Exhibit 10.1 














VOTING AGREEMENT 



BY AND AMONG 



SECURITY WITH ADVANCED
TECHNOLOGY, INC. 



PEPPERBALL
TECHNOLOGIES, INC. 



AND 



CERTAIN STOCKHOLDERS
OF PEPPERBALL TECHNOLOGIES, INC. 



Dated as of May 27,
2008 


















VOTING AGREEMENT 



        VOTING
AGREEMENT (the “Agreement”), dated as of May 27, 2008, by and among
PepperBall Technologies, Inc., a Delaware corporation (“PepperBall”),
Security With Advanced Technology, Inc., a Colorado corporation (“SWAT”),
and the individuals listed on Schedule A attached hereto (each a
“Stockholder” and collectively, the “Stockholders”). 



RECITALS 



        WHEREAS,
SWAT and PepperBall have negotiated a term sheet which describes the terms upon which PTI
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SWAT
(“Merger Sub”), will merge with and into PepperBall with PepperBall
surviving as the continuing entity (the “Merger Transaction”). 



        WHEREAS,
as an inducement to SWAT and Merger Sub to consummate the Merger Transaction pursuant to
an agreement and plan of merger and reorganization (the “Merger
Agreement”), PepperBall and the Stockholders have agreed to enter into this
Agreement. 



        WHEREAS,
as of the date hereof, each Stockholder is the registered owner of, or has the power to
vote, the number of shares of common stock of PepperBall (“PepperBall Common
Stock”) and/or the number of shares of preferred stock of PepperBall
(“PepperBall Preferred Stock” and, together with the PepperBall Common
Stock, the “PepperBall Stock”); as indicated on Schedule A. 



        NOW,
THEREFORE for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 



AGREEMENT 



     1.    
          Voting of Shares. 



        (a)    Voting
of Shares and Proxy. During the Term (as defined below) of this           Agreement,
at every meeting of the stockholders of PepperBall called, and at           every
adjournment hereof, and on every action or approval by written consent of           the
stockholders of PepperBall, each Stockholder shall vote (or cause to be           voted)
the Shares (as defined in Section 1(b) below) owned by such
          Stockholder: (i) in favor of the adoption of the Merger Agreement and the
          other transactions contemplated by the Merger Agreement; (ii) against any
          proposal for any merger, consolidation, sale of assets, recapitalization or
          other business combination involving PepperBall (other than the Merger
          Transaction) or any other action or agreement that would result in a breach of
          any covenant, representation or warranty or any other obligation or agreement
of           PepperBall under the Merger Agreement or which would result in any of the
          conditions to PepperBall’s obligations under the Merger Agreement not
being           fulfilled; and (iii) in favor of any other matter required under the
Merger           Agreement to close the Merger Transaction.  




1 











        (b)              “Shares” shall
mean: (i) all securities of PepperBall (including           all shares of PepperBall
Stock and all options, warrants and other rights to           acquire PepperBall Stock)
owned by each Stockholder as of the date of this           Agreement; and (ii) all
additional securities of PepperBall (including all           shares of PepperBall Stock
and all additional options, warrants and other rights           to acquire PepperBall
Stock) of which each Stockholder acquires ownership during           the Term of this
Agreement. In the event of a stock dividend or distribution, or           any change in
PepperBall Stock by reason of any stock dividend or distribution,           or any
change, in PepperBall Stock by reason of any stock dividend, split-up,
          recapitalization, combination, exchange of shares or the like, the term
          “Shares” shall be deemed to refer to and include the Shares as well
as           all such stock dividends and distributions and any securities into which or
for           which any or all of the Shares may be changed or exchanged or which are
received           in such transaction.  




        (c)              Concurrently
with the execution of this Agreement, each Stockholder agrees to           deliver to
SWAT a proxy in the form attached hereto as Exhibit A          (the “Proxy”),
which shall be irrevocable to the fullest extent           permissible by law during the
Term of this Agreement, with respect to the Shares           owned by each Stockholder.  




     2.    
          Restrictions on Transfer of Shares. 



        (a)    Restrictions
on Transfer of Shares Prior to the Consummation of the Merger           Transaction.
During the Term of this Agreement, each Stockholder hereby           agrees not to take
any of the following actions, except in accordance with           subsection (b) of
this Section 2: (i) tender any of the           Stockholder’s
Shares; (ii) sell, transfer, distribute, pledge,           encumber, assign or
otherwise dispose of (or enter into any transaction or           device that is designed
to, or could reasonably be expected to, result in the           disposition by any person
at any time in the future of) any of the           Stockholder’s Shares; (iii) enter
into any swap or other derivatives           transaction that transfers to another, in
whole or in part, any of the economic           benefits or risks of ownership of any of
the Stockholder’s Shares;           (iv) enforce or permit the execution of the
provisions of any redemption,           share purchase or sale, recapitalization or other
agreement with PepperBall           (except with respect to the approval of the Merger
Agreement), (v) deposit           any of the Stockholder’s Shares into a voting
trust or depositary facility           or, except as contemplated hereby, enter into a
voting agreement or arrangement           with respect to any Shares or grant any proxy
with respect thereto; or           (vi) enter into any contract, option or other
arrangement or understanding           with respect to or consent to the offer for sale,
sale, transfer, pledge,           encumbrance, assignment or other disposition of, any of
its Shares (any           transaction referred to in clause (i), (ii), (iii), (iv), (v)
or (vi) is           hereinafter referred to as a “Transfer”).  




