EXHIBIT 10.48
INDEPENDENT CONSULTANT AGREEMENT
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THIS AGREEMENT is made and entered into at Tacoma, Washington this 28th day
of November, 2000, by and between Insynq Inc., a Delaware corporation
(hereinafter referred to as "Insynq"), and My Partner Online, Inc., a Washington
corporation and Summer J. Mathews, an individual and its President (hereinafter
referred to as "Consultant").
This Agreement is made with reference to the following facts and
objectives:
RECITALS
WHEREAS, Insynq core business includes ASP Solutions and proprietary
technology; and
WHEREAS, Consultant is known by INSYNQ to possess the knowledge of online
small business accounting solutions, have substantial, contacts within the
industry, and to possess the creative wherewithal to create new revenue streams
for or add value to INSYNQ by identifying new or additional strategic partners,
and through keeping INSYNQ at the forefront of new markets created by emerging
technologies, and by presenting new business opportunities through joint
ventures with outside companies or patties; and
WHEREAS, Consultant desires to invest a substantial portion of her time and
energies to help INSYNQ meet these goals and INSYNQ desires to engage
Consultant's services; and
WHEREAS, INSYNQ and Consultant desire to enter into this agreement whereby
Consultant will furnish services to INSYNQ, and INSYNQ will compensate
Consultant, on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing and the covenants and
premises hereinafter set forth to be performed hereunder, and intending to be
legally bound, the parties agree as follows:
AGREEMENT
1. Engagement of Consultant. In addition to the general consulting
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services set forth in paragraph 2 herein, INSYNQ hereby retains the services of
Consultant, and Consultant hereby accepts its engagement to act as consultant on
such projects as INSYNQ and Consultant shall mutually determine on the terms and
conditions set forth in this agreement.
2. General Consulting Services; Member of Board of Directors. Consultant
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shall perform the following services at the request of INSYNQ's management:
a. Strategic planning;
b. Identify and pursue strategic alliances;
c. Evaluate and develop cooperative venture proposals and
participate in negotiations at the request of management;
d. Evaluate merger and acquisition proposals and participate in
negotiations at the request of management;
e. Investigate and evaluate financing or venture capital investment
opportunities;
f. Travel to perform the aforesaid services as requested by
management.
3. Non-Exclusive Services. Consultant will devote a significant part of
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her productive time and energy to the business of INSYNQ as reasonably necessary
to perform the services described in this agreement. During the term of this
agreement, Consultant may provide consulting services to other clients in
businesses that may indirectly compete with INSYNQ. The parties recognize that
the demands on Consultant's time to adequately perform the services hereunder
will vary from time to time according to each project. Consultant will both use
her best efforts to communicate with INSYNQ's management regarding any demands
on Consultant's time or availability to the extent that the same can reasonably
be anticipated. Consultant shall be required to devote at least one-third but no
more than one-half of Consultant's productive time and energy to the business of
INSYNQ
4. Term. The term of this agreement is for three months (3) commencing
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December 1, 2000 and ending February 28, 2001. This agreement shall
automatically renew for additional successive terms of Three months (3) unless
either party notifies the other party in writing not less than thirty (30) days
prior to the end of the term, including any extensions thereof, of said party's
intent not to renew.
5. Compensation of Consultant.
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A. Consultant's Expenses. All expenses incurred by Consultant in
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representing INSYNQ including, but not limited to entertainment, shall be paid
by Consultant
B. Consulting Fee. INSYNQ shall pay to Consultant a consulting fee
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during the tem of this agreement of Fifteen Thousand Dollars ($15,000.00) in the
form of shares of common stock at Ninety-Six and 75/100 cents Per Share
($.9675), payable at the inception of this agreement. The shares shall be
awarded as part of the Consultants Stock Plan and filed as part of the S-8
registration.
C. Registration of Shares. The shares shall be registered at
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issuance and be issued no later than forty five (45) days from the inception of
this agreement.
