Exhibit 2.2
Transition Agreement
dated as of April 18, 1997
By and Among
Jostens, Inc.,
Gold Lance, Inc.
and
Town & Country Corporation
TRANSITION AGREEMENT
THIS TRANSITION AGREEMENT (this "Transition Agreement"), dated as of
April 18, 1997, is by and among Jostens, Inc., a Minnesota corporation (the
"Purchaser"), Gold Lance, Inc., a Massachusetts corporation (the "Company"), and
Town & Country Corporation, a Massachusetts corporation ("Parent"). Capitalized
terms used herein and not defined have the meanings ascribed to them in the
Purchase Agreement (as defined herein).
A. The parties have entered into a certain Asset Purchase Agreement
dated as of April 18, 1997 (the "Purchase Agreement"), pursuant to which the
Purchaser agreed to purchase from the Company certain assets (the "Transferred
Assets") used in the manufacture and sale of school, mothers, recognition and
other specialty rings to retail jewelers by the Company in accordance with
historic practice (the "Business"), and the Company has retained the other
assets it has used for the Business (the "Excluded Assets").
B. The parties understand and acknowledge that it is not practical or
economically feasible for the Purchaser to remove the Transferred Assets
immediately and attempt to continue and maintain the Business, and as an
inducement for the Purchaser to enter into the Purchase Agreement, for a
transition period the Company has agreed to continue and maintain the Business
until July 31, 1997, and to assist the Purchaser in transitioning the
Transferred Assets and the Business to the Purchaser's operations and locations.
C. Because the Company is a wholly-owned subsidiary of Parent, Parent
has a significant economic interest to induce Purchaser to enter into this
Transition Agreement by making to Purchaser the representations, warranties,
covenants and agreements of Parent contained herein.
Accordingly, and in consideration of the representations, warranties,
covenants, agreements and conditions herein contained, the parties hereto agree
as follows:
SECTION 1.
CONTINUATION AND
MAINTENANCE OF THE BUSINESS
1.1. Company's Covenants Regarding Business. During the term of this
Transition Agreement, subject to winding down the Business by the
Company consistent with the Transition Plan (as defined below), and
except to the extent Purchaser in its sole judgment shall otherwise
consent in writing (which consent will not be unreasonably withheld,
the Purchaser agreeing not to require the Company to incur any unneeded
or unnecessary costs), the Company agrees that it shall, and Parent
agrees that it shall cause Company to, do or not do the following:
(a) The Company shall operate and conduct the Business on a
"reasonable efforts" basis and in the ordinary course and
consistent with past practices, including, without limitation,
(i) not accelerating or delaying any product deliveries, and
(ii) maintaining and preserving the quality of product and
service to customers of the Business. For purposes of this
Transition Agreement, a "reasonable efforts" basis means
performing, or causing
to be performed, identified tasks to the same level or degree
of involvement in continuing and maintaining the Business prior
to the date of this Transition Agreement. Subject to winding
down the Business consistent with the Transition Plan, the
Company and Parent, jointly and severally, agree to continue
and maintain the Business hereunder so that the Business will
be of equal nature and quality to that which the Company
required prior to the date of this Transition Agreement;
(b) The Company shall promptly notify Purchaser in writing of, and
furnish to Purchaser any information the Company or Parent may
have with respect to, the occurrence of any event or the
existence of any state of facts that would result in any of the
Company's or Parent's representations and warranties in the
Purchase Agreement not being true in any material respect if
they were made at any time prior to or as of the date of the
Second Closing;
(c) The Company shall maintain and keep the Excluded Assets and the
Transferred Assets, (to the extent left in the temporary
possession of the Company under this Transition Agreement)
including properties and equipment, in good repair, working
order and condition, except for ordinary wear and tear;
(d) The Company shall on a reasonable efforts basis endeavor to
maintain its existing relationships with customers, suppliers
and others as if it were continuing in the business. In the
event that the Company loses the services of a sales, marketing
or customer service employee, or an employee deemed critical to
customer relationships (each, a "Lost Employee") during the term
of this Transition Agreement, the Purchaser shall have the right
to hire an employee (the "Hired Employee") to replace the Lost
Employee for the remaining term of this Transition Agreement;
provided, however, that the Hired Employee will be an employee
of the Purchaser but subject to the supervision of the Company
during the term of this Transition Agreement. If Purchaser
wishes to hire employees of the Company, such employment offer
shall require that such employees remain in their current
positions and maintain their current responsibilities with the
Company until the end of this Transition Agreement, during which
such employees will be supervised by the Company. The Company
shall reimburse the Purchaser for the cost of the Hired
Employee's salary and related payroll expenses during the
remaining term of the Transition Agreement up to the amount that
would have been expended on the Lost Employee during the same
period. The Company shall maintain on a reasonable efforts basis
an adequate number and quality of personnel in operating and
non-operating positions as are necessary to meet the Company's
obligations.
