EXHIBIT 10.6
EMPLOYMENT AGREEMENT
This Employment Agreement (this "AGREEMENT") is made and entered into as
of the 26th day of August, 1998, by and between Future Media Productions,
Inc., a California corporation (the "COMPANY"), and David Moss ("EXECUTIVE").
1. ENGAGEMENT AND DUTIES.
(a) Upon the terms and subject to the conditions set forth in this
Agreement, the Company hereby engages and employs Executive as an officer of the
Company, with the title and designation "Executive Vice President - Operations."
Executive hereby accepts such engagement and employment.
(b) During the term of this Agreement, Executive, as Vice President -
Operations of the Company, shall report to the President, Chief Executive
Officer and/or Board. Subject to the direction and control of the President,
Chief Executive Officer and/or Board, Executive shall have active control of the
day to day operations of the Company and shall perform all duties and enjoy all
powers commonly incident to the position Vice President - Operations and
otherwise as may be delegated to him from time to time by the President, Chief
Executive Officer and/or Board.
(c) Executive agrees to devote his full-time business time, energy and
efforts to the business of the Company and will use his best efforts and
abilities faithfully and diligently to promote the Company's business interests.
(d) For so long as Executive is employed by the Company or is receiving
severance under Section 5(a) or Section 5(c) of this Agreement, Executive shall
not, directly or indirectly, as owner, partner, joint venturer, shareholder,
employee, broker, agent, principal, trustee, corporate officer, director,
licensor, or in any capacity whatsoever (i) engage in, become financially
interested in, be employed by, render any consultation or business advice with
respect to, or have any connection with, any business engaged in the
development, design, manufacture, sale, marketing, utilization or exploitation
of any products or services which are designed for the same purpose as, are
similar to, or are otherwise competitive with, current, proposed or anticipated
products or services of the Company, in any geographic area where, prior to or
at the time of the termination of his employment, the business of the Company
was being conducted or was proposed to be conducted in any manner whatsoever;
provided, however, that the Executive may own any securities of any corporation
which is engaged in such business and is publicly owned and traded but in an
amount not to exceed at any one time five percent (5%) of any class of stock or
securities of such corporation, or (ii) prepare or agree to undertake any action
or conduct not permitted to be engaged in by Executive pursuant to the preceding
clause (i). Notwithstanding the foregoing, the Company expressly acknowledges
that Executive may:
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(i) make and manage personal business investments of Executive's
choice without consulting the Board;
(ii) serve in any capacity with any civic, educational, charitable or
trade organization; and
(iii) serve as a member of the board of directors of other companies
or businesses with the approval of the Board, which approval will not be
unreasonably withheld.
2. DEFINITIONS.
For the purposes of this Agreement, the following terms shall have the
meanings set forth below:
"BOARD" shall mean the Board of Directors of the Company, not including
Executive.
"COMPENSATION COMMITTEE" shall mean the members of the Board who have been
appointed by the Board to determine compensation issues relating to the Company.
"EMPLOYMENT COMMENCEMENT DATE" shall mean August 26, 1998.
"EMPLOYMENT TERM" shall mean August 26, 1998 through August 26, 2003;
provided, the term shall be extended through August 26, 2006 upon the mutual
written consent of the Company and Executive and if so extended, "Employment
Term" shall mean August 26, 1998 through August 26, 2006.
"FOR CAUSE" shall mean, in the context of a basis for termination of
Executive's employment with the Company, that:
(a) Executive materially breaches any obligation, duty or agreement
under this Agreement, which breach is not cured or corrected within 30 days of
written notice thereof from the Company (except for breaches of Sections 1(d), 6
or 7 of this Agreement, which cannot be cured and for which the Executive shall
have no opportunity to cure);
(b) Executive is grossly negligent in the course of providing
services to the Company, or commits any act of personal dishonesty, fraud or
breach of fiduciary duty or trust against the Company;
(c) Executive is convicted of, or pleads guilty or nolo contendere
with respect to, theft, fraud or felony under federal or applicable state law;
(d) Executive commits any act or acts of personal conduct that,
following due investigation and determination by the Board of probable cause,
gives rise to a likelihood of liability under federal or applicable state law
for discrimination or sexual or other forms of harassment or other similar
liabilities with respect to subordinate employees; or
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(e) Executive commits continued and repeated material violations of
specific directions of the Board, which directions are consistent with past
practices of the Board with respect to governance matters, with this Agreement
and with Executive's position, or continued and repeated substantive failure to
perform duties assigned by or pursuant to this Agreement; provided that no
termination shall be deemed For Cause under this subsection (e) unless Executive
first receives written notice from the Company advising him of the specific acts
or omissions alleged to constitute violations of written directions or a
material failure to perform his duties, and such violations or material failure
continue after he shall have had a reasonable opportunity to correct the acts or
omissions so complained of, which opportunity shall in no event be less than 30
days.