6. Status of Consultant as Independent Contractor. Consultant shall
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perform her services hereunder as an independent contractor. Consultant shall
not be deemed an Consultant of INSYNQ for any purpose. INSYNQ is interested only
in the results obtained by Consultant and, with the exception of general policy
statements and regulations adopted by INSYNQ from time to time respecting the
conduct of business hereunder, implemented for the purpose of insuring
satisfactory performance of this Agreement and the preservation of INSYNQ's
goodwill, INSYNQ shall have no control over the manner or means by which
Consultant performs its services under this Agreement. Consultant shall have the
obligation to supervise and control the persons hired or engaged by it and
Consultant shall be solely responsible for the acts of its agents and/or
Consultants. Consultant warrants and represents that all persons hired or
engaged by Consultant shall be subject to each and all of the terms, provisions
and conditions of this Agreement applying to Consultant. Consultant shall have,
as between the parties, the
exclusive right to select engage, and fix the compensation of or discharge its
agents and/or Consultants and shall, with respect to all such persons, perform
all obligations and discharge all liabilities imposed upon employers under
labor, wage-hours, workers compensation, unemployment compensation or insurance,
social security and other federal, state, and municipal laws and regulations.
Consultant shall not list the offices of INSYNQ as Consultant's place of
business,
7. Limitation of Authority. Consultant's authority is strictly limited
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to the terms of this engagement as set forth in this agreement. Except as
expressly provided herein, Consultant shall have no right or power to enter into
a contract or commitment on behalf of INSYNQ or to bind or obligate or to incur
obligations or liabilities on behalf of INSYNQ in any manner unless such
authority is expressly granted in a writing duly executed by and on behalf of
INSYNQ. Without limiting the generality of the foregoing, neither party shall
have any authority to employ or engage the services of any person on behalf of
the other.
8. Compliance with Laws. In performing its duties hereunder, Consultant
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and INSYNQ shall each shall comply with all applicable laws, ordinances, codes,
regulations or orders as may be in effect in each jurisdiction in which services
am performed, whether municipal, county, state or federal.
9. Confidentiality. During the performance of services under this
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agreement Consultant will receive information regarding INSYNQ's business,
including, but not limited to, information about INSYNQ's products, processes,
know-how, designs, customers, customer lists, business plans, marketing plans
and strategies, strategic partners, price lists and pricing strategies, and
other subject matter pertaining to the business of INSYNQ and its clients,
licensees and affiliates. Consultant acknowledges that such information
constitutes valuable trade secrets belonging to INSYNQ and Consultant agrees to
keep all such information confidential, except as INSYNQ may otherwise consent
in writing, and not to disclose, or make any use of such confidential
information (other than for the benefit of INSYNQ) at any time either during or
subsequent to Consultant's engagement under this agreement. Upon termination of
this agreement, Consultant shall account for and surrender to INSYNQ all
records, samples, displays, books, price lists, customer lists and all computer
files, recording tapes, transcriptions, notebooks, or other media containing any
information which is confidential and proprietary to INSYNQ, and all other
property or things of value belonging to INSYNQ in Consultant's possession or
under Consultant's control. The confidentiality provisions herein do not apply
to information which Consultant can show by prior written documents (i) was in
the public domain or publicly known or available prior to the date of
disclosure, (ii) becomes generally available to the public other d= as a result
of a disclosure by Consultant, or its Consultants, agents, advisors,
representative, and affiliates, or (iii) becomes available to Consultant on a
non-confidential basis from a source other than any party named in this
Agreement, or their respective advisors, provided that such sources am not known
by Consultant to be bound by a confidentiality agreement with or obligation of
secrecy to any party with respect to such information,
10. Work Product Proprietary to INSYNQ. All ideas, concepts, themes,
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designs, works of art, compositions, inventions, processes, improvements or
other creations of Consultant, its agents or Consultants, conceived, produced,
or developed for INSYNQ pursuant to this agreement, either individually or
jointly in collaboration with others, shall belong to and
be the sole and exclusive property of INSYNQ. Consultant shall cooperate with
any efforts by INSYNQ to obtain copyrights, trademarks, patents, or any other
form of protection of intellectual property, including, upon INSYNQ's request,
assisting in completing and executing applications for registration of the work
with the appropriate office or agency.