(e) The Company shall pay accounts or notes payable only in the
ordinary course of business and consistent with past practice;
(f) The Company shall restock inventory as needed to fill customers
orders;
(g) Except in the ordinary course of business and consistent with
past practices, the Company shall not offer any early payment
terms or deferred payment terms;
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(h) Unless otherwise authorized by Purchaser, the Company shall
continue to effect payments in a manner consistent with prior
practice and to perform, in all material respects, its
obligations under all leases, contracts, commitments and
agreements; and
(i) During the term of the Transition Agreement, the Company shall
make all reasonable selling and marketing efforts, including
travel and entertainment expenditures, as if the Company were
continuing in business; provided, however, that the Company will
have no obligation to spend the $230,000 that has been budgeted
for its fiscal period ending July 31, 1997 on samples and
collateral and other marketing materials related to its
post-July 31, 1997 business needs.
1.2. Purchaser's Covenants. Except as otherwise contemplated in this
Transition Agreement, during the term of this Transition Agreement,
the Purchaser agrees that:
(a) it shall not take any action that will cause the Company to
incur costs or expenses in addition to costs or expenses
incurred by the Company in the ordinary course of its business
consistent with past practices;
(b) it shall not limit or increase the expenses of the Company, or
instruct the Company with respect to expenses, during the term
of the Transition Agreement;
(c) it shall have no control whatsoever over the Company's
operations, including, without limitation, the manufacture,
production, sale and delivery of school, mothers, recognition
and other specialty rings to retail jewelers, and nothing in
this Transition Agreement or the Transition Plan shall impair
the ability of the Company to perform its obligations under this
Transition Agreement or the Purchase Agreement; and
(d) subject to Section 2.1(b) hereof, if the Purchaser requests that
additional compensation be paid to employees of the Company,
such compensation and all expenses related to such compensation
shall be solely at the Purchaser's expense.
1.3. Post Transition Agreement Assistance. After the term of this Agreement
as described in Section 4.1, the Company shall, to the extent it is
able, if requested by Purchaser and at Purchaser's expense, fully
cooperate with, and provide all reasonable assistance to the Purchaser
on a best efforts basis in connection with the transition of the
Business and the customer accounts to Purchaser.
SECTION 2.
PERSONNEL MATTERS
2.1. Company Personnel.
(a) Supervision and Compensation. The Company will employ, pay,
supervise, direct and discharge all Company personnel. The
Company will be solely responsible for the payment of wages,
salaries, benefits and any other direct and indirect
compensation for Company personnel. Accordingly, the Company
understands and agrees that it will be responsible for the
Company's employees' worker's compensation insurance, employment
taxes and other employer liabilities relating to such personnel.
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The Company expressly understands and agrees that it will be
required to give all notifications to its employees as required
by the WARN Act from time to time under this Transition
Agreement. It is further expressly agreed that if the Company
determines to terminate any of Company employees during the term
of this Transition Agreement or thereafter, the Company shall be
responsible for any WARN obligations and notifications and
employee payments and costs required during any notice period;
provided, however that if this Transition Agreement is
terminated or altered in such a way as to change the timing of
the WARN Act requirements (as determined by the Company) prior
to July 31, 1997 as a result of Purchaser's request or conduct,
Purchaser shall be responsible for any and all costs and
expenses arising from the delivery of late WARN Act violations.
(b) Retention Bonuses. The Company currently has employment
agreements with the six employees identified in Exhibit 2.1(b)
attached hereto, and such employment agreements contemplate
retention bonuses as listed on such Exhibit 2.1(b). The Company
agrees to pay such retention bonuses.
