contrary, the Company hereby agrees (i) that
Employee will complete his transition from direct activities on behalf of
clients as principal of BlackFord Partners, which activities shall not exceed 12
hours per week until 60 days following execution of this
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Agreement, (ii) and thereafter that Employee will continue with limited
activities as principal of BlackFord Partners, provided that, such activities do
not compete with or conflict with the duties of Employee's position set forth in
paragraph 2(a), such determination shall be made in the reasonable discretion of
Employer, and provided further that, such activities shall not exceed 4 hours
per week.
(d) PRINCIPAL PLACE OF BUSINESS. The Employee shall perform his
duties principally from the Company's remote office initially located in
Carlsbad, California or at such other place as the Company may designate from
time to time, but not further than 20 miles from the Carlsbad without the
consent of the Employee. Employee agrees that upon relocation of the Company's
corporate office to the Virginia/Washington DC area, that the position may
require frequent travel between the Principal Place of Business and the
Company's new corporate office location, though such travel shall not require
Employee to be away from the Principal Place of Business for greater than 40% of
the business days of each month, unless mutually agreed.
3. COMPENSATION AND BENEFITS. In full consideration for entering into
this Agreement and for the Employee's services during the Term, the Employee
shall receive the following compensation and benefits (together, the
"Compensation"):
(a) BASE SALARY. The Employee shall receive a base salary
computed at the rate of $200,000 per calendar year (such amount, as may be
increased by the Company, shall be referred to as "Base Salary"). Base Salary
shall be paid in equal installments in accordance with the Company's payroll
policy. The Employee's Base Salary shall be reviewed annually by the Chairman
and Chief Executive Officer with a view to increasing the Base Salary if such
increase is merited or warranted by the competitive environment and, in the
discretion of the Board, is in the best interests of the Company and its
shareholders.
(b) BONUS. Employee shall be eligible to participate in any
incentive bonus program the Company may adopt for its executive employees,
provided that, in no event will such incentive bonus program provide for a bonus
of less than 50% of Employee's Base Salary upon achievement of certain goals
agreed between the Company and the Board. In addition, the employee shall be
entitled to a bonus of $15,000 which shall not be part of any incentive bonus
program or yearly bonus, and shall be paid within 30 days from the execution of
this Agreement.
(d) STOCK OPTIONS. The Company shall cause to be granted to
Employee under the Catcher Holdings, Inc. 2005 Employee Stock Option Plan (the
"Plan") that the Company may adopt for its employees, subject to approval of
such Plan by the shareholders of the Company under applicable law and subject
further to the terms of the Plan and the execution and delivery of such
agreements and other documents required by the Plan, an option ("Option") to
purchase a total of Nine Hundred Eighteen Thousand shares (918,000) shares of
the Common Stock of Catcher Holdings, Inc. The exercise price for the shares
issuable under Option shall be the fair market value of the Company's Common
Stock on the date of such grant. The Option shall vest according to the
following schedule:
1. With respect to Options to purchase 580,000 shares
(the "First Tranche"), 25% of the First Tranche shall vest on the Effective Date
and the remaining 75% of the First Tranche shall vest pro rata monthly over the
Initial Term;
2. With respect to Options to purchase 193,000 shares
(the "Second Tranche"), 25% of the Second Tranche shall vest on the first
anniversary of the Effective Date and the remaining 75% of the Second Tranche
shall vest pro rata monthly during the three year period following the first
anniversary of the Effective Date; and
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3. With respect to Options to purchase 145,000 shares
(the "Third Tranche"), 25% of the Third Tranche shall vest on the second
anniversary of the Effective Date and the remaining 75% of the Third Tranche
shall vest pro rata monthly during the three year period following the second
anniversary of the Effective Date.
Notwithstanding anything to the contrary that may be set forth in the Plan, any
grant document or otherwise, any unvested portion of the Option shall
immediately become fully vested upon the occurrence of a change in control of
the Company (to be defined in the document granting the Initial Option to the
Employee). Notwithstanding anything to the contrary that may be set forth in the
Plan, any grant document or otherwise, any unvested portion of any Tranche that
had commenced to vest shall immediately become fully vested upon the occurrence
of either of the following events: (i) Employee terminates this Agreement for
Good Reason (defined below); or (ii) the Company terminates this Agreement other
than for Cause (defined below). The Option shall not be exercisable unless and
until a registration statement on Form S-8 filed by Catcher Holdings, Inc.
covering the shares issuable under the Plan shall have been declared effective
by the Securities and Exchange Commission. Such Form S-8 shall be filed by
Catcher Holdings, Inc. no later than 60 days following the effective date of the
next registration statement to be filed by Catcher Holdings, Inc. following the
Effective Date. Notwithstanding the terms of the Plan, the Options shall also
provide for a post termination exercise period for vested options of 5 years.
