Exhibit 10.36.2
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Employment Agreement") is
effective as of February 9, 1998, by and between SMART CHOICE AUTOMOTIVE GROUP,
INC., a Florida corporation ("Company"), and ROBERT J. DOWNING, an individual
("Executive").
W I T N E S S E T H:
WHEREAS, the Executive has extensive experience relating to business
matters; and
WHEREAS, to promote the ongoing business of the Company, the Company
desires to assure itself of the right to the Executive's services from and after
the date hereof, on the terms and conditions of this Agreement; and
WHEREAS, the Executive is willing and able to render his services to
the Company from and after the date hereof, on the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby covenant and agree as follows:
SECTION 1. EMPLOYMENT.
a. Subject to the terms and conditions of this Employment
Agreement, the Company shall retain the Executive as its Senior Vice President
and Chief Legal Officer, and the Executive shall render services to the Company
in an executive capacity. Executive shall perform such duties ordinarily and
customarily performed by a similar executive of a corporation of like type and
size as the Company, and shall perform such other reasonable executive duties as
the Company's President may assign to him from time to time. The Executive may
also be given additional titles, and may be assigned responsibilities on behalf
of certain of the Company's affiliates commensurate with his position with the
Company, without requirement of additional compensation hereunder.
b. Throughout the period of his employment hereunder, the
Executive shall: (i) devote his full business time, attention, knowledge and
skills, faithfully, diligently and to the best of his ability, to the active
performance of his duties and responsibilities hereunder on behalf of the
Company; (ii) observe and carry out such reasonable rules, regulations,
policies, directions and restrictions as may be established from time to time
by the Company's Board of Directors, including but not limited to the standard
policies and procedures of the Company as in effect from time to time; and (iii)
do such traveling as may reasonably be required in connection with the
performance of such duties and responsibilities. However, the Company shall not
have the right to transfer the Executive's primary location from which he is to
perform services to a location outside of Central Florida without Executive's
prior consent. Notwithstanding the foregoing, it is acknowledged and acceptable
that Executive may continue his legal practice outside the Company from time to
time so long as such work does not interfere with his obligations created by
this Employment Agreement nor create a conflict of interest with the Company.
SECTION 2. INTENTIONALLY OMITTED.
SECTION 3. TERM OF EMPLOYMENT. Subject to prior termination in
accordance with the terms and conditions of this Employment Agreement, the term
of employment of Executive by the Company pursuant to this Employment Agreement
shall be for an initial period of three (3) years (the "Employment Period")
commencing on the date hereof (the "Commencement Date"). The Employment Period
shall automatically renew for additional terms of three years each on each
anniversary of the date hereof hereafter (an "Anniversary Date"), unless either
party gives written notice of termination to the other party not less than one
hundred twenty (120) days prior to such Anniversary Date, in which case the
Employment Period shall not so renew on such Anniversary Date and shall
terminate two years from such Anniversary Date. The term "Employment Period"
shall include the initial Employment Period and any and all successive renewals
thereof.
SECTION 4. COMPANY'S PRINCIPAL PLACE OF BUSINESS. The Company's
principal place of business will be located in the Titusville, Florida area, or
such other area in Florida as may be designated by the Company's Board.
SECTION 5. COMPENSATION. During the Employment Period, subject to all
the terms and conditions of this Employment Agreement and as compensation for
all services to be rendered by Executive under this Employment Agreement, the
Company shall pay to Executive the following:
a. BASE SALARY. The Company shall pay to Executive a base
salary of $125,000 during each year of the initial three (3) year Employment
Period payable in equal periodic installments in accordance with the standard
payroll practices of the Company in effect from time to time, but in no case
less than once a month. During each year of the Employment Period (as renewed
under Section 3 hereof) after the initial three (3) years of the Employment
Period, the Board shall review
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the base salary amount to determine whether or not to grant additional increases
in the base salary amount.
b. BONUS. In addition to the annual base salary, Executive
shall be entitled to receive an annual performance bonus (the "Performance
Bonus") as determined and in an amount set by the Board.