Notwithstanding the above, in the event the Purchaser modifies or
changes the Transition Plan that causes an increase in costs to the
Company that would have otherwise been incurred by the Company in the
absence of such change, the Purchaser shall pay such increased cost.
SECTION
3. RECORDS AND INSPECTIONS
The Company will keep and maintain complete and accurate records and books of
account, consistent with its past practices, showing the operations and results
of the Business. Such records and books of account shall be maintained for a
period of one (1) year following termination of this Transition Agreement. The
Company agrees to permit the Purchaser and the Purchaser's duly authorized
representatives and agents, at the Purchaser's expense, complete access to the
Company's facilities to audit, inspect and copy the Company's records and books
of account with respect to the Business at all reasonable times.
SECTION
4. TERM AND TERMINATION
4.1. Transitional Nature of This Agreement. The parties understand and
acknowledge that the continuation and maintenance of the Business by
the Company is intended only to be transitional in nature. The
Purchaser understands that the Company has no long-term interest in
continuing this Transition Agreement, and will be discontinuing all of
its operations immediately after termination of this Transition
Agreement.
4.2. Term. This Transition Agreement shall take effect as of the date first
above written and, except for the provisions of this Transition
Agreement which by their terms continue for a longer period, will
continue until July 31, 1997 or such other date as mutually agreed.
4.3. Termination. This Transition Agreement may be terminated:
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(a) by mutual written consent of the parties hereto;
(b) at the end of its term, as set forth in Section 4.2, unless the
parties agree to an earlier termination pursuant to Section
4.3(a); or
(c) by a party giving notice to another party that such other party
is in material breach of this Transition Agreement and the
breaching party's failure to cure such breach within thirty (30)
calendar days of such notice.
4.4. Rights and Obligations on Termination. In the event of termination of
this Transition Agreement for any reason, the obligations hereunder
which by their terms or clear intent extend beyond termination of this
Transition Agreement, including, without limitation, the obligations
hereunder pursuant to Section 3 (relating to records and reports), and
Section 5.3 (relating to confidentiality), will survive termination of
this Transition Agreement.
SECTION
5. ADDITIONAL COVENANTS
5.1. Employees.
(a) Employees of the Company. It is expressly agreed by the parties
hereto that the Purchaser has not agreed to hire any employees
of the Company or assume any obligations or liabilities relating
to or arising out of the Company's relationships with its
employees either prior to, during or after the term of this
Transition Agreement. Except as otherwise provided in this
Transition Agreement, all obligations and liabilities shall be
the Company's.
(b) Employment Offers; Non-Solicitation. Notwithstanding Section
5.1(a) above, the Purchaser may in its sole discretion offer to
any employees of the Company at any time the opportunity to work
for the Purchaser or any subsidiary of the Purchaser. Purchaser
anticipates any such offers will be made within two (2) weeks
after delivery of the final Transition Plan.
5.2. Full Access by the Purchaser; Cooperation. The Company shall and Parent
shall cause the Company to afford to the Purchaser and its directors,
officers, employees, counsel, accountants, investment advisors and
other authorized representatives and agents free and full access to the
facilities, properties, books and records of the Company in order that
the Purchaser may have full opportunity to make such evaluation,
analysis and investigations as it shall desire to make of the
operations of the Company and the Business during this Transition
Agreement; provided, however, that any such evaluation, analysis or
investigation shall be conducted in such a manner as not to interfere
unreasonably with the Company's business operations; and, provided,
further, that the Company shall furnish such additional financial and
operating data and other information as the Purchaser shall, from time
to time, reasonably request, including without limitation access to the
working papers of its independent certified public accountants to the
extent they exist; and, provided, further, that any such evaluation,
analysis or investigation shall not affect or otherwise diminish or
obviate in any respect any of the representations and warranties of the
Company or Parent herein.