"PERSON" shall mean an individual or a partnership, corporation, trust,
association, limited liability company, governmental authority or other entity.
3. COMPENSATION; EXECUTIVE BENEFIT PLANS.
(a) BASE SALARY. The Company shall pay to Executive a base salary (the
"BASE SALARY") at an annual rate of $395,000 during the Employment Term. The
Base Salary shall be payable in installments throughout the year in the same
manner and at the same times the Company pays base salaries to other executive
officers of the Company. The Base Salary shall be automatically increased by 6%
at each anniversary of the date of this agreement, subject to further upward
adjustment in the sole discretion of the Compensation Committee.
(b) BONUSES AND STOCK OPTIONS. Executive may be paid a bonus or bonuses
in the sole discretion of the Compensation Committee of the Board. Also, it
shall be within the sole discretion of the Compensation Committee of the Board
whether to grant to Executive an option or options to purchase shares of Common
Stock of the Company under any Company stock option plans and, if granted, the
number of shares subject to such option(s) and the terms and conditions of such
option(s).
(c) REIMBURSEMENT. Executive shall be entitled to reimbursement from the
Company for the reasonable costs and expenses that he incurs in connection with
the performance of his duties and obligations under this Agreement in a manner
consistent with the Company's practices and policies for reimbursements for
executive officers.
(d) ADDITIONAL BENEFITS. During the Term of this Agreement and on a basis
comparable to the current practice of the Company, the Company shall provide
Executive with, or reimburse Executive for, a cellular telephone and home office
equipment for his use in performing his employment duties and obligations under
this Agreement. In addition, during the Term of this Agreement, the Company
shall pay to Executive an automobile allowance of $1,200 per month.
(e) INSURANCE. During the term of this Agreement, the Company shall pay
100% of the premiums on term life insurance having a face value payable on death
of Executive of no less than $1 million, net of all loans or encumbrances, to a
beneficiary designated by the Executive.
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(f) GROUP BENEFIT PLANS. The Company shall provide and pay for 100% of
the cost of group health and dental plans for Executive and his dependents and
Executive shall be eligible to participate in group life, disability, retirement
and pension benefit plans the Company may provide to its employees from time to
time, subject to the terms, conditions and limitations contained in the
applicable plan documents and insurance policies; PROVIDED, HOWEVER, Executive's
group health, dental, life, disability, retirement and pensions benefits shall
in no case be less favorable than they are as of the Employment Commencement
Date.
(g) VACATION. Executive shall be entitled to four weeks of paid vacation
each year during the term of this Agreement. Any vacation time shall be
scheduled to minimize interference with the exercise of Executive's duties under
this Agreement.
(h) WITHHOLDING. The Company may deduct from any compensation payable to
Executive the minimum amounts sufficient to cover applicable federal, state
and/or local income tax withholding, old-age and survivors' and other social
security payments, state disability and other insurance premiums and payments.
4. TERMINATION OF EMPLOYMENT.
Executive's employment pursuant to this Agreement shall commence on the
Employment Commencement Date and shall terminate upon the earlier of (i) the
expiration of the Employment Term or (ii) on the earliest to occur of the
following:
(a) upon the death of Executive;
(b) upon delivery to Executive of written notice of termination by the
Company if Executive shall suffer a physical or mental disability which renders
Executive unable to perform his duties and obligations under this Agreement for
at least 120 days, whether or not consecutive, in any 12-month period;
(c) upon delivery to Executive of written notice of termination by the
Company For Cause; or
(d) upon delivery to Executive of written notice of termination by the
Company Other Than For Cause.