11. Arbitration. The Consultant and the Company shall submit to mandatory
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binding arbitration in any controversy or claim arising out of, or relating to,
this Agreement or any breach hereof Such arbitration shall be conducted in
accordance with the commercial arbitration rules of the American Arbitration
Association in effect at that time, and judgment upon the determination or award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitrator is hereby authorized to award to the prevailing party
the costs (including reasonable attorneys' fees and expenses) of any such
arbitration.
12. Miscellaneous.
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A. No Assignment. The services of Consultant under this agreement
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are unique and of unusual value to INSYNQ based on the personal skills and
expertise possessed by Consultant and its key Consultants. Consultant shall not
assign this agreement or its rights hereunder without the written consent of
INSYNQ. INSYNQ shall not assign this agreement or its rights hereunder without
the written consent of Consultant,
B. Governing Law. The laws of the State of Washington applicable to
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contracts made and to be performed in the State of Washington shall govern in
any dispute arising out of or under this appointment or any sales made by
INSYNQ.
C. Hold Harmless. Each party shall indemnify and hold the other
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harmless from and against any and all liability, loss, costs, expenses,
including without limitation reasonable attorneys' fees and costs of suit, or
damages however caused by reason of any injury (whether to body, property, or
personal of business character or reputation) sustained by any person or to any
person or to property by reason of any act, neglect, default or omission of said
party or any of its Consultants, agents or representatives. Nothing herein is
intended to nor shall it relieve either party from liability for its own act(s),
omission, or negligence,
D. Notices. Any notices to be given pursuant to this agreement by
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either party shall be in writing and shall be deemed given as follows:
(a) when personally delivered to the intended recipient;
(b) when sent by certified or registered mail, upon the date on
which a return receipt was signed by the intended recipient;
(c) twenty-four (24) hours after deposit for next day delivery,
properly addressed, postage and/or few prepaid or charged to the sender's
account with the United States Postal Service Express Mail, Federal Express,
United Parcel Service, DHL WorldWide Express, Airborne Express, or other
equivalent -carrier (unless said twenty-four hour period expires on a Sunday or
legal holiday, in which case Notice shall be deemed given forty-eight (48) hours
after deposit with a carrier named above);
(d) when transmitted by electronic means, and such transmission
is electronically confirmed by the intended recipient as having been received;
or
(e) when transmitted or delivered by any of the means described
in Section 12.D(a) through (d), and the patty accepting or signing for said
delivery or confirming receipt thereof at the home or office of the intended
recipient is a party whom the sender has reason to believe will promptly
communicate the notice to the recipient.
For purposes of mail or overnight delivery, a properly addressed notice
shall be addressed as follows:
To INSYNQ:
John P. Gorst, Chief Executive Officer
INSYNQ Management, Inc.
1101 Broadway Plaza
Tacoma, WA 98402
To Consultant:
Summer J. Mathews, President
My Partner Online, Inc.
705 South Ninth Street, #104
Post Office Box 1996
Tacoma, WA 98401-1996
E. Waiver of Breach. The waiver by INSYNQ or Consultant of the
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breach of any provision of this agreement by the other party, or the failure to
exercise any right granted under this agreement shall not operate or be
construed as the waiver of any subsequent breach by the other party or the
waiver of the right to exercise any such right in the future.
F. Entire Agreement. This agreement, together with any promotion
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orders executed by the parties pursuant to this agreement, sets forth the entire
understanding and agreement between the parties with respect to the services to
be performed for INSYNQ by Consultant. No modification or amendment to any of
the provisions of this agreement shall have any force or effect unless in
writing and signed by both parties.
G. Binding Effect. Subject to the restriction upon assignment by
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Consultant contained in paragraph 12.A hereof, this Agreement shall be binding
upon and inure to the benefit of the heirs, executors, personal representatives,
successors and assigns of the parties hereto.
H. Titles. The headings or titles to the paragraphs of this
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appointment are intended for convenience only and shall have no effect upon the
construction or interpretation of any part of this Agreement.
I. Attorneys' Fees. In the event that any arbitration shall be
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commenced by either party arising out of the interpretation or enforcement of
this agreement, the prevailing
party shall be entitled to recover from the other party its reasonable
attorneys' fees and costs of suit incurred therein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers on the day first above written,
INSYNQ MANAGEMENT, INC.