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Both the Company and the Purchaser acknowledge that from the First
Closing Date through June 30, 1997, each will be required to be in
contact with and otherwise involved with current customers of the
Business. For example, the Company, as part of its continuation and
maintenance of the Business during the term of the Transition
Agreement, will be involved in the selling, distribution and shipping
of product to customers, as well as customer service and collection
matters. The Purchaser will be involved in introducing itself to
customers of the Business, assuring customers of the future customer
relationship with Purchaser, and, commencing in July 1997, presenting
to customers new samples and designs and marketing material. To this
end, each of the Company and the Purchaser agree to cooperate with each
other in their communications with customers of the Business, as
outlined in the attached Exhibit 5.2, and (i) Purchaser agrees that it
shall attempt to conduct its pre-June 30 contact with customers of the
Business so as to not unduly interfere with the Company's obligations
under this Transition Agreement or the Purchase Agreement, and (ii) the
Company agrees that it shall attempt to conduct its contact with
customers of the Business so as to not unduly interfere with the
Purchaser's efforts to develop post-June 30 sales and deliveries.
5.3. Confidentiality.
(a) Proprietary Information. "Proprietary Information" means all
information which is directly or indirectly disclosed to any
party hereunder, regardless of the form in which it is disclosed,
relating in any way to any other party's markets, customers,
products, patents, inventions, proprietary information,
procedures, processes, methods, designs, strategies, know-how,
plans, assets, liabilities, costs, expenses, revenues, profits,
organization, officers, directors, employees, representatives,
agents, distributors, dealers or business in general. All rights
to "Proprietary Information" which are part of the Transferred
Assets belong to Purchaser.
(b) Non-Disclosure. The parties acknowledge and agree that each
other's Proprietary Information is confidential and proprietary.
Without a party's express prior written consent, the parties
agree not to use any of such party's Proprietary Information for
any purpose other than as permitted or required for performance
hereunder. Without a party's express prior written consent, the
parties further agree not to disclose or provide any of such
party's Proprietary Information to any third party and to take
all necessary measures to prevent any such disclosure by their
respective officers, directors, managers, employees, agents or
representatives. The foregoing obligations of non-disclosure and
confidentiality will survive termination of this Transition
Agreement. Following termination of this Transition Agreement,
the parties will use their reasonable efforts to return all
Proprietary Information (and reproductions thereof) of the other.
(c) Public Information; Court Order. Nothing herein will prevent a
party from using, disclosing or authorizing the disclosure of any
Proprietary Information of another party hereunder: (a) which is
or hereafter becomes part of the public domain or otherwise
becomes generally available to the public through no fault of the
disclosing party; (b) to the extent and upon the terms and
conditions that the parties may have previously made their
respective Proprietary Information available to certain persons;
or (c) to the extent that the disclosing party is required to
disclose such Proprietary Information by law or court order.
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(d) Legal Action. At the request of a party, the parties will
cooperate fully with each other in any and all legal actions
taken by the other to protect the requesting party's rights in
its Proprietary Information. The party seeking to protect such
rights will bear all costs and expenses reasonably incurred by
any other party in the course of cooperating in such legal
action.
5.4. Further Assurances; Cooperation.
(a) Each party hereto shall execute and deliver such instruments and
take such other actions as the other party or parties, as the
case may be, may reasonably require from time to time in order to
carry out the intent of this Transition Agreement.
(b) Purchaser agrees to develop a plan no later than May 15, 1997 for
the complete and orderly transition of the Business to it at or
prior to the termination of this Transition Agreement (the
"Transition Plan"); provided, however, that the Transition Plan
shall be subject to Section 1.2 hereof. The Company and Parent
agree to cooperate with the Purchaser, and Purchaser agrees to
cooperate with the Company and Parent, to provide for the
implementation of such Transition Plan as soon as practicable.
Representatives of the Company, Parent and the Purchaser shall
confer on a regular and reasonable basis (at least weekly) to
report on material operational matters, the general status of
ongoing operations, and the status of the Transition Plan.
5.5. Parent Guarantee. The Parent hereby guarantees, in all respects, all
obligations of the Company under this Transition Agreement.
SECTION
6. LIMITED LICENSE
Solely for the purposes of the Company's operation under and during this
Transition Agreement, Purchaser hereby grants to the Company a nonexclusive,
royalty-free license to use the Proprietary Information and the trademarks which
are part of the Intellectual Property Rights on all advertising material,
letterheads, announcements, public communications and packaging materials
utilized by the Company in the ordinary course of business and upon all products
manufactured by the Company under and during this Transition Agreement. It is
understood that the Company shall not be entitled to make any change,
alteration, or modification of said marks other than as expressly provided
herein except with the prior written approval of Purchaser.
