EXHIBIT 10.2
RESCISSION AGREEMENT
THIS RECISSION AGREEMENT (the "Agreement") is made and entered into on
June 1, 2006, but effective as of October 1, 2004, among CABELTEL INTERNATIONAL
CORPORATION (formerly Greenbriar Corporation), a Nevada corporation ("GBR" or
the "Company"), RONALD C. FINLEY, an individual ("R.Finley"), JEFFREY A. FINLEY,
an individual ("J.Finley"), BRADFORD A. PHILLIPS, an individual ("B.Phillips")
and GENE E. PHILLIPS, an individual ("G.Phillips," all of R.Finley, J.Finley,
B.Phillips and G.Phillips are sometimes collectively referred to herein as the
"Individuals"), joined by ENVICON DEVELOPMENT CORP., a Nevada corporation
("Envicon"), SYNTEK WEST, INC., a Nevada corporation ("SWI"), CIC INVESTMENT
LLC, a Nevada limited liability company ("CICILLC"), and PS II MANAGEMENT LLC, a
Texas limited liability company ("PSIIMLLC," each of CICILLC and PSIIMLLC are
sometimes referred to herein as the "Transferees," and all of the signatories
hereto are collectively called the "Parties.")
W I T N E S S E T H :
WHEREAS, prior to October 12, 2004, R.Finley and J.Finley were the
collective owners of 100 shares of Common Stock, par value $1.00 per share, of
Finley Equities, Inc., a Texas corporation, converted from a Texas limited
liability company, organized by Articles of Organization filed June 9, 2004 with
the Secretary of State of Texas ("FEINC");
WHEREAS, prior to October 12, 2004, B.Phillips and G.Phillips were the
collective owners and holders of 1,000 shares of Common Stock, par value $0.01
per share, of American Realty Management, Inc., a Nevada corporation ("ARM"),
which was incorporated by Articles of Incorporation filed with the Secretary of
State of Nevada on May 2, 2002;
WHEREAS, FEINC and ARM owned prior to October 12, 2004, and at present
owns, an undivided one-half (1/2) of the equity interest in Tacaruna Holdings,
BV, a Netherlands company ("Tacaruna"), same consisting of 200 ordinary shares
having a value of (euro)100 per share, of which 100 ordinary shares are owned
and held by FEINC, and 100 ordinary shares are owned and held by ARM (all
collectively, the "TBV Stock");
WHEREAS, prior to October 12, 2004, Tacaruna owned, and at present,
Tacaruna is the owner and holder of (among other assets) 36,762 ordinary shares
(approximately 30%) having a value of (euro)1.00 per share (the "CBC Stock") of
CableTEL AD, formerly known as Cable Bulgaria AD, a company incorporated in the
Republic of Bulgaria ("CableTEL AD"), which is engaged in the telecommunications
and information services industry, and Tacaruna, through its ownership of equity
interests in one other entity indirectly owns an additional 44.8% of CableTEL
AD;
WHEREAS, for practical purposes, GBR indirectly owns and/or controls
74.8% of CableTEL AD, and the net balance of 25.2% of CableTEL AD is controlled
by Envicon, which owns 36% of another entity which, in turn owns 70% of CableTEL
AD;
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WHEREAS, pursuant to an Acquisition Agreement dated October 12, 2004
among GBR, R.Finley, J.Finley, B.Phillips and G.Phillips (the "Acquisition
Agreement"), GBR issued to the four individuals an aggregate of 31,500 shares of
Series J 2% Cumulative Preferred Stock having a liquidation value of $1,000 per
share (the "Preferred Stock") in exchange for all of the issued and outstanding
equity interests of FEINC and ARM, all to the end that GBR became the sole
stockholder of FEINC and ARM, which in turn owned all of the issued and
outstanding ordinary shares of Tacaruna, which in turn owned directly and
indirectly 74.8% of CableTEL AD, and the four individuals received in exchange
therefor all 31,500 shares of the Preferred Stock of GBR (all collectively the
"Exchange Transaction");
WHEREAS, on February 15, 2005, B.Phillips sold and transferred 1,575
shares of the Preferred Stock (while retaining another 1,575 shares of the
Preferred Stock) to PSIIMLLC, a Texas limited liability company owned by a trust
for the benefit of the children of B.Phillips;
WHEREAS, on February 16, 2005, G.Phillips contributed all 12,600 shares
of the Preferred Stock held by him to CICILLC, a Nevada limited liability
company, of which G.Phillips is the sole member;