By: /s/ John P. Gorst
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John P. Gorst, Chief Executive Officer
CONSULTANT
By: /s/ Summer J. Mathews
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Summer J. Mathews, President & Consultant
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE INSYNQ, INC.
2000 LONG TERM INCENTIVE PLAN
Date of Grant: November 28, 2000
Name of Optionee: My Partner Online and Summer J. Mathews
Number of Shares: 15,504
Price Per Share: $.967501, (One Cent)
INSYNQ, Inc. (the "Company"), hereby grants to the above-named
Optionee (the "Optionee") an option (the "Option") to purchase from the
Company, for the price per share set forth above, the number of shares of
Common Stock, $.001 par value (the "Stock"), of the Company set forth above
pursuant to INSYNQ, Inc. 2000 Long Term Incentive Plan (the "Plan"). This
Option is not intended to constitute an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
1. Terms. The terms and conditions of the Option granted hereby, to the
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extent not controlled by the terms and conditions contained in the Plan, are as
follows:
a. Price. The price at which each share of Stock subject to this
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Option may be purchased shall be the price set forth above, subject to any
adjustments that may be made pursuant to the terms of the Plan.
b. Exercise and Vesting. This Option shall be fully vested on the
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Date of Grant and may be exercise only during the period between on
December 1, 2000 and February 28, 2001. This Option may be exercised in
whole or in part. Except as set forth in Section 4 hereof, (i) the
Optionee may not exercise this Option unless at the time of exercise he has
been in the employ of the Company and/or a Subsidiary of the Company
continuously since the date of the grant of this Option, and (ii) the
unvested portion of this Option shall terminate and be forfeited
immediately on the date the Optionee ceases to be a full-time employee of
the Company. This Option shall be exercisable during the lifetime of the
Optionee only by him or his guardian or legal representative. Neither the
Optionee nor any person exercising this Option pursuant to Section 4 hereof
may exercise this Option for a fraction of a share.
2. Exercise and Payment.
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a. Manner of Exercise. The Optionee (or his representative, guardian,
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devisee or heir, as applicable) may exercise any portion of this Option
that has become exercisable in accordance with the terms hereof as to all
or any of the shares of stock by
giving written notice of exercise to the Company, in form satisfactory to
the Board, specifying the number of shares to be purchased and accompanying
such notice with payment of the full purchase price therefor in (i) lawful
United States currency or (ii) partially or entirely in whole shares of
Stock of the Company with a Fair Market Value Per Share (as defined in the
Plan) equal to the Option price for such number of shares as of the close
of business on the immediately preceding business day, with the balance, if
any, to be paid in cash. This Option may not be exercised for less than
fifty (50) shares of Stock or the number of shares of Stock remaining
subject to this Option, whichever is smaller. The election shall state the
address to which dividends, notices, reports, etc. are to be sent, and
shall contain the Optionee's social security number. Only one (1)
certificate evidencing the Stock will be issued unless the Optionee
otherwise requests in writing. Shares of Stock purchased upon exercise of
the Option will be issued in the name of the Optionee. The Optionee shall
not be entitled to any rights and privileges as a shareholder of the
Company in respect of any shares of Stock covered by this Option until such
shares of Stock shall have been paid for in full and issued to the
Optionee.
b. Payment. Payment shall be in cash, or by certified or cashier's
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check payable to the order of the Company, free from all collection
charges. Notwithstanding the preceding, at the direction of the Board,
payment may be made by delivery of shares of Stock already owned by the
Optionee and having a fair market value equal to the aggregate Option
Price, or by a combination of cash and shares of Stock. Options shall be
deemed to have been exercised on the first date upon which the Company
receives the notice of exercise, payment of the purchase price and all
other documents, information and amounts required in respect of such
exercise by the Plan or this Agreement.
c. Shareholder's Agreement. Prior to the issuance of any shares of
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Stock under this Agreement and the Plan, the Participant shall execute a
copy of the then applicable shareholders agreement of XCEL Management, Inc.