c. COMPANY CAR/CAR ALLOWANCE. During the Employment Period,
the Company shall provide to Executive, at the option of Executive, either (i)
an automobile for Executive's use, or (ii) an automobile allowance of $600 per
month which the Executive shall apply to leasing an automobile(s) for use by
executive and his immediate family. The automobile allowance shall be payable at
the end of each calendar month of the Employment Period. The Company shall pay
all necessary maintenance fees, insurance payments, gasoline expenses and all
other expenses related to the maintenance, operation and upkeep of the
automobile. Upon termination of the obligation of the Company to provide
Benefits pursuant to Section 6 hereof, the Executive shall have the right and
option to purchase the automobile at its then book value for financial statement
purposes (if the automobile is owned by the Company) or, subject to the terms of
the lease, to assume the lease for said automobile (if the automobile is leased
by the Company).
d. STOCK OPTIONS. During the Employment Period, Executive will
be provided with stock options under the Company's stock option plan(s) as
determined by the Company's Board of Directors (other than those granted on the
date hereof) and/or a committee appointed by the Company's Board of Directors in
accordance with the Company's stock option plan(s). Such awards shall be made on
a basis commensurate with other executives of the Company giving due
consideration to gross compensation levels and overall job performance.
SECTION 6. FRINGE BENEFITS. Executive shall be entitled to vacations,
health care benefits, fringe benefits and reimbursement for reasonable
out-of-pocket expense, including but not limited to those hereinafter detailed
(the "Benefits"), in accordance with the Company's practices covering executive
personnel. Unless Executive consents to a different treatment, his eligibility,
participation and benefits under the Benefits will be, and will continue to be,
not less than the Benefits provided to any other employee of Senior Vice
President or higher level. The Company shall use its best efforts to obtain
waivers of waiting periods, if any, applicable to particular benefits. The
benefits shall, at a minimum, include:
a. coverage for Executive and his family, under any major
medical and dental insurance programs and plans, and under any short-term,
long-term or permanent disability programs and plans, which are or may become
generally available to management
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employees of the Company. Notwithstanding the foregoing, Executive shall be
provided at minimum fully-paid health, major medical, dental and life insurance
(equal to $300,000);
b. retirement benefits at such time and on such amounts as are
paid to executives by the Company at such time as the Company institutes a
retirement or 401(k) plan;
c. reimbursement of all properly approved travel and business
related expenses normally paid by the Company for the benefit of its executives,
including, but not limited to, all expenses for the acquisition and use of a
cellular telephone and cellular service of Executive's choice. All expense
reimbursement shall conform to the Company's expense reimbursement policies at
the time the expenses were incurred;
d. four (4) weeks paid vacation per calendar year at any time
or times selected by Executive taking into account the convenience of the
Company. Executive shall give the Board reasonable prior notice of selected
vacation times of one week or more. While unused vacation time shall not be
cumulative from year to year, Executive may carry forward not more than four (4)
weeks of unused vacation time into the following calendar year, PROVIDED,
HOWEVER, that under no circumstances shall Executive be entitled to more than
eight (8) weeks of vacation per calendar year;
e. days of annual sick leave as is usual and customary for a
vice president of a company similar to Company;
f. a holiday on the following days with full pay: New Year's
Day, Easter, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day, and such other holidays as the Company may declare;
g. paid leave and reimbursement of all travel, tuition and
related expenses in attending trade conferences and/or seminars and/or college
or other high level courses acceptable to the Board in its reasonable
discretion;
h. the Company shall purchase director and officer liability
insurance that shall include coverage for Executive, as is normal and customary
for a company of similar size to the Company and, in addition, the Company and
its subsidiaries shall indemnify Executive pursuant to a separate written
agreement for liabilities incurred as an officer to the fullest extent allowed
by Florida law;
i. Executive shall also be provided with a disability income
plan equal to 100% of his base salary, at least 80% of which is funded by
insurance;
j. MOVING EXPENSES. The Company shall reimburse the Executive
for the Executive's reasonable pre-approved expenses up
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(up to $2,000) of moving the Executive's principal residence from the Coral
Gables, Florida area to the area of Titusville, Florida, in accordance with the
Company's expense reimbursement policies.