WHEREAS, on July 29, 2005, the Parties entered into Amendment No. 1 to
the Acquisition Agreement ("Amendment No. 1"), which extended certain
performance dates;
WHEREAS, GBR and the other Parties to this Agreement have reviewed the
significant capital and financial requirements involving the ultimate ownership
and support of a direct and indirect interest in CableTEL AD, its continuing
growth requirements, and additional time and expense of operating a growing
business in Bulgaria in the midst of a consolidating communications industry in
Eastern Europe, including negotiations and discussions concerning the
acquisition of up to ten other cable networks within Bulgaria to consolidate
with or into CableTEL AD which requires significant capital and financing
sources;
WHEREAS, GBR has been involved in discussions with various sources of
financing for the future growth and current operations costs of CableTEL AD,
including with other potential parties which have expressed an interest in
acquiring either the assets of CableTEL AD or a significant equity interest in
the cable operations of CableTEL AD, which has resulted in GBR and the
Individuals' reviewing the original transaction, the going forward requirements
under the Acquisition Agreement, and tax and financial benefits or detriments to
GBR and the Individuals collectively, all concluding that the Exchange
Transaction should be rescinded and reversed by delivery to the Individuals from
GBR of the entire equity interest of FEINC to R.Finley and J.Finley in their
original proportions, and re-delivery to B.Phillips and G.Phillips of the entire
equity interest of ARM in their original proportions, in exchange for the
re-delivery by all of the Individuals or their Transferees (including CICILLC
and PSIIMLLC) of all of the issued and outstanding 31,500 shares of the
Preferred Stock for cancellation or future issuance in GBR's sole discretion,
together with reimbursement to GBR of certain additional expenses incurred since
October 12, 2004, and delivery of a sum of money to GBR for the additional costs
and expenses it suffered during the period of indirect ownership, all as set
forth below on such rescission to GBR;
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ACCORDINGLY, for and in consideration of the foregoing premises, the
mutual promises, covenants, representations and warranties contained herein and
on the terms and subject to the conditions set forth herein, and for other good
and valuable consideration, the receipt, sufficiency and adequacy of which is
hereby acknowledged by all of the Parties hereto, the Parties hereto do hereby
agree as follows:
2. Adoption of Recitals. The Parties hereto do hereby adopt, ratify and confirm
the foregoing recitals in the same manner as if fully recopied herein.
3. Termination and Rescission of Original Transaction; Transfer and Assignment
of Securities. Upon the terms and subject to the conditions herein, and upon the
performance of the Parties hereto of their respective obligations hereunder, GBR
and the Individuals, joined by the Transferees, hereby agree that the
transaction covered by the Acquisition Agreement shall be and hereby is
rescinded in its entirety ab initio, pursuant to which each Party will return as
appropriate to the originating Party the respective securities held prior to
October 12, 2004, and to effectuate such rescission:
(a) GBR hereby assigns, transfers and conveys all of GBR's right, title
and interest in and to the following securities, free and clear of any
liens, claims or encumbrances, by execution and delivery of appropriate
assignments and/or stock powers with respect to such interests as
follows:
(i) to R.Finley and J.Finley, all shares of stock, whether
Common or Preferred, of FEINC in the proportion of 90 shares
to R.Finley and 10 shares to J.Finley of the Common Stock of
FEINC, same to constitute all (i.e., 100%) of the issued and
outstanding Common Stock and voting securities of FEINC, and
(ii) to B.Phillips and G.Phillips, all shares of stock,
whether Common or Preferred, of ARM in the proportion of 200
shares to B.Phillips and 800 shares G.Phillips of the Common
Stock of ARM, same to constitute all (i.e., 100%) of the
issued and outstanding Common Stock and voting securities of
ARM.