3. The Plan and the Committee. It is understood that the Plan is
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incorporated herein by reference and made a part of this Agreement as if fully
set forth herein. The Plan shall control in the event there shall be any
conflict between the Plan and this Agreement, and it shall control as to any
matters not contained in this Agreement. Terms used in this Agreement which are
defined in the Plan shall have the same meanings in this Agreement as are
assigned to such terms in the Plan. The Committee shall have authority to make
constructions of this Agreement, and to correct any defect or supply any
omission or reconcile any inconsistency in this Agreement, and to prescribe
rules and regulations relating to the administration of this Option and other
Options granted under the Plan.
4. Withholding Tax. Prior to the exercise of this Option, and as a
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condition to the Company's obligation to deliver shares upon such exercise, or
in connection with any disposition of shares acquired pursuant to such exercise,
the holder of this Option shall make arrangements satisfactory to the Company
for the payment of any applicable federal or other withholding taxes payable as
a result thereof, which the Optionee may elect to satisfy by instructing the
Company to retain a sufficient number of shares of Stock to cover the amount
required to be withheld.
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5. Termination of Employment. If Optionee's employment relationship with
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the Company shall be terminated by the Company for Cause (as defined below)
prior to the expiration or earlier termination of this Option, then all rights
of such Optionee under this Agreement shall terminate and shall be forfeited
effective as of the date of such termination of employment relationship. If
Optionee's employment relationship with the Company shall terminate for any
reason other than for Cause (as defined below), then Optionee shall be entitled
to exercise the option (to the extent vested) for a period of ninety (90) days
following the date of such termination. Following such ninety (90)-day period,
all rights of such Optionee under this Agreement shall terminate and shall be
forfeited. For purposes hereof, the term "Cause" shall mean conduct involving
one or more of the following as determined by the Company in its reasonable
discretion:
(a) the substantial and continuing failure of the Optionee, after
notice thereof, to render services to the Company in accordance with the
terms or requirements of the Optionee's employment or consulting
relationship with the Company;
(b) disloyalty, gross negligence, willful misconduct, dishonesty or
breach of fiduciary duty to the Company;
(c) the commission of an act of embezzlement or fraud;
(d) deliberate disregard of the rules or policies of the Company which
results in direct or indirect loss, damage or injury to the Company;
(e) the unauthorized disclosure of any trade secret or confidential
information of the Company; or
(f) the commission of an act that constitutes unfair competition with
the Company or which induces any customer or supplier to break a contract
with the Company.
6. Death or Disability. In the event of termination of employment by
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reason of disability (of which the Committee shall be the sole judge) or the
death of the Optionee while he is an employee of the Company or a Subsidiary of
the Company, this Option shall be fully exercisable (whether or not exercisable
on the date of his death or termination of employment by reason of disability)
at any time prior to the expiration date of this Option or within twelve (12)
months after the date of death or termination of employment, whichever is the
shorter period, by the person or persons specified in the Optionee's will or, if
the Optionee shall have failed to make specific provision in his will for such
exercise or shall have died intestate, or in the case of disability, when
appropriate, by the Optionee's guardian or legal representative.
7. Compliance with Laws. Each exercise of this Option shall, at the
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election of the Committee, be contingent upon receipt by the Company from the
holder of this Option of such written representations concerning his intentions
with regard to retention or disposition of the shares being acquired by exercise
of this Option and/or such written covenants and agreements as to the manner of
disposal of such shares as, in the opinion of the Committee, may be necessary to
ensure
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that any disposition by such holder will not involve a violation of the
Securities Act of 1933, as amended, or any similar or superseding statute or
statutes, or any other applicable statute or regulation, as then in effect. This
Option shall be subject to the requirement that if at any time the Committee
shall determine, in its discretion, that the listing, registration or
qualification of the shares of Stock subject to this Option upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of the
issuance or delivery of shares hereunder, this Option may not be exercised
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee.
8. Rights as a Shareholder. Neither the Optionee nor his guardian or
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legal representatives shall be or have any of the rights or privileges of a
shareholder of the Company in respect of any of the shares deliverable upon the
exercise of this Option unless and until certificates representing such shares
shall have been issued and delivered.