(e) EXECUTIVE BENEFITS. In addition to the remuneration
described in paragraphs 3(a) through paragraph 3(d), above, and subject to
paragraph 3(i), below, the Employee shall participate in all of the employee
benefit plans and arrangements as may from time to time be made available by the
Company to or for the Company's executive employees.
(f) EXPENSE REIMBURSEMENT. The Company shall reimburse the
Employee for reasonable and necessary business travel and other business
expenses incurred in connection with the Employee's services under this
Agreement; PROVIDED THAT, such expenses are made, verified and submitted to the
Company for reimbursement in accordance with Company's expense reimbursement
policies.
(g) VACATION. Employee shall be entitled to fifteen (15)
business days of vacation annually to be taken at such time or times as the
Employee and the Company may agree during which time, all of Employees
compensation and benefits shall continue.
(h) WITHHOLDING AND SETOFF. The Company shall withhold from
Compensation all federal, state and local taxes or other governmental
obligations which Company is compelled to deduct by law with respect to the
Employee. The Company may deduct from Compensation such other amounts which the
Employee may owe the Company in connection with this Agreement or the Employee's
employment; PROVIDED THAT, the Employee has explicitly authorized such deduction
in writing in advance in each instance or has agreed to participate in a benefit
plan requiring a contribution from the Employee.
(i) PLANS GOVERN. Each and every benefit described in this
paragraph 3 shall be subject to the terms and conditions of the applicable plan,
scheme and/or insurance document (including with respect to waiting periods and
other limitations) underlying such benefit, each of which plan, scheme and/or
insurance document has been made available to the Employee for inspection at the
Company's principal offices. Employee hereby acknowledges that prior to the
Effective Date, the Employee has had access to, and the opportunity to examine,
all such plans, schemes and documents and to obtain answers to all of the
Employee's questions with respect thereto. The implementation of all benefits
applicable to the Employee during the Term is subject to the policies and
procedures established and issued by Catcher from time to time.
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4. TERMINATION OF AGREEMENT. This Agreement shall terminate only upon
the happening of any of the following termination events:
(a) COMPANY'S TERMINATION FOR CAUSE. The Company may terminate
this Agreement and the Employee's employment hereunder solely upon (i) the
Employee's conviction of a felony relating to the business of the Company, (ii)
a final determination by a court of competent jurisdiction that Employee has
breached a fiduciary duty to the Company, its successors or assigns, (iii) the
Employee's acts or omissions constituting gross negligence, recklessness or
willful misconduct with respect to the Employee's obligations or otherwise
relating to the business of Company, or (iv) a material breach of any
representation, warranty or covenant of Employee under this Agreement, PROVIDED
THAT, the Employee has first been advised in writing by the Employer of the
breach, and has been given a reasonable opportunity (not to exceed thirty (30)
days) to cure such breach if such breach is capable of cure ("Cause").
(b) EMPLOYEE'S TERMINATION FOR GOOD REASON. Employee may
terminate this Agreement and the Employee's employment hereunder immediately
upon notice to the Company for "Good Reason." For purposes of this Agreement,
the term "Good Reason" shall mean (i) the Company's material breach in the
performance or non-performance of any of the Company's obligations or duties
under this Agreement, PROVIDED THAT, the Company has first been advised in
writing by the Employee of the material breach, and has been given a reasonable
opportunity (not to exceed sixty (60) days) to cure such breach if such breach
is capable of cure, (ii) the failure of the Company to make any of the payments
or provide any benefits as set forth in paragraph 3, above, or (iii) the
diminution of the Employee's title, reporting relationship or the
responsibilities or duties described herein.
(c) EMPLOYEE'S VOLUNTARY RESIGNATION. The Employee may
terminate this Agreement without Good Reason.
(d) AUTOMATIC TERMINATION UPON DEATH. This Agreement shall
terminate automatically upon the death of the Employee.