SECTION 7. TERMINATION.
a. MUTUAL TERMINATION. This Employment Agreement may be
terminated upon mutual written agreement of the Company and the Executive;
b. BY EXECUTIVE. This Employment Agreement may be terminated
at the option of the Executive, upon fourteen (14) days' prior written notice to
the Company, in the event that the Company shall (i) fail to make any payment to
the Executive required to be made under the terms of this Employment Agreement
after payment is due, or (ii) fail to perform any other material covenant or
agreement to be performed by it hereunder or take any action prohibited by this
Employment Agreement, and fail to cure or remedy same within thirty (30) days
after written notice thereof to the Company. In the event that this Employment
Agreement is terminated pursuant to this Section 7b, then at the option of the
Executive on notice to the Company, the full compensation payable to the
Executive for the Employment Period under Section 5a hereof (just as if
Executive had not been so terminated and was continuing to serve as an employee
hereunder for the full term of this Employment Agreement, not including any
renewal or extension thereof) shall be immediately due and payable by the
Company.
c. BY THE COMPANY FOR CAUSE. This Employment Agreement may be
terminated at the option of the Company, upon written notice to the Executive,
"for cause" (as hereinafter defined), or in the event of the "permanent
disability" (as defined and provided for in Section 8) or death of the Executive
as provided for in Section 8. The Company may terminate Executive "without
cause" (as defined in Section 8).
(i) As used herein, the term "for cause" shall mean and be
limited to: (A) any material breach of this Employment Agreement by the
Executive which in any case is not fully corrected within thirty (30) days after
written notice of same from the Company to the Executive; (B) any fraud, theft,
conversion, criminal misconduct, breach of fiduciary duty, or gross and willful
misconduct by the Executive in connection with the performance of his duties and
responsibilities hereunder; (C) habitual breach by the Executive of any of the
material provisions of this Agreement (regardless of any prior cure thereof); or
(D) gross neglect by the Executive of his duties and responsibilities hereunder
which in any case is not fully corrected upon written notice of same from the
Company to the Executive.
d. EFFECT OF TERMINATION FOR CAUSE. In the event of
termination for any of the reasons set forth in this Section 7
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(except as otherwise provided for hereinafter with respect to "permanent
disability", death or "without cause") Executive shall be entitled to no further
compensation, Base Salary or other Benefits under this Employment Agreement,
except as to that portion of any unpaid Base Salary or other benefits accrued
and earned by him hereunder up to and including the effective date of
termination.
SECTION 8. TERMINATION BY REASON OF DEATH; PERMANENT DISABILITY; OR
WITHOUT CAUSE.
a. If the Company terminates Executive "without cause" which
shall mean for any reason other than as set forth in Section 7c(i), the
Executive terminates this Agreement under Section 7b, or in the event of
Executive's death or "permanent disability" (as defined below), Executive shall
(i) be entitled to receive an amount equal to the full compensation including
Benefits, to which he would otherwise be entitled under this Employment
Agreement for the remainder of the Employment Period in effect as of the date of
termination as well as any and all options awarded, vested or subject to vesting
as of such date (the "Severance Payment") (just as if Executive had not been so
terminated and was continuing to serve as an employee hereunder for the full
Employment Period in effect as of the date of termination) and (ii) be provided,
for the remainder of the Employment Period, with all the insurance and other
benefits set forth in Section 6a hereof (PROVIDED, HOWEVER, to the extent that
the benefits in Section 6a cannot in fact be paid due to the fact that Executive
is not in fact employed by the Company, the Company promptly shall pay Executive
the monetary, after-tax equivalent thereof in U.S. Dollars, without any present
value adjustment). Such Severance Payment shall be payable in a single lump sum
distribution (without any present value adjustment) to Executive or his estate,
as the case may be, no later than ninety (90) days from the effective date of
such termination.