        (b)              Notwithstanding
subsection (a) above, each Stockholder may take an action           described in
subsection (a) of this Section 2 if (i) SWAT           gives its
prior written consent to such action or (ii) the proposed           transferee shall
have executed a counterpart of this Agreement and shall have           agreed to hold
such Shares or interest in such Shares subject to all of the           terms and
provisions of this Agreement.  




        (c)              Except
as permitted by Section 2(b), during the Term of this Agreement, no           Stockholder
shall request that PepperBall or its transfer agent register the           Transfer
(book-entry or otherwise) of any certificate or uncertificated interest
          representing any of such Stockholder’s Shares, and each Stockholder hereby
          consents to the entry of stop transfer instructions by PepperBall of any
          Transfer of such Stockholder’s Shares, unless such Transfer is made in
          compliance with this Agreement.  




2 











        (d)              (d)
Except as permitted by Section 2(b), during the Term of this Agreement,
          PepperBall will not register the Transfer (book-entry or otherwise) of any
          certificate or uncertified interest representing any of the Stockholder’s
          Shares and will enter a stop transfer instruction on any Transfer attempted in
          violation of this Agreement.  




     3.    
          Representations and Warranties; Additional Covenants of the Stockholders.
          Each Stockholder hereby represents and warrants and covenants to SWAT as
          follows: 



        (a)    Authorization.
Each Stockholder has the power, corporate or otherwise,           and authority to enter
into this Agreement and to carry out its obligations           hereunder. The execution
and delivery of this Agreement and the consummation of           the transactions
contemplated hereby by each Stockholder have been duly and           validly authorized
by such Stockholder and no other proceedings, corporate or           otherwise, on the
part of the Stockholder is necessary to authorize the           execution and delivery of
this Agreement or the performance by the Stockholder           of its obligations
hereunder. The Agreement has been duly and validly executed           and delivered by
the Stockholder and constitutes the legal, valid and binding           obligation of such
Stockholder, enforceable against such Stockholder in           accordance with its terms.  




        (b)    No
Conflict. The execution, delivery and performance of this Agreement           and the
consummation of the transactions contemplated hereby will not           (i) conflict
with or result in any breach of any provision of the           certificate of
incorporation, bylaws or similar organizational documents, if           any, of
Stockholder, or (ii) result in a violation or breach of, or           constitute
(with or without due notice or lapse of time or both) a default (or           give rise
to any right of termination, amendment, cancellation or acceleration)           under,
any of the terms, conditions or provisions of any note, bond, mortgage,
          indenture, lease, license, contract, agreement or other instrument or
obligation           to which Stockholder is a party or by which any of its properties or
assets           including the Shares may be bound, or (iii) violate any order,
writ,           injunction, decree, judgment, permit, license, ordinance, law, statute,
rule or           regulation applicable to Stockholder or any of its properties or assets
          including the Shares.  




        (c)    Title
to Shares. Stockholder is the registered or beneficial owner of its           Shares
free and clear of any lien or encumbrance, proxy or voting restriction           other
than pursuant to this Agreement. Such Shares are all the securities of
          PepperBall owned of record or beneficially by Stockholder on the date of this
          Agreement.  




        (d)    Accredited
Investor. Stockholder is an “accredited investor”          within the
meaning of the United States Securities and Exchange Commission           (“SEC”)
Rule 501 of Regulation D, as presently in effect.  




        (e)    Reliance
by SWAT. Each Stockholder acknowledges that the execution and           delivery of
this Agreement is a material and substantial inducement for SWAT and           Merger Sub
to execute and deliver the Merger Agreement.  




        (f)    Certain
Actions. During the Term of this Agreement, each Stockholder           agrees not to,
directly or indirectly, take any other action that would make any
          representation or warranty of Stockholder contained herein untrue or incorrect.  




3 











        (g)    Conversion.
Each Stockholder agrees to convert any shares of PepperBall           Preferred Stock
held by it into PepperBall Common Stock conditioned upon, and           immediately prior
to, the consummation of the Merger Transaction or to exchange           any shares of
PepperBall Preferred Stock held by it for SWAT Common Stock           conditioned upon,
and concurrently with, the consummation of the Merger           Transaction, in
accordance with the terms of PepperBall’s Certificate of           Incorporation, as
amended.  