5. RIGHTS AND DUTIES UPON TERMINATION.
(a) EXCLUSIVE RIGHTS. Subject to paragraph 5(b), upon
termination of this Agreement and the Employee's employment hereunder, the
Company shall have no further obligation or liability to the Employee under this
Agreement or otherwise, EXCEPT THAT
(i) if the Employee terminates this Agreement other than
for Good Reason or the Company terminates this Agreement for Cause or the
Agreement is terminated pursuant to paragraph 4(c), above, the Employee (or the
Employee's estate, as the case may be) shall be entitled to receive: (a) all
salary and monetary benefits to which the Employee is entitled under this
Agreement up to and including the effective date of such termination; and (b)
all other benefits to which the Employee is entitled as of the date of such
termination under any Employee benefit plan or arrangement maintained by the
Company in which the Employee participates, which benefit shall be determined
and paid in accordance with this Agreement and such plans or arrangements; and
(ii) if the Employee terminates this Agreement for Good
Reason, the Company terminates this Agreement other than for Cause, the
Agreement terminates upon Employee's death (if such death occurs as a result of,
or while engaging in duties within the course and scope of Employee's employment
with Company), or the Agreement expires following the Company's notice to
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Employee that it will not renew this Agreement following the Initial Term or any
Renewal Term, the Employee shall be entitled to receive (a) all salary and
monetary benefits to which the Employee is entitled under this Agreement up to
and including the effective date of such termination; (b) all other benefits to
which the Employee is entitled as of the date of such termination under any
Employee benefit plan or arrangement maintained by the Company in which the
Employee participates, which benefit shall be determined and paid in accordance
with this Agreement and such plans or arrangements; (c) the greater of (x)
Employee's Base Salary and any bonus, options or other remuneration that the
Employee would have been entitled to under paragraph 3 for a period of eighteen
(18) months following the date of termination and (y) the Employee's Base Salary
and any bonus, options or other remuneration that the Employee would have been
entitled to for the remainder of the Term had this Agreement not been
terminated.
(b) DAMAGE OFFSET; DEBTS. To the extent permitted by applicable
law, all amounts due or to become due to the Employee under this Agreement shall
be subject to offset or deduction for amounts which the Employee owes to the
Company. The Employee shall immediately repay all outstanding debts or loans to
the Company or any affiliated company and the Company is hereby authorized to
deduct from any wages or other sums owed to the Employee by the Company or such
affiliate the amount of such debts or loans in repayment of all or any part
thereof.
(c) RETURN OF PROPERTY. Upon the termination of this Agreement,
and the Employee's employment hereunder, the Employee will, or in the event of
the Employee's death the Employee's estate will, immediately return to the
Company all written confidential and proprietary information referred to in
paragraph 6(a) as well as all other property loaned or consigned to the Employee
by the Company.
(d) EMPLOYEE RESIGNATION. If applicable, upon termination of
this Agreement, the Employee shall immediately resign as an officer and, if the
case may be, director of the Company.
6. CONFIDENTIAL INFORMATION AND COMPETITION BY THE EMPLOYEE.
(a) CONFIDENTIAL INFORMATION. Employee acknowledges that as a
result of Employee's employment by Employer, Employee will gain access to and
knowledge of confidential, proprietary and/or trade secret information of
Employer regarding financial, planning, manufacturing and customer matters,
technological data, methods, and processes, as well as other proprietary and
confidential information, both oral and written (collectively referred to as
"Confidential Information"). Employee further acknowledge that all Confidential
Information is the exclusive property of Employer and that disclosure of
Confidential Information would cause Employer to suffer serious competitive
disadvantage as well as immediate and irreparable injury and damages.
Accordingly, Employee will not, either during the Term, or at any time
thereafter, use for any purpose (other than for the benefit of Employer the
Term) or disclose to any person, firm or entity any Confidential Information
unless required by law in which case the Employee shall give prompt notice to
Employer. Confidential Information does not include any information that (i)
Employee can clearly demonstrate is or becomes generally available to the
public, other than as a result of disclosure by or through Employee
inadvertently or on purpose, (ii) Employee can clearly demonstrate was in
Employee's possession free of any obligation of confidence at or subsequent to
the time such information was communicated to the Employee by Employer, (iii)
Employee can clearly demonstrate was developed by Employee independently of and
without reference to any Confidential Information, (iv) Employee can clearly
demonstrate was known to Employee prior to its disclosure by Employer; or (v)
was approved for release by written authorization of Employer.
Employee shall not without the prior written consent of the President and Chief
Executive Officer of the Company either directly or indirectly publish any
opinion, fact or material or deliver any lecture or
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address or participate in the making of any film, radio broadcast or television
transmission or communicate with any representative of the media or any third
party relating to the business or affairs of the Employer or to any of its
officers, employees, customers/clients, suppliers, distributors, agents or
shareholders. For the purpose of this paragraph, "media" shall include
television (terrestrial, satellite and cable) radio, newspapers and other
journalistic publications.