It is expressly agreed between the parties that Purchaser retains full ownership
of the marks and any applications or registrations thereof. The Company agrees
to maintain quality on goods sold under the marks in accordance with the
specifications previously established by the Company. Purchaser reserves the
right to inspect the quality of the goods sold under the marks to ensure the
quality as above required. This license shall not be assignable by the Company
without the prior written consent of Purchaser. This license shall terminate and
be extinguished for all purposes on July 31, 1997.
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SECTION
7. MISCELLANEOUS PROVISIONS
7.1. Compliance with Laws. The Company and Parent, jointly and severally,
warrant to the Purchaser that the Company will abide by and comply with
all applicable laws and regulations in connection with continuing and
maintaining the Business during this Transition Agreement.
7.2. Taxes. Any and all income, property and taxes incurred or arising out
of the operation of the Business by the Company under this Transition
Agreement shall be paid by, and be the sole responsibility of, the
Company.
7.3. Relationship. Other than with respect to the performance of any
agreement or obligation of a party which is expressly required pursuant
to this Transition Agreement or the Purchase Agreement, (i) this
Transition Agreement and the Purchase Agreement do not make any party
the employee, agent, partner, co-venturer or legal representative of
the other for any purpose whatsoever; and (ii) no party is granted any
right or authority under this Transition Agreement or the Purchase
Agreement to assume or to create any obligation or responsibility,
express or implied, on behalf of or in the name of any other party;
provided, however, the performance of the Purchaser and the Company
hereunder must meet the respective representations, warranties and
covenants of the Purchaser and the Company and Parent set forth in this
Transition Agreement and the Purchase Agreement; further provided, this
Transition Agreement and the Purchase Agreement do not cause any of the
employees or agents of the Company to be made, or deemed to be made for
any purpose, employees or agents of the Purchaser.
7.4. Expenses. Each of the parties hereto shall bear its own costs, fees and
expenses in connection with the negotiation, preparation, execution,
delivery and performance of this Transition Agreement and the
consummation of the transactions contemplated hereby, including without
limitation fees, commissions and expenses payable to brokers, finders,
investment bankers, consultants, attorneys, accountants and other
professionals.
7.5. Amendment and Modification. Subject to applicable law, this Transition
Agreement may be amended or modified by the parties hereto at any time
with respect to any of the terms contained herein; provided, however,
that all such amendments and modifications must be in writing duly
executed by all of the parties hereto.
7.6. No Third Party Beneficiaries. Nothing in this Transition Agreement
shall entitle any person or entity (other than a party hereto and his,
her or its respective successors and assigns permitted hereby) to any
claim, cause of action, remedy or right of any kind.
7.7. Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be made in writing and shall be
deemed to have been duly given and effective: (i) on the date of
delivery, if delivered personally; (ii) on the earlier of the second
(2nd) day after mailing or the date of the return receipt
acknowledgment, if mailed, postage prepaid, by certified or registered
mail, return receipt requested; (iii) on the date of transmission, if
sent by facsimile, telecopy, telegraph, telex or other similar
telegraphic communications equipment; or (iv) on the date of delivery,
if delivered by overnight delivery service:
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If to the Company or Parent:
To: Gold Lance, Inc.
c/o Town & Country Corporation
25 Union Street
Chelsea, MA 02150
Attention: William Schawbel, Co-Chairman
and Acting Chief Executive Officer
Fax: (617) 889-6707
With a copy to:
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
Attention: Kevin M. Dennis, Esq.
Fax: (617) 523-1231
or to such other person or address as the Company or Parent shall
furnish to the other parties hereto in writing in accordance with this
subsection.
If to the Purchaser:
To: Jostens, Inc.
5501 Norman Center Drive
Minneapolis, MN 55437
Attention: Orville E. Fisher, Jr.
Fax: (612) 830-3293
With a copy to:
Jostens, Inc.
5501 Norman Center Drive
Minneapolis, MN 55437
Attention: Legal Department
Fax: (612) 830-3380
or to such other person or address as the Purchaser shall furnish to
the other parties hereto in writing in accordance with this subsection.
7.8. Assignment. This Transition Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns, but neither this
Transition Agreement nor any of the rights, interests or obligations
hereunder shall be assigned (whether voluntarily, involuntarily, by
operation of law or otherwise) by any of the parties hereto without the
prior written consent of the other parties, provided, however, that the
Purchaser may assign this Transition Agreement, in whole or in any
part, and from time to time, to a wholly-owned, direct or indirect,
subsidiary of the Purchaser, if the Purchaser remains bound hereby.