b. PAYMENT IN THE EVENT OF PERMANENT DISABILITY. For purposes
of this Employment Agreement, Executive's "permanent disability" shall be deemed
to have occurred after one hundred twenty (120) days in the aggregate during any
consecutive twelve (12) month period, or after ninety (90) consecutive days,
during which one hundred twenty (120) or ninety (90) days, as the case may be,
Executive, by reason of his physical or mental disability or illness, shall have
been unable to discharge fully his duties under this Employment Agreement. The
date of permanent disability shall be the one hundred twentieth (120th) or
ninetieth (90th) day, as the case may be. In the event Executive shall dispute
that his permanent disability shall have occurred, he shall promptly submit to a
physical examination by a qualified practicing physician mutually selected by
the Company and the Executive and paid for by the Company (and reasonably
acceptable to the Executive). Unless such physician shall issue a written
statement to the effect that in his opinion, based on his
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diagnosis, Executive is capable of resuming his employment and devoting his full
time and energy to discharging his duties within ten (10) days after the date of
such statement, such permanent disability shall be deemed to have occurred
without further dispute by Executive or Company. Notwithstanding the foregoing,
the time periods set forth in this Subsection b shall be modified as necessary
so that they match the time periods set forth in the appropriate disability
insurance policy such that there is no gap in payment of disability insurance
benefits and Executive's compensation hereunder.
SECTION 9. CHANGE OF CONTROL.
a. Notwithstanding anything herein to the contrary,
specifically including Section 7 hereof, in the event that year following a
"Change of Control" of the Company (as defined below), Executive's employment
with the Company is either: (i) terminated by the Company, or (ii) terminated by
Executive because his regular duties hereunder are materially reduced,
diminished or modified (the position and duties of the Executive hereunder being
material to such employment), then (subject to Section 9c that provides for a
lump sum cash payment) the Company shall pay to Executive for a period of
thirty-six (36) full calendar months from the date of termination, (A) the Base
Salary in effect at the time of the termination of employment (in the same
installments as prior to termination), (B) the Benefits to which he is entitled
hereunder, and (C) when and as due, any other amounts to which the Executive is
entitled under any compensation plan of the Company, including any Performance
Bonuses (PROVIDED, HOWEVER, that to the extent that the Benefits cannot in fact
be provided or paid due to the fact that Executive is not in fact employed by
the Company, the Company shall pay to Executive the monetary, after tax
equivalent thereof, in U.S. dollars without any present value adjustment).
During the period that the Company is required to make payments to the Executive
pursuant to this Section 9a, or for a period of twelve (12) months after
termination of employment in the event the Executive elects a lump sum cash
payment hereunder, the Company shall maintain in full force and effect for the
continued benefit of the Executive, all employee benefit plans and programs in
which the Executive was entitled to participate immediately prior to the date of
termination, including without limitation, all Benefits provided pursuant to
Section 6 hereof; provided that the Executive's continued participation is
possible under the general terms and provisions of such plans and programs. In
the event that the Executive's participation in such plan or program is barred,
the Company shall arrange to provide the Executive with benefits substantially
similar to those which the Executive would otherwise have been entitled to
receive under such plans and programs from which his continued participation is
barred.
b. "Change of Control" shall be deemed to have occurred when:
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(i) securities of the Company representing 25% or
more of the combined voting power of the Company's then outstanding voting
securities are acquired by a person or entity which is not a wholly-owned
subsidiary of the Company or any of its affiliates;
(ii) a merger or consolidation is consummated in
which the Company is a constituent
corporation and which results in less than 50% of the outstanding voting
securities of the surviving or resulting entity being owned by the then existing
stockholders of the Company;
(iii) a sale or other disposition or transaction is
consummated by the Company of more than 50% of the Company's assets to a person
or entity which is not a wholly-owned subsidiary of the Company or any of its
affiliates; or
(iv) during any period of two consecutive years,
individuals who, at the beginning of such period, constituted the Board cease,
for any reason, to constitute at least a majority thereof.
c. In lieu of payments in installments hereunder, within
thirty (30) days of termination of employment, the Executive may, at his sole
option, elect to have all amounts to which he is entitled hereunder, be paid in
a lump sum cash payment. The lump sum cash payment provided herein shall be due
within five (5) days of notice from the Executive of the election to receive a
lump sum cash payment pursuant to this subsection.
d. It is the intention of the Company and the Executive that
no portion of any payment or benefit paid or provided under this Section or any
other payment or benefit under this Agreement, or payments to or for the
Executive under any other agreement or plan shall be deemed to be an excess
parachute payment as defined in Section 280G of the Internal Revenue Code of
1986 as amended (the "Code") or any successor provision. However, it is
understood that, depending upon elections hereunder made by the Executive, the
present value of all payments made under this Section and any other payment to
or for the benefit of the Executive in the nature of compensation, the receipt
of which is contingent on a Change of Control of the Company and to which
Section 280G of the Code or any successor provision thereto may apply, might
exceed the maximum amounts which the Executive may receive without becoming
subject to the tax imposed by Section 4999 of the Code or any successor
provision. In the event that the Executive becomes subject to a tax imposed by
Section 4999 of the Code or any successor provision as a result of the election
of the Executive to receive a lump sum cash payment hereunder or otherwise, the
Company shall pay to the Executive an amount equal to any excise tax imposed
upon the Executive as a result of such payment (in addition to any other payment
or benefit hereunder).