(b) SPECIAL EMPLOYEE COVENANTS. Because the Employee will have
access to and possesses Confidential Information, including detailed customer
lists and information relating to the operations and business requirements of
those customers, the Employee is willing to enter into the covenants described
in this paragraph 6(b) in order to provide the Company with what the Employee
considers to be reasonable protection of the Company's interests. For the period
from the Effective Date to and, if this Agreement is terminated by the Employee
without Good Reason, until the first anniversary of the date of Employee's
termination from employment, the Employee shall not, directly or indirectly:
(1) enter into or engage in the manufacture, sale or
distribution of Competitive Products (as defined below) either on the Employee's
own account, or as a partner or joint venturer, or as an employee, agent,
consultant or salesman for any individual or other entity, or as an officer,
director, or stockholder of a corporation, or as a lender, or otherwise, within
the United States of America or within any foreign country in which the Company
actually competes or in which the Company has during the Term adopted plans to
compete, of which Employee had actual knowledge; PROVIDED THAT, the ownership,
in the aggregate, of less than 1% of the outstanding shares of capital stock of
any corporation with one or more classes of its capital stock listed on a
national securities exchange or publicly traded in the over-the-counter market
shall not, by itself, constitute a violation of this paragraph 6(b)(1) and
PROVIDED FURTHER THAT, the ownership in the aggregate, of less than 5% of the
outstanding shares of capital stock of a private company shall not, by itself,
constitute a violation of this paragraph 6(b)(1). For purposes of this paragraph
6(b)(1), the term "Competitive Products" shall mean any and all products that
are the same as, or which are competitive with, products that were under
development, manufactured or sold by the Company during the two-year period
immediately preceding the termination of the Employee's employment.
(2) employ, solicit for employment or cause or assist
any person or other entity to employ or solicit for employment, any of the
present or future employees or agents of the Company, or (ii) solicit or induce
the customers of the Company to withdraw, curtail or cancel its business with
the Company.
Nothing in this paragraph 6(b) shall be deemed (i) to limit, or to relieve the
Employee from, legal duties owed by the Employee to the Company after
termination of employment, including fiduciary duties, duties of loyalty, or
other requirements of law applicable to the Employee as a result of the
Employee's employment, directorship, officership or otherwise, or (ii) to limit,
or to relieve the Employee from, the Employee's obligations under this Agreement
or under law relating to Intellectual Property of the Company.
(c) COVENANTS SEVERABLE. The covenants contained in paragraph
6(a) and 6(b) are intended to be separate and severable and enforceable as such.
(d) COVENANTS REASONABLE. The parties agree and acknowledge
that the duration, scope and geographic area of the covenants described in
paragraph 6(b) are fair, reasonable and necessary in order to protect the
goodwill and other legitimate interests of the Company, that adequate
consideration has been provided to the Employee by and under this Agreement for
such obligations and that such obligations do not prevent the Employee from
earning a livelihood. If, however, for any reason any court
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of competent jurisdiction (the "Court") determines that the provisions of
paragraph 6(b) pertaining to duration, scope and/or geographic area are too
broad or otherwise unreasonable (together, such provisions being hereinafter
referred to as "Restrictions"), such Restrictions shall be interpreted, modified
or rewritten to include the maximum Restrictions as are valid and enforceable
under applicable law. The Court is hereby requested and authorized by the
parties to revise the Restrictions to include the maximum Restrictions allowed
under applicable law and the Restrictions as so revised shall be binding upon
the Employee. If the Court determines that the Restrictions should not be
enforced for want of consideration, the Company may, at its option, provide the
Base Salary to the Employee for the period from the date of the Employee's
termination until the first anniversary of the Employee's termination from
employment to support the Restrictions.
(e) SPECIFIC PERFORMANCE. In the event of breach of any of the
Employee's obligations under this paragraph 6, the Company shall have the right
to have such obligation specifically enforced by a court of competent
jurisdiction, including, without limitation, the right to entry of restraining
orders and injunctions, whether preliminary, mandatory, temporary, or permanent,
against a violation, threatened or actual, and whether or not continuing, of
such obligation, without the necessity of showing any particular injury or
damage, and without the posting of any bond or other security, it being
acknowledged and agreed that any such breach or threatened breach would cause
immediate and irreparable injury to the Company and that money damages alone
would not provide an adequate remedy. The reasonable attorneys' fees and court
costs of the prevailing party in any such proceeding shall be borne by the other
party. A "prevailing party" shall be deemed to be a party that prevails on all
substantive issues. In the absence of a prevailing party, each party shall bear
its own costs if the Court has not otherwise ordered.