5. SEVERANCE COMPENSATION.
(a) If Executive's employment is terminated pursuant to Section 4(a)
(death), the Company shall pay to the Executive or his estate his full Base
Salary through the end of the month of Executive's death, and Executive or his
estate shall be entitled to a prorated share of any bonus or benefits as
provided under Section 3 hereof for the calendar year during which his death
occurred. If Executive's employment is terminated pursuant to Section 4(b)
(disability), Executive shall be entitled to continue to receive 50% of his then
current Base Salary from the Company in accordance with Section 3(a) of this
Agreement, payable at the same time and in the same manner
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as if Executive's employment had not terminated, through the later of (i) the
end of the Employment Term or (ii) that date which is one year after the date
Executive's employment was terminated. Any disability benefits that
Executive does receive shall be offset against any amounts payable to
Executive pursuant to this Section. Executive agrees to cooperate fully with
the Company and any disability insurance carrier with respect to any claim
for disability benefits. In addition to the foregoing, if Executive's
employment is terminated due to death or disability, the Company shall
continue to provide group health and dental insurance to Executive and his
immediate family, at the same levels as such insurance was provided prior to
termination, through the end of the Employment Term.
(b) If Executive's employment is terminated pursuant to Section 4(c) (by
the Company For Cause), Executive's Base Salary and all benefits under Section 3
shall cease as of the date of termination, and Executive shall not be entitled
to any bonus for the calendar year during which his employment shall be
terminated or at any time thereafter. In the event of termination of
Executive's employment pursuant to Section 4(c) (by the Company For Cause), and
subject to applicable law and regulations, the Company shall be entitled to
offset against any payments due Executive the loss and damage, if any, which
shall have been suffered by the Company as a result of the acts or omissions of
Executive giving rise to termination under Section 4(c). The foregoing shall
not be construed to limit any cause of action, claim or other rights which the
Company may have against Executive in connection with such acts or omissions.
(c) If Executive's employment is terminated pursuant to Section 4(d) (by
the Company Other Than For Cause) prior to the end of the Employment Term,
Executive shall be entitled to receive a lump sum of $1,000,000 payable in full
no later than 30 days after the date of termination. In addition, Executive
shall continue to receive his Base Salary (including the automatic increases) in
accordance with Section 3(a) of this Agreement through the end of the Employment
Term payable at the same time and in the same manner as if Executive's
employment had not terminated. Executive shall have no duty to seek other
employment upon such termination. Executive acknowledges that the Company has
the right to terminate Executive's employment Other Than For Cause and that such
termination shall not be a breach of this Agreement or any other express or
implied agreement between the Company and Executive. Accordingly, in the event
of such termination, Executive shall be entitled only to the compensation and
benefits specifically provided for in this Agreement in the event of such
termination, and shall not have any other rights to any compensation or damages
from the Company for breach of contract.
6. COVENANT NOT TO SOLICIT.
(a) During the period Executive is employed by the Company and through the
first anniversary of the date Executive's employment with the Company is
terminated, Executive will not directly or indirectly, either alone or by action
in concert with others: (i) induce any employee of the Company to engage in any
activity in which Executive is prohibited from engaging by Section 1(d) of this
Agreement or to terminate his or her employment with the Company; or (ii) employ
or offer employment or induce any Person to employ or offer employment to anyone
who is or was within the 12 months prior to the date of the proscribed action
employed by the
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Company; or (iii) induce or attempt to induce any customer, supplier, licensee,
licensor or other business relationship of the Company to discontinue or reduce
its business with the Company, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relationship and the
Company (provided, this prohibition shall not prevent Executive from doing
business with such supplier, licensee or other business relationship of the
Company in a manner which is not adverse to the Company); or (iv) solicit or
accept any business whatsoever from any of the customers with which the Company
did business during the Executive's engagement or employment by the Company. All
of the provisions of this Section 6(a) shall continue to apply through the first
anniversary of the termination of Executive's employment with the Company (the
"POST-EMPLOYMENT PERIOD"), except that during the Post-Employment Period,
Executive may work with or for, or solicit or accept business from suppliers or
licensees of the Company so long as such business activity by the Executive is
not detrimental to the Company and such actions do not otherwise interfere with
Executive's other obligations under this Agreement.