Each of the Individuals hereby agrees to be bound by all of the terms
of the respective shares of stock received by each of the Individuals
pursuant to this Agreement in the same manner as if each of the
Individuals had continued to be the owner and holder of the respective
shares of Common Stock in FEINC and/or ARM, as the case may be, without
any prior conveyance to GBR.
(b) Correspondingly, each of the Individuals and the Transferees hereby
assign, transfer and convey unto GBR all of the Individuals' and the
Transferees' respective right, title and interest in and to any shares
of the Preferred Stock held by any of the Individuals or the
Transferees at any time from the date of the Acquisition Agreement to
the date of this Agreement, which shall constitute in the aggregate the
reconveyance to GBR of 31,500 shares of Preferred Stock of GBR. As
further consideration for the transaction covered hereby, GBR shall
cancel the 31,500 shares of GBR Preferred Stock upon its receipt of
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certificates therefor pursuant to this Agreement. (c) EDC Global CN
Corp., a Nevada corporation (which is owned by Envicon) and ARM, have
assumed, by separate assumption agreement, all indebtedness incurred by
GBR since October 1, 2004, incurred in connection with or related to
advances by GBR to CableTEL AD or Tacaruna to fund the operation of
CableTEL AD, and GBR has been relieved of all debt related to CableTEL
AD.
(d) R.Finley, prior to or contemporaneously with the execution of this
Agreement has resigned as an officer and director of GBR and all of its
subsidiaries.
(e) GBR will, as soon as reasonably practicable, and subject to its
compliance with all applicable American Stock Exchange, Inc. ("AMEX")
and federal securities laws, change its name to a name which does not
include the word "Cable" or "Cabel."
4. Payment and Delivery. In addition to the exchange of securities described in
paragraph 2 above, SWI (on behalf of the Individuals and the Transferees,
collectively) shall make payment to GBR of a "break-up fee" in a form acceptable
to GBR of the aggregate sum of $1,500,000 representing a reimbursement to GBR of
additional costs and expenses incurred and paid by GBR during the period from
October 12, 2004 through the date of this Agreement which GBR would not have had
to expend but for some involvement with CableTEL AD and representing additional
consideration for GBR's entry into this Agreement.
5. Responsibility for Litigation. GBR is currently a named defendant in Cause
No. 05-12021 styled Cable Partners Bulgaria, LLC and Cable Partners Europe, LLC
v. CabelTel International Corporation f/k/a Greenbriar Corporation, et al. (the
"CP Proceeding"), and may in the future become a party to other proceedings
involving GBR's relationship with the Parties to this Agreement and/or CableTEL
AD (the "Other Proceedings"). Notwithstanding any other provision of this
Agreement, Envicon by separate instrument shall assume control of and be
responsible for the CP Proceeding and all Other Proceedings with respect to GBR
and shall become obligated for all costs and expenses related thereto, and
Envicon shall indemnify, defend and save and hold GBR harmless from and against,
for and in respect of any and all "Losses" (as defined below) which GBR may
sustain based upon, arising out of or otherwise in respect of (i) the CP
Proceeding, or (ii) the Other Proceedings, and/or (iii) GBR's affiliation with
CableTEL AD prior to the date of this Agreement or any of the parties hereto
with respect to the matters described in the recitals to this Agreement. For the
purposes hereof, the terms "Loss" and/or "Losses" shall mean and be any and all
losses, liabilities, damages, deficiencies, costs or expenses, penalties,
interest, reasonable attorneys' and accountants' fees and disbursements and any
punitive, consequential or exemplary damages or any similar damages to GBR
resulting from or as a result of subpart (i), (ii) or (iii) above.