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SECTION 10. RESTRICTIVE COVENANTS.
a. The Executive hereby acknowledges and agrees that (i) the
business contacts, customers, suppliers, know-how, trade secrets, marketing
techniques, confidential information, financial and operating models,
promotional methods and other aspects of the business of the Company and its
affiliates have been and are of value to the Company, and have provided and will
hereafter provide the Company with substantial competitive advantages in the
operation of its business, (ii) he has and will continue to have detailed
knowledge and possesses and will possess confidential information concerning the
business and operations of the Company, (iii) the restrictions set forth in this
Section are reasonably necessary to protect the legitimate business interests of
the Company, and (iv) but for Executive's agreement to be governed by the
restrictions set forth in this Section 10, the Company would not have entered
into this Agreement. The Executive hereby further acknowledges that his business
skills are not uniquely suited to businesses of the type conducted by the
Company, and that, if required, he could readily adapt and utilize such skills
in one or more other types of businesses.
b. The Executive shall not, directly or indirectly, for
himself or through or on behalf of any other person or entity:
(i) at any time, divulge, transmit or otherwise
disclose or cause to be divulged, transmitted or otherwise disclosed, any
business contacts, client or customer lists, technology, know-how, trade
secrets, marketing techniques, contracts or other confidential or proprietary
information of the Company of whatever nature, whether now existing or hereafter
created or developed (provided, however, that for purposes hereof, information
shall not be considered to be confidential or proprietary if (A) it is a matter
of common knowledge or public record, (B) it is generally known in the industry,
or (C) such information was already known to the recipient thereof other than by
reason of any breach of any obligation under this Agreement or any other
confidentiality or non-disclosure agreement); and/or
(ii) at any time during the period from the date
hereof through and including the date of the expiration or termination of the
Executive's employment with the Company (the "Restrictive Period"), directly or
indirectly invest, carry on, engage or become involved, either as an employee,
agent, advisor, officer, director, stockholder (excluding ownership of not more
than 3% of the outstanding shares of a publicly held corporation if such
ownership does not involve managerial or operational responsibility), manager,
partner, joint venturer, participant or consultant, in any business enterprise
(other than the Company or its subsidiaries, affiliates, successors or assigns)
which derives any material revenues from the sale, lease, financing or other
transactions in new or used automobiles or other consumer vehicles.
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c. The Executive and the Company hereby acknowledge and agree
that, in the event of any breach by the Executive, directly or indirectly, of
the foregoing restrictive covenants, it will be difficult to ascertain the
precise amount of damages that may be suffered by the Company by reason of such
breach; and accordingly, the parties hereby agree that, as liquidated damages
(and not as a penalty) in respect of any such breach, the breaching party or
parties shall be required to pay to the Company, on demand from time to time,
cash amounts equal to any and all gross revenues derived by the breaching party
or parties, directly or indirectly, from any and all violative acts or
activities. The parties hereby agree that the foregoing constitutes a fair and
reasonable estimate of the actual damages that might be suffered by reason of
any breach of this Section 10 by the Executive, and the parties hereby agree to
such liquidated damages in lieu of any and all other measures of damages that
might be asserted in respect of any subject breach.
d. The Executive and the Company hereby further acknowledge
and agree that any breach by the Executive, directly or indirectly, of the
foregoing restrictive covenants will cause the Company irreparable injury for
which there is no adequate remedy at law. Accordingly, the Executive expressly
agrees that, in the event of any such breach or any threatened breach hereunder
by the Executive, directly or indirectly, the Company shall be entitled, in
addition to any and all other remedies available (including but not limited to
the liquidated damages provided for in Section 10c above), to seek and obtain
injunctive and/or other equitable relief to require specific performance of or
prevent, restrain and/or enjoin a breach under the provisions of this Section 10
without the necessity of proof of actual damages and without the necessity of
posting bond. In the event either party does apply for such injunction, the
other party shall not raise as a defense thereto that such applying party has an
adequate remedy at law.