9. No Right of Employment. Neither the granting of this Option, the
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exercise of any part hereof, nor any provision of the Plan or this Agreement
shall constitute or be evidence of any understanding, express or implied, on the
part of the Company or any Subsidiary of the Company to employ the Optionee for
any specified period.
10. Representation of Optionee. Optionee hereby represents and warrants
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to the Company that, if the option is exercised, the shares of Stock shall be
acquired solely for Optionee's own account, for investment purposes only and not
with a view to the distribution or resale thereof. Optionee understands and
acknowledges that (i) the share of Stock are unregistered and may not be sold
unless they are subsequently registered under the Securities Act and applicable
state securities laws, or unless an exemption from such registration is
available; (ii) the exemption from registration under Rule 144 under the
Securities Act may not ever become available; and (iii) the Company is under no
obligation to register the shares of Stock under the Securities Act or any state
securities law or to make Rule 144 (or any other exemption) available.
11. Non-Transferability. Except as otherwise provided in this Agreement,
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this Option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated or otherwise disposed of in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this Option, or any right or
privilege conferred hereby, contrary to the provisions hereof, this Option and
the rights and privileges conferred hereby shall immediately become null and
void.
12. Notice. Every notice or other communication relating to this
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Agreement shall be in writing and shall be mailed or delivered to the party for
whom it is intended, in each case properly addressed, if to the Company, at the
address of its executive offices in Tacoma, Washington, Attention: Chief
Executive Officer, or if mailed or delivered to the Optionee, at the address set
forth below his signature to this Agreement (or at such other address or in care
of such other person as may hereafter be designated in writing by either party
to the other).
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13. Governing Law. This Agreement will be governed by and construed in
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accordance with the laws of the State of Washington, other than with respect to
choice of laws rules and principles. The Optionee consents to personal
jurisdiction in any action brought in any court, federal or state, within the
State of Washington having subject matter jurisdiction in the matter.
14. Entire Agreement. This Agreement is the complete agreement and
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understanding between the parties with respect to the subject matter hereof and
supersedes and preempts any prior understandings, agreements or representations,
either oral or written, between the parties that may have related to the subject
matter hereof in any way. No change or modification of this Agreement shall be
valid or binding on the parties hereto, nor shall any waver of any term or
condition in the future be so binding, unless such change or modification or
waver shall be in writing and signed by the parties hereto.
15. Severability. In the event any provision of this Agreement is held to
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be unenforceable for any reason, the unenforceability thereof will not affect
the remainder of the Agreement, which shall remain in full force and effect and
enforceable in accordance with its terms. However, if any provision of this
Agreement is held to be unenforceable and such unenforceability shall
substantially alter this Agreement or change the intent and/or effect hereof,
the parties hereby agree to amend and/or modify this Agreement sufficiently to
restore the original intended effect or, as close thereto as possible.
16. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name by its duly authorized officer on the date first above written, and the
Optionee has hereunto set his hand on such date.
COMPANY:
INSYNQ, INC.
By: /s/ John P. Gorst
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Its: Chairman/CEO
MY PARTNER ONLINE:
/s/
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My Partner Online, Inc.
Its: President
INDIVIDUAL:
/s/ Summer J. Mathews
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Summer J. Mathews
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EXHIBIT "A"
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NOTICE OF EXERCISE
(To be executed by Holder to exercise the
Warrant in whole or in part)
Insynq, Inc.
1101 Broadway Plaza
Tacoma, Washington 98402
Re: Option to Purchase Common Stock dated November 28 by and between the
Company and My Partner Online, Inc. and Summer J. Mathews (the
"Option")
Dear Sir or Madam:
The undersigned holder irrevocably elects to exercise the Option of Insynq,
Inc. to purchase 15,504 shares of Common Stock of Insynq, Inc. (the "Company")
subject to the Option, and hereby makes payment of the amount of $15,000.12 in
the manner described below, representing the Exercise Price per share of Common
Stock multiplied by the number of shares of Common Stock to be purchased
pursuant to this exercise.
By: /s/ Summer J. Mathews
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Summer J. Mathews
$ .12 cash
$ _____ certified or bank cashier's check
$___________ wire transfer
EXHIBIT "I" - Page 1