7. EMPLOYER'S REPRESENTATIONS; MISCELLANEOUS PROVISIONS.
(a) INSURANCE - The Company represents that it shall maintain
Director's and Officer's insurance coverage during the Term in amounts customary
for a companies similar to the Company, but in no event less than $5 million.
(b) INDEMNIFICATION - The Company agrees to indemnify Employee
to the fullest extent permitted under the Delaware General Corporation Law.
8. EMPLOYEE'S REPRESENTATIONS; MISCELLANEOUS PROVISIONS.
(a) REPRESENTATION. The Employee represents and warrants that
(i) the Employee is not under any duty or obligation, including a covenant not
to compete, that would interfere with the performance of the Employee's duties
under this Agreement or would be beached by such performance, and (ii) the
performance of the Employee's duties hereunder will not conflict with any
obligation or undertaking of the Employee, legal, fiduciary or otherwise. These
representations shall survive the termination of this Agreement.
(b) MISCELLANEOUS. This is a contract for unique personal
services. Neither this Agreement nor any right or obligation arising hereunder
may be assigned by the Employee without the prior written consent of the
Company, and any purported assignment without such consent shall be null and
void. Otherwise, this Agreement shall be binding upon and inure to the benefit
of the respective successors and permitted assigns of the parties. This
Agreement contains the entire agreement between the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements,
representations, warranties and understandings, either oral or written, between
the parties with respect
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thereto, except for rights of the parties under benefit plans, arrangements and
schemes between the Company and the Employer in place on the Effective Date
relating to the employment relationship between the parties. This Agreement may
not be amended or modified except by a writing signed by each of the parties
hereto and delivered to the other party. The captions set forth in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement. Whenever in this Agreement the
words "include" or "including" are used, they shall be deemed to mean "include,
without limitation," and "including, without limitation," respectively.
References in this Agreement to paragraphs are references to paragraphs of this
Agreement and in all cases shall include all subparagraphs under such
paragraphs. This Agreement has been the subject of negotiation and, accordingly,
no presumption or burden of proof will arise with respect to any ambiguity or
question of intent concerning this Agreement favoring or disfavoring any party
to this Agreement by virtue of the authorship of any provision of this
Agreement. The provisions of this Agreement may be waived only by a written
instrument signed by the party so waiving. All notices required or permitted
under this Agreement shall be in writing and shall be delivered by hand, sent by
first-class, certified mail, postage and fees prepaid or sent by recognized
overnight delivery service, addressed as follows:
(i) If to the Company: Catcher, Inc.
39526 Charlestown Pike Hamilton, VA
20158-3322
Copy to: Piliero Goldstein Kogan & Miller, LLP
10 East 53rd Street
New York, New York 10021
Attention: Robert D. Piliero
(ii) If to the Employee: To the address set forth in the first
paragraph of this Agreement
unless and until notice of another or different address shall be given as
provided in this paragraph 7. Notices shall be effective upon delivery if hand
delivered or delivered by recognized overnight delivery service and upon the
third day after mailing if sent by certified mail. In the event any provision of
this Agreement shall finally be determined to be unlawful or unenforceable, such
provision shall be deemed to be severed from this Agreement and every other
provision of this Agreement shall remain in full force and effect. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of California without regard to principles of conflicts of law. Except
as required to enforce specific performance rights described under paragraph
6(e), the parties hereby irrevocably consent to the personal jurisdiction of the
United States District Court for the Southern District of California, or if such
court lacks subject matter jurisdiction, to the exclusive jurisdiction of the
State Courts of the State of California located in San Diego for all purposes
permitted by this Agreement. The parties hereby expressly waive any and all
claims and defenses either may have in respect to any proceeding in such court
based on alleged lack of personal jurisdiction, improper venue or inconvenient
forum, or any similar defense, to the maximum extent permitted by law. The
obligations and representations of the parties that expressly survive the
expiration or termination of this Agreement, or which, by their nature are
intended to survive such expiration or termination, shall so survive in
accordance with their terms or as is required to give effect to such intention,
respectively.
IN WITNESS WHEREOF, the Parties have signed this Agreement effective as
of the day and year first above written.
CATCHER, INC. JEFF GILFORD
By: /s/ Ira Tabankin /s/ Jeff Gilford
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ITS AUTHORIZED REPRESENTATIVE INDIVIDUALLY
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