e. In the event of any dispute under or arising out of this
Section 10, the prevailing party in such dispute shall be entitled to recover
from the non-prevailing party or parties, in addition to any damages and/or
other relief that may be awarded, its actual costs and expenses (including
actual attorneys' fees) incurred in connection with prosecuting or defending the
subject dispute.
f. Executive expressly agrees that the existence of any claims
that he has or that he may have against the Company, its affiliates or parent
companies, whether or not arising from this Agreement, shall not constitute a
defense to the enforcement by the Company of this Section 10.
SECTION 11. REASONABLENESS. Executive has carefully read and considered
the provisions of Sections 10 and 11 hereof and, having done so, agrees that the
restrictions set forth in such
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sections are fair and reasonable and are reasonably required for the protection
of the legitimate business interests of the Company.
SECTION 12. NO INCONSISTENT OBLIGATIONS. Executive represents and
warrants that no action required of him under this Employment Agreement or any
other agreements or understandings, written or oral, entered into with the
Company will conflict with, breach or otherwise impair any previously existing
agreements or understandings, whether written or oral, into which Executive has
entered with other persons or entities, including agreements with respect to
proprietary information or non-competition.
SECTION 13. NOTICES. Any notice to be given hereunder shall be deemed
to be given when delivered by hand or by overnight courier to the party for whom
the notice is intended, or three (3) days after notice is placed in the U.S.
mail properly addressed to the party for whom notice is intended, at the
following address:
If to the Company: Smart Choice Automotive Group, Inc.
5200 S. Washington Avenue
Titusville, Florida 32780
Attention: Gary Smith
If to Executive: Robert J. Downing
5200 S. Washington Avenue
Titusville, Florida 32780
SECTION 14. BINDING EFFECT AND GOVERNING LAW. This Employment Agreement
supersedes all prior understandings and agreements between the parties with
respect to the subject matter hereof. This Employment Agreement shall be binding
upon the legal representatives, heirs, distributees, successors and assigns of
the parties. The Employment Agreement contains the entire agreement of the
parties, and may not be changed orally but only in writing signed by the party
against whom enforcement of any such change is sought. It is agreed that a
waiver by either party of a breach of any provision of this Employment Agreement
shall not be operated or be construed as a waiver of any subsequent breach by
that same party. This Employment Agreement shall be governed by the laws of the
State of Florida.
SECTION 15. SEVERABILITY. In the event that any terms or provisions of
this Employment Agreement shall be held to be invalid or unenforceable by a
court of competent jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remaining terms and provisions
hereof.
SECTION 16. ASSIGNABILITY. The rights or obligations contained in this
Employment Agreement shall not be assigned,
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transferred, or divided in any manner by Executive or Company, without the prior
written consent of the other; PROVIDED, HOWEVER, that nothing in this Section 16
shall preclude: (i) Executive from designating a beneficiary to receive any
benefits hereunder upon his death, or the executors, administrator or other
legal representatives of Executive or his estate from assigning any rights
hereunder to the person(s) entitled thereto; or (ii) the Company's right to
assign this Employment Agreement to a related entity subsequent to any merger,
stock for stock exchange, reorganization, or otherwise as set forth in Section
11f. Notwithstanding the foregoing, this Employment Agreement shall be binding
on any entity which by purchase of assets, merger, or otherwise, becomes a
successor to the business of the Company.
SECTION 17. DIRECTOR & OFFICER LIABILITY INSURANCE. The Company shall
obtain Director & Officer Liability Insurance of a type that is usual and
customary for businesses similar to Company.
SECTION 18. HEADINGS. The headings of paragraph herein are included
solely for convenience of reference and shall not control the meaning or
interpretation and performance of any of the provisions of this Employment
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Employment
Agreement to be executed the day and year first above written.
COMPANY:
SMART CHOICE AUTOMOTIVE GROUP, INC.
By: /illegible/
--------------------------------
EXECUTIVE:
/s/ Robert J. Downing
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Robert J. Downing