(b) Executive acknowledges that the Company conducts business on a world-
wide basis, that its sales and marketing prospects are for continued expansion
into world markets and that, therefore, the territorial and time limitations set
forth in Section 1(d) and in this Section 6 are reasonable and properly required
for the adequate protection of the business of the Company. In the event any
such territorial or time limitation is deemed to be unreasonable by a court of
competent jurisdiction, Executive agrees to the reduction of the territorial or
time limitation to the area or period which such court deems reasonable.
(c) If any portion of the restrictions set forth in Section 1(d) and in
this Section 6 should, for any reason whatsoever, be declared invalid by a court
of competent jurisdiction, the validity or enforceability of the remainder of
such restrictions shall not thereby be adversely affected.
(d) The existence of any claim or cause of action by Executive against the
Company shall not constitute a defense to the enforcement by the Company of the
restrictive covenants set forth in Section 1(d) and in this Section 6, but such
claim or cause of action shall be litigated separately.
7. CONFIDENTIALITY.
Executive will not at any time (whether during or after his employment with
the Company) disclose or use for his own benefit or purposes or the benefit or
purposes of any other Person, other than the Company, any trade secrets,
information, data, or other confidential information relating to customers,
development programs, costs, marketing, trading, investment, sales activities,
promotion, credit and financial data, financial methods, plans, or the business
and affairs of the Company generally. Executive agrees that upon termination
for any reason of his employment by the Company, he will immediately return to
the Company all memoranda, books, papers, plans, information, letters and other
data, and all copies thereof or therefrom, in any way relating to the business
of the Company; provided, however, that Executive may retain such materials as
in the reasonable discretion of the Board are required to fulfill his duties, if
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applicable, as a director of the Company (retention being permitted by Executive
until such time as the Board requests the return of such materials). Executive
further agrees that he will not retain or use at any time any trade name,
trademark or other proprietary business designation used or owned in connection
with the business of the Company.
8. COPYRIGHT AND TRADEMARKS.
(a) All right, title and interest, of every kind whatsoever, in the United
States and throughout the world, in (i) any work, including the copyright
thereof (for the full terms and extensions thereof in every jurisdiction),
created by the Executive at any time during the term of this Agreement and all
material embodiments of the work subject to such rights; and (ii) all
inventions, ideas, discoveries, designs and improvements, patentable or not,
made or conceived by the Executive at any time during the term of this
Agreement, shall be and remain the sole property of the Company without payment
of any further consideration to the Executive other than as set forth herein,
and each such work shall, for purposes of United States copyright law, be deemed
created by the Executive pursuant to his duties under this Agreement and within
the scope of his employment and shall be deemed a work made for hire; and
Executive agrees to assign, at the Company's expense, and the Executive does
hereby assign, all of his right, title and interest in and to all such works,
copyrights, materials, inventions, ideas, discoveries, designs and improvements,
patentable or not, and any copyrights, letters patent, trademarks, trade
secrets, and similar rights, and the applications therefor, which may exist or
be issued with respect thereto. For the purposes of this Section 8, "WORKS"
shall include all materials created during the term of this Agreement, whether
or not ever used by or submitted to the Company, including, without limitation,
any work which may be the subject matter of a copyright under the United States
copyright law. In addition to its other rights, the Company may copyright any
such work in its name in the United States in accordance with the requirements
of the United States copyright law and the Universal Copyright Convention and
any other convention or treaty to which the United States is or may become a
party. In accordance with California Labor Code Sections 2870 and 2872, the
provisions of this Section 8(a) shall not apply to any works that Executive
developed entirely on his own time without using the Company's equipment,
supplies, facilities or proprietary information, except for those works that
either: (i) relate at the time of conception or reduction to practice of the
work to the Company's business, or actual or demonstrably anticipated research
or development of the Company; or (2) result from any work performed by
Executive for the Company.