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7.9. Governing Law. This Transition Agreement and the legal relations among
the parties hereto shall be governed by and construed in accordance
with the internal substantive laws of the State of Minnesota (without
regard to the laws of conflict that might otherwise apply) as to all
matters, including without limitation matters of validity,
construction, effect, performance and remedies.
7.10. Survival of Provisions. The rights, remedies, agreements, obligations
and covenants of the parties contained in or made pursuant to this
Transition Agreement which by their terms or clear intent extend beyond
the termination of this Transition Agreement will survive the
termination of this Transition Agreement and will remain in full force
and effect.
7.11. Severability. In the event that any of the terms or provisions of this
Transition Agreement are in conflict with any rule of law or statutory
provision or otherwise unenforceable under the laws or regulations of
any government or subdivision thereof having jurisdiction over this
Transition Agreement, such terms or provisions will be deemed stricken
from this Transition Agreement to the extent necessary to avoid such
conflict, but such invalidity or unenforceability will not invalidate
any of the other terms or provisions of this Transition Agreement and
the remainder of such terms or provisions and the remainder of this
Transition Agreement will continue in full force and effect, unless the
invalidity or unenforceability of any such provisions hereof does
substantial violence to, or where the invalid or unenforceable
provisions comprise an integral part of, or are otherwise inseparable
from, the remainder of this Transition Agreement.
7.12. Waiver. No failure or delay by any party to take any action or assert
any right or remedy hereunder or to enforce strict compliance with any
provision hereof will be deemed to be a waiver of, or estoppel with
respect to, such right, remedy or noncompliance in the event of the
continuation or repetition of the circumstances giving rise to such
right, remedy or noncompliance. No waiver will be effective unless
given in a duly executed written instrument.
7.13. Counterparts. This Transition Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
7.14. Headings. The table of contents and the headings of the sections and
subsections of this Transition Agreement are inserted for convenience
only and shall not constitute a part hereof.
7.15. Entire Agreement. This Transition Agreement, including the exhibits and
schedules referred to herein (which are incorporated as an integral
part of this Transition Agreement), together with the Purchase
Agreement, constitutes the entire agreement and understanding of the
parties hereto in respect of the subject matter hereof, and supersedes
all prior agreements and understandings between the parties with
respect to the subject matter hereof.
7.16. Capitalized Terms. Capitalized terms which are not otherwise defined
herein shall have the respective meanings given to such terms in the
Purchase Agreement or the Escrow Agreement.
7.17. Injunctive Relief. It is expressly agreed among the parties hereto that
monetary damages would be inadequate to compensate a party hereto for
any breach by any other party of its covenants and agreements in
Sections 5.2(b) and 5.4 hereof. Accordingly, the parties agree and
acknowledge that any such violation or threatened violation will cause
irreparable injury to the other and that, in addition to any other
remedies which may be available, such party shall be entitled to
injunctive relief against the threatened breach of Sections 5.2(b) and
5.4 hereof or the
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continuation of any such breach without the necessity or proving
actual damages and may seek to specifically enforce the terms thereof.
7.18. Arbitration. With the sole exception of the injunctive relief
contemplated by Section 7.17 above, any controversy or claim arising
out of or relating to this Transition Agreement, or the making,
performance or interpretation thereof, shall be settled by binding
arbitration in Minneapolis, Minnesota by a panel of three arbitrators
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Judgment upon any arbitration award may be
entered in any court having jurisdiction thereof and the parties
consent to the jurisdiction of the courts of the State of Minnesota for
this purpose.
ACCORDINGLY, the parties hereto have caused this Transition Agreement
to be duly executed as of the day and year first above written.
JOSTENS, INC.
/s/ Orville E. Fisher, Jr.
By: __________________________________
Senior Vice President
Its: __________________________________
GOLD LANCE, INC.
/s/ Billy D. Starnes, Jr.
By: __________________________________
President
Its: __________________________________
TOWN & COUNTRY CORPORATION
/s/ Francis X. Correra
By: __________________________________
Senior Vice President
Its: __________________________________
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