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6. Effective Date of Transaction for Tax and Accounting Purposes.
Notwithstanding the actual date of execution of this Agreement or any stated or
deemed effective date, the date of actual transfer of the securities or cash
under this Agreement, the Parties hereby agree that for tax and accounting
purposes, the transaction covered by this Agreement is a rescission and shall be
deemed to be effective as of the original date of the Acquisition Agreement and
the Effective Date stated therein which was October 1, 2004.
7. No Admission. Nothing contained in this Agreement shall be deemed to be or
construed as an admission of liability by any of the Parties hereto with respect
to any claims of any kind or nature or the subject matter of this Agreement or
otherwise, all of which are disputed. Each of the undersigned hereby represents
and warrants to the other that each signatory hereto has not transferred or
assigned any claims or causes of action or any part thereof, if any, against any
other Party, whether or not previously asserted.
8. Representations and Warranties of GBR. GBR hereby represents and warrants to
the Individuals and agrees with the Individuals that the following
representations and warranties are true, complete and correct as of the date of
this Agreement and shall survive the date of this Agreement as provided herein:
(a) Organization. GBR is a corporation duly-organized, validly-existing
and in good standing under the laws of the State of Nevada. GBR has the
corporate power and authority to acquire and own and cancel the GBR
Preferred Stock. This Agreement is a valid and binding obligation of
GBR enforceable in accordance with its terms, and GBR has the full
power and authority (corporate and otherwise) to perform its
obligations under this Agreement.
(b) Authority Relative to this Agreement. GBR has the requisite power
and authority to enter into, execute and deliver this Agreement and to
consummate and perform all of the transactions contemplated hereby. The
execution and delivery of this Agreement by GBR and the consummation
and performance of the transaction as contemplated hereby have been
duly and validly authorized by all necessary corporate or other
proceedings, and this Agreement constitutes the valid and legally
binding obligation of GBR enforceable in accordance with its terms. The
execution, delivery, consummation and performance of this Agreement by
GBR will not conflict with, result in the breach of or a violation of
any term or provision of, or constitute a default under, the Articles
of Incorporation, as amended, or Bylaws of GBR, nor conflict with,
result in any breach or violation of any material term or provision of
or constitute a material default under, any statute, indenture,
mortgage, deed of trust, note agreement or other agreement or
instrument to which GBR is a party or by which it is bound.
9. Representations and Warranties of the Individuals and the Transferees.
(a) Organization. Each of the Transferees is a limited liability
company duly-organized, validly existing and in good standing under the
laws of the State of Nevada. Each of the Transferees has the requisite
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power and authority to make the transfers and commitments set forth in
this Agreement. This Agreement is a valid and binding obligation of the
Transferees and the Individuals in accordance with its terms, and each
of the Individuals and Transferees has the full power and authority
(corporate and/or otherwise) to perform its obligations under this
Agreement.
(b) Authority Relative to this Agreement. Each of the Individuals and
the Transferees has the requisite power and authority to enter into,
execute and deliver this Agreement and to consummate and perform all of
the transactions contemplated hereby. The execution and delivery of
this Agreement by the Individuals and the Transferees and the
consummation and performance of the transactions as contemplated hereby
have been duly and validly authorized by all necessary proceedings of
any governing body or person required to consent, and this Agreement
constitutes the valid and legally binding obligation of each of the
Individuals and the Transferees enforceable in accordance with its
terms. The execution, delivery, consummation and performance of this
Agreement by each of the Individuals and the Transferees will not
conflict with, result in the breach of or violation of any term or
provision of, or constitute any default under any governing documents
of the Transferees nor conflict with, result in any breach or violation
of any material term or provision of or constitute a material default
under, any statute, indenture, mortgage, deed of trust, note agreement
or instrument to which any of the Individuals or the Transferees is a
party, or by which any of the Individuals or the Transferees is bound.