(b) Whenever the Company shall so request, whether during or after the
term of this Agreement, the Executive shall execute, acknowledge and deliver all
applications, assignments or other instruments; make or cause to be made all
rightful oaths; testify in all legal proceedings; communicate all known facts
which relate to such works, copyrights, inventions, ideas, discoveries, designs
and improvements; perform all lawful acts and otherwise render all such
assistance as the Company may deem necessary to apply for, obtain, register,
enforce and maintain any copyrights, letters patent and trademark registrations
of the United States or any foreign jurisdiction or under the Universal
Copyright Convention (or any other convention or treaty to which the United
States is or may become a party), or otherwise to protect the Company's
interests therein, including any which the Company shall deem necessary in
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connection with any proceeding or litigation involving the same. The Company
shall reimburse the Executive for all reasonable out-of-pocket costs incurred by
the Executive in testifying at the Company's request or in rendering any other
assistance requested by the Company pursuant to this Section 8. All
registration and filing fees and similar expenses shall be paid by the Company.
9. SPECIFIC PERFORMANCE.
Executive acknowledges and agrees that the Company's remedies at law for a
breach or threatened breach of any of the provisions of Sections 1(d), 6 or 7
would be inadequate and, in recognition of this fact, Executive agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at
law, the Company shall be entitled to obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available. In
addition, the Executive recognizes that the services to be rendered by him under
this Agreement are of a special, unique, unusual, extraordinary and intellectual
character involving skill of the highest order and giving them peculiar value,
the loss of which cannot be adequately compensated in damages. Consequently, in
the event of a breach of this Agreement by the Executive, the Company shall be
entitled to injunctive relief or any other legal or equitable remedies. The
Executive agrees that the Company also may recover by appropriate action the
amount of the actual damage caused the Company by any failure, refusal or
neglect of the Executive to perform his agreements, representations and
warranties contained in this Agreement. The remedies provided in this Agreement
shall be deemed cumulative and the exercise of one shall not preclude the
exercise of any other remedy at law or in equity for the same event or any other
event.
10. RESOLUTION OF DISPUTES.
(a) Except as provided in subsection (c) below, any controversy or claim
between or among the parties, relating to Executive's employment with the
Company, including but not limited to those arising out of or relating to this
Agreement or any agreements or instruments relating hereto or delivered in
connection herewith and any claim based on or arising from an alleged tort,
shall at the request of any party be determined by arbitration. The arbitration
shall be conducted in Los Angeles, California, in accordance with the United
States Arbitration Act (Title 9 of the United States Code), notwithstanding any
choice of law provision in this Agreement, and under the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association
("AAA"). The parties shall have the right to review and approve a panel of
prospective arbitrators supplied by AAA, but the arbitration shall be conducted
by a single arbitrator selected from the approved panel by AAA or by stipulation
of the parties. The arbitrator shall give effect to statutes of limitation in
determining any claim. Any controversy concerning whether an issue is
arbitrable shall be determined by the arbitrator. The arbitrator shall be
entitled to order specific performance of the obligations imposed by this
Agreement. Judgment upon the arbitration award may be entered in any court
having jurisdiction.
(b) All decisions of the arbitrator shall be final, conclusive and binding
on all parties and shall not be subject to judicial review. All costs of the
arbitration shall be borne by the party which is not the Prevailing Party (as
defined in Section 11(h) of this Agreement). If required, each
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party shall advance 50% of any costs of the arbitration required to be advanced,
subject to the right of the non-Prevailing Party to reimbursement.
(c) Subsection (a) above does not prohibit a party from seeking and
obtaining injunctive relief from a court of competent jurisdiction pending the
outcome of arbitration. A party bringing an action for injunctive relief shall
not be deemed to have waived its right to demand arbitration of all disputes.
(d) If Executive resigns, Executive agrees that he will not assert that
the Company breached this Agreement unless prior to such resignation Executive
provides written notice to the Chairman of the Company describing the alleged
breach and the Company does not cure, or take appropriate steps to cure, such
breach within 30 days of receipt of such notice.