10. Survival of Representations, Warranties and Covenants. All representations,
warranties, covenants and agreements of GBR, the Individuals and the Transferees
hereunder shall, except as otherwise expressly stated in such item, survive the
date of this Agreement until the applicable expiration of the statute of
limitations and all certificates and other documents delivered hereunder or to
be delivered from one Party to any other Party are true or will be true when
delivered and will survive the date of this Agreement until the applicable
expiration of the statute of limitations except as otherwise expressly stated in
such item or are waived in writing. Each of the Parties hereto hereby agree to
indemnify, save and hold the other Parties harmless from and against any and all
loss, claim, expense, demand, damage or liability arising from or related to a
breach of any one or more of the representations, warranties, covenants and
agreements set forth in this Agreement.
11. Certain Covenants. Each of the Parties hereby covenant to the others and
agree with the others as follows:
(a) Access to Information and Records. On and after the date of this
Agreement, each of the Parties hereto shall give to the other Parties
hereto, their respective counsel, accountants and other representatives
reasonable access, during normal business hours, without unreasonably
interfering with the respective business operations of each, to all
information, books and records of or relating to matters involving the
Acquisition Agreement, CableTEL AD, or any of the other entities
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mentioned in this Agreement, and to make copies therefrom or extracts
therefrom and will furnish each other all documents and information
with respect thereto as each other may from time to time reasonably
request in connection with the preparation of reports, tax returns,
litigation, compliance reports or other matters to which any of the
Parties hereto is subject. In due course, it is contemplated that each
of the Parties hereto will file tax returns and/or prepare financial
statements and/or reports to governmental agencies which will require
access to information in the possession of certain of the other
Parties.
(b) No Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by the Parties
directly without the intervention of any other Person as the result of
any act of any of the Parties hereto which might give rise to any valid
claim against any Party hereto for a brokerage commission or like
payment. Each of the Parties hereto hereby agrees to indemnify, save
and hold harmless the other Parties from and against any such claim of
any such Person.
12. Benefit to GBR. The Acquisition Agreement, as amended by Amendment No. 1,
provided that in the event the stockholders of GBR did not approve by the
requisite number of votes either the transaction covered by the Acquisition
Agreement or a contemplated mandatory exchange of shares of Common Stock for
shares of Preferred Stock described in the Acquisition Agreement, that the
holders of the Preferred Stock would have the option, exercisable by all, but
not less than all, at any time after June 30, 2006 until 12:00 noon, local
Dallas, Texas time on June 30, 2007 (i.e., a "Put Option"), to either (i)
rescind in full and revoke the transaction covered by the Acquisition Agreement
by returning all 31,500 shares of Preferred Stock to GBR, upon which GBR would,
within two (2) Business Days, deliver back to such holders all equity securities
of any entity owning all of the ordinary shares and other securities of Tacaruna
BV or CableTEL AD, or (ii) deliver to GBR all 31,500 shares of Preferred Stock
of GBR and receive in exchange therefor all of the ordinary shares and other
securities of Tacaruna BV outstanding and owned by GBR such that the holders
would become the owner and holder of all of the issued and outstanding
securities of Tacaruna BV, which in turn, continued to own directly and
indirectly 74.8% of CableTEL AD. The effect of the transactions contemplated by
this Agreement is to void or otherwise render incapable of satisfaction the
potential rescission contemplated by the Acquisition Agreement as the Parties
hereto have entered into an alternate arrangement rescinding the transaction ab
initio, with the result being that GBR receives back all of the Preferred Stock
for cancellation, receives a reimbursement of certain costs and expenses
incurred, and receives an additional sum of money. Such original transaction
contemplated by the Acquisition Agreement, if it had ultimately been consummated
through the mandatory exchange of shares of Common Stock for Preferred Stock,
would have resulted in the existing holders of Common Stock of GBR holding the
equivalent of ten percent (10%), plus in GBR which would be subject to
significant funding requirements to support CableTEL AD. While the arrangement
covered by this Agreement is not exactly the same, it is comparatively believed
by the Parties hereto to be fair to the Common Stockholders of GBR and
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potentially more beneficial to such stockholders in the future as it does not
require GBR to fund the operations of CableTEL AD in the future, and provides a
break-up fee to GBR in excess of GBR's incurred costs related to CableTEL AD
over a nineteen-month period.
13. No Other Inducements; Voluntary Execution. In making this Agreement, each of
the Parties hereto understand and represent to each other that they have relied
solely on their own judgment, belief and knowledge of the nature and extent of
the matters set forth herein, and each of the Parties hereto represent and
covenant that they have not been influenced to any extent whatsoever in making
this Agreement by any representations or statements made by any Person or entity
other than the representations specifically set forth herein. Each of the
Parties hereby acknowledge by their respective execution below and represent to
each other that they have read this Agreement, that they fully understand it,
that each has had the benefit of the advice of counsel of their own choosing,
that each has relied solely and completely upon their own judgment and the
advice of their own counsel in entering into this Agreement, that no promise,
inducement or agreement not herein expressed has been made to the Parties, that
each Party is authorized to execute this Agreement, and that each has executed
it as his or its own free will and accord. It is expressly understood and agreed
by all of the Parties hereto that the terms of this Agreement are contractual
and not mere recitals.
14. Miscellaneous. The following provisions form a part of this Agreement:
(a) Costs and Expenses. Except as otherwise provided in this Agreement,
each Party hereto shall bear its own costs, expenses and fees incurred
or assumed by such Party in the preparation or execution of this
Agreement and in complying with the covenants and conditions herein,
whether or not the transactions contemplated hereby shall be
consummated.
(b) Notices. Any notice or other communication required or permitted to
be given by this Agreement or any other document or instrument referred
to herein or executed in connection herewith must be given in writing
(which may be by telecopy followed by mail or personal delivery), and
must be personally delivered or mailed by prepaid, certified or
registered mail, to the Party to whom such notice or communication is
directed, at the address of such Party set forth opposite his name on
the signature pages to this Agreement. Subject to the other provisions
of this Agreement, any Party may change its address (or redesignate the
Person to whom such notice shall be delivered) for purposes of this
Agreement by giving notice of such change to the other Party pursuant
to this section. In each instance, with respect to any such notice so
given, it shall only be effective upon receipt by the Party intended to
receive same.
(c) Further Cooperation. To the extent that any Party's further
approval or other action is deemed necessary or desirable by the other
Party in order to effectuate the terms and conditions of this Agreement
and the conveyances, the Parties hereby agree to execute all reasonable
documents and all actions reasonably requested by the other Party to
effectuate the terms and conditions of this Agreement.
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(d) Contents of Agreement; Parties-in-Interest; Assignments. This
Agreement, together with the exhibits annexed hereto and other
documents executed in connection with the Closing, sets forth the
entire understanding of the patties with respect to the actions
contemplated hereby and any previous agreements or understandings
between the Parties regarding the subject matter hereof is merged into
and superseded by this Agreement. All representations, warranties,
covenants, terms, conditions and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of the Parties hereto. This Agreement
may not be assigned by either Party hereto without the prior written
consent of the other Party.
(e) Captions. The captions or titles of any paragraph or provision of
this Agreement or any exhibit annexed hereto are for convenience of
reference only, are not to be construed as a part of this Agreement,
and shall not operate or be construed as defining or limiting in any
way the scope of any provision hereof
(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 collectively shall constitute one and the same instrument
representing the agreement between the Parties hereto, and it shall not
be necessary for the proof of this Agreement that any Party produce or
account for more than one such counterpart.