11. MISCELLANEOUS.
(a) NOTICES. All notices, requests, demands and other communications
(collectively, "NOTICES") given pursuant to this Agreement shall be in writing,
and shall be delivered by personal service, courier, facsimile transmission or
by United States first class, registered or certified mail, addressed to the
following addresses:
(i) If to the Company, to:
Future Media Productions, Inc.
25136 Anza Drive
Valencia, California 91355
Attn: President
(ii) If to Executive, to:
Attn: David Moss
Future Media Productions, Inc.
25136 Anza Drive
Valencia, California 91355
Any Notice, other than a Notice sent by registered or certified mail, shall be
effective when received; a Notice sent by registered or certified mail, postage
prepaid return receipt requested, shall be effective on the earlier of when
received or the third day following deposit in the United States mails (or on
the seventh day if sent to or from an address outside the United States). Any
party may from time to time change its address for further Notices hereunder by
giving notice to the other party in the manner prescribed in this Section.
(b) ENTIRE AGREEMENT. This Agreement contains the sole and entire
agreement and understanding of the parties with respect to the entire subject
matter hereof, and any and all prior discussions, negotiations, commitments and
understandings, whether oral, written or implied, related to the subject matter
hereof are hereby extinguished and superseded. No representations,
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oral or otherwise, express or implied, other than those contained in this
Agreement have been relied upon by either party to this Agreement.
(c) SEVERABILITY. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.
(d) GOVERNING LAW. This Agreement has been made and entered into in the
State of California and shall be construed in accordance with the laws of the
State of California.
(e) CAPTIONS. The various captions of this Agreement are for reference
only and shall not be considered or referred to in resolving questions of
interpretation of this Agreement.
(f) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
(g) BUSINESS DAY. If the last day permissible for delivery of any notice
under any provision of this Agreement, or for the performance of any obligation
under this Agreement, shall be other than a business day, such last day for such
notice or performance shall be extended to the next following business day
(provided, however, under no circumstances shall this provision be construed to
extend the date of termination of this Agreement).
(h) ATTORNEYS' FEES. If any action, proceeding or arbitration is brought
to enforce or interpret any provision of this Agreement, the Prevailing Party
shall be entitled to recover as an element of its costs, and not its damages,
its reasonable attorneys' fees, costs and expenses. The "PREVAILING PARTY" is
the party who would have been entitled to recover its costs under the California
Code of Civil Procedure had the action been maintained in the Superior Court of
California regardless of whether there is final judgment. A party not entitled
to recover its costs may not recover attorneys' fees. No sum for attorneys'
fees shall be counted in calculating the amount of a judgment for purposes of
determining whether a party is entitled to recover its costs or attorneys' fees.
(i) ADVICE FROM INDEPENDENT COUNSEL. The parties hereto understand that
this Agreement is legally binding and may affect such party's rights. Each
party represents to the other that it has received legal advice from counsel of
its choice regarding the meaning and legal significance of this Agreement.
(j) INTERPRETATION. Should any provision of this Agreement require
interpretation, it is agreed that any court or arbitrator interpreting or
construing the same shall not apply a presumption that the terms hereof shall be
more strictly construed against any Person by reason of the rule of construction
that a document is to be construed more strictly against the Person who itself
or through its agent prepared the same, it being agreed that all Parties have
participated in the preparation of this Agreement.
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(k) SURVIVAL. The termination of the Executive's employment hereunder
shall not affect the enforceability of Sections 1(d), 6, 7 and 8.
(l) WAIVER OF JURY TRIAL. IF NOTWITHSTANDING THE AGREEMENT THAT ALL
DISPUTES BE SUBMITTED TO BINDING ARBITRATION, A DISPUTE IS SUBMITTED TO A COURT,
EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN
CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY
MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, AND AGREE TO TAKE ANY AND
ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS WRITTEN CONSENT TO A TRIAL BY THE
COURT.
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IN WITNESS WHEREOF, the undersigned parties hereby execute this Agreement
as of the date first set forth above.
Company:
FUTURE MEDIA PRODUCTIONS, INC.
By: /s/ ALEX SANDEL
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Its: President
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EXECUTIVE:
/s/ DAVID MOSS
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David Moss
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