(g) Modification or Waiver. This Agreement may be amended, modified or
superseded and any of the terms, covenants, representations, warranties
or conditions hereof may be waived, but only by a written instrument
executed by the Parties hereto. No waiver of any nature, in any one or
more instance, shall be deemed to be or be construed as a as a further
or continued waiver of any condition or any breach of any other term,
covenant, representation or warranty in this Agreement. This Agreement
and each revision hereof may not waived, altered, amended or modified,
except in writing, duly executed by both Parties.
(h) Governing Law and Enforcement. This Agreement shall be construed
and enforced in accordance with the laws of the State of Texas, the
state in which it was negotiated, executed and delivered. Should any
clause, sentence, section or paragraph of this Agreement be judicially
or administratively declared to be invalid, unenforceable or void under
the laws of the State of Texas or the United States of America, or any
agency or subdivision thereof, such decision shall not have the effect
of invalidating or voiding the remainder of this Agreement and the
Parties hereto agree that the part or parts of this Agreement so held
to be valid, unenforceable or void shall be deemed to have been deleted
herefrom and the remainder shall have the same force and effect as if
such part or parts had never been included herein. In the event any
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Party hereto shall fail to perform any of its obligations under this
Agreement such Party hereby agrees to pay all reasonable expenses,
including attorneys' fees, which may be incurred by any Party hereto
which is successful in enforcing this Agreement.
(i) Facsimile; Electronic Transmission. This Agreement may be
transmitted by facsimile or electronic transmission, and it is the
intent of the Parties for the facsimile of an autograph reproduced by a
receiving facsimile machine or computer to be an original signature,
and for the facsimile and any complete photocopy of this Agreement to
be deemed an original counterpart.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date and year first above written in multiple counterparts,
each of which shall constitute one and the same instrument.
Addresses, Telephone Nos.,
Facsimile Nos., etc., for Notices
CABELTEL INTERNATIONAL
CORPORATION, formerly Greenbriar
Corporation, a Nevada corporation
1755 Wittington Place, Suite 340 By: /s/ Gene S. Bertcher
Dallas, Texas 75234 -------------------------------
972-407-8400 (Telephone) Gene S. Bertcher, President and
972-407-8436 (Facsimile) Chief Financial Officer
/s/ Ronald C. Finley
(Telephone) -------------------------------
(Facsimile) Ronald C. Finley
/s/ Jeffrey A. Finley
(Telephone) -------------------------------
(Facsimile) Jeffrey A. Finley
1800 Valley View Lane, Suite 300
Dallas, Texas 75234 /s/ Bradford A. Phillips
(Telephone) -------------------------------
(Facsimile) Bradford A. Phillips
1800 Valley View Lane, Suite 300
Dallas, Texas 75234 /s/ Gene E. Phillips
(Telephone) -------------------------------
(Facsimile) Gene E. Phillips
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The following have joined in this Agreement by their respective
execution below:
CIC INVESTMENT LLC, a Nevada
limited liability company
1800 Valley View Lane By: /s/ Gene E. Phillips
Suite 300 -------------------------------
Dallas, Texas 75234 Name: Gene E. Phillips
(Telephone) Title: Manager
(Facsimile)
PS II MANAGEMENT LLC, a Texas
limited liability company
1800 Valley View Lane
Suite 300 By: /s/ Bradford A. Phillips
Dallas, Texas 75234 -------------------------------
(Telephone) Name: Bradford A. Phillips
(Facsimile) Title: President
ENVICON DEVELOPMENT CORP.,
a Nevada corporation
1800 Valley View Lane
Suite 300 By: /s/ Ken L. Joines
Dallas, Texas 75234 -------------------------------
(Telephone) Name: Ken L. Joines
(Facsimile) Title: Vice President
SYNTEK WEST, INC., a Nevada
corporation
By: /s/ Gene E. Phillips
1755 Wittington Place, Suite 340 -------------------------------
Dallas, Texas 75234 Name: Gene E. Phillips
(Telephone) Title: President
(Facsimile)
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