        (h)    No
Solicitation. During the Term of this Agreement, except as permitted           by
Section of 5.5(b) of the Merger Agreement and solely to the extent of and in
          the Stockholder’s capacity as an officer or director of PepperBall, the
          Stockholder will not, directly or indirectly, and will instruct the
          Stockholder’s agents, representatives, affiliates, employees, officers and
          directors not to, directly or indirectly, solicit, initiate or knowingly
          encourage (including by way of furnishing nonpublic information), or take any
          other action knowingly to facilitate, any inquires or the making of any
proposal           or offer (including, without limitation, any proposal or offer to the
          Stockholders of PepperBall) that constitutes, or may reasonably be expected to
          lead to, any acquisition of PepperBall (an “Acquisition”), or
          enter into or maintain or continue discussion or negotiate with any person or
          entity in furtherance of such inquires to obtain an Acquisition, or agree to or
          endorse an Acquisition, or authorize or permit any of the agents,
          representatives, affiliates (other than in the case of a limited partnership,
          the limited partners hereof), employees, officers and directors, to take any
          such action for each Stockholder who is also an officer or director of
          PepperBall. Stockholder shall notify SWAT immediately after receipt by
          Stockholder or any of Stockholder’s agents, representatives, affiliates,
          employees, officers and directors, of any proposal for, or inquiry respecting,
          an Acquisition or any request for nonpublic information in connection with such
          a proposal or inquiry, or for access to the properties, books or records of
          PepperBall by any person or entity that informs or has informed PepperBall or
          Stockholder that it is considering making or has made such a proposal or
          inquiry. Such notice to SWAT shall indicate in reasonable detail the identity
of           the person making the proposal or inquiry and the terms and conditions of
such           proposal or inquiry. Stockholder immediately shall cease and cause to be
          terminated all existing discussions or negotiations with any parties conducted
          heretofore with respect to an Acquisition, except in respect of the
transactions           contemplated by this Agreement, to the extent that such
Stockholder is also an           officer or director of PepperBall. Nothing contained in
this Section 3(g)           shall restrict, limit or prohibit the officers,
directors, employees and           principal stockholders of PepperBall from complying
with their fiduciary duties           to the stockholders of PepperBall including,
without limitation, the provisions           of Section 5.5(b) of the Merger
Agreement.  




        (i)    Acknowledgment
and Approval of the Merger Agreement. The Stockholder           hereby acknowledges
and agrees that the Stockholder has received a copy of the           Merger Agreement and
that the Stockholder has reviewed and understands the terms           hereof.  




        (j)    Ownership.
Nothing contained in this Agreement shall be deemed to vest in           SWAT any direct
or indirect ownership or incidence of ownership of or with           respect to any of
the Stockholder’s Shares. Except as otherwise provided           herein, all rights,
ownership and economic benefits of and relating to the           Stockholder’s
Shares shall remain and belong to the Stockholder, and SWAT           shall not have any
authority to manage, direct, superintend, restrict, regulate,           govern, or
administer any of the policies or operations of PepperBall or           exercise any
power or authority to direct Stockholder in the voting of any of           Stockholder’s
Shares, except as otherwise provided herein, or the           performance of Stockholder’s
duties or responsibilities as a Stockholder of           PepperBall.  




4 











4.     General
Provisions.  



        (a)    Notices.
All notices and other communications given or made pursuant this           Agreement
shall be in writing and shall be deemed given, (i) five business           days
following sending by registered or certified mail, postage prepaid,           (ii) when
sent if sent by facsimile; provided, however, that the facsimile           is promptly
confirmed by telephone confirmation thereof, (iii) when           delivered, if
delivered personally to the intended recipient, and (iv) one           business day
following sending by overnight delivery via a national courier           service, and in
each case, addressed to a party at the following address for           such party (or at
such other addresses as shall be specified by notice given in           accordance with
this Section 4):  





	 	
if
to SWAT: 






	 	
Security
With Advanced Technology, Inc. 
                1722 Boxelder St., Suite 101 
                 Louisville,
CO  80027  
Attention: Jeffrey McGonegal, CEO 
Facsimile No.: (303) 439-0414  






	 	
with
a copy to: 






	 	
Brownstein
Hyatt Farber Schreck, LLP                   
410 17th Street, 22nd Floor

                  Denver, CO  80202                   
Attention: Adam J. Agron, Esq.

                  Facsimile No.: (303) 223-1111 






	 	
if
to a Stockholder: 






	 	
then
to the address for such Stockholder listed on the records of PepperBall 






	 	
if
to PepperBall: 






	 	
PepperBall
Technologies, Inc.                  
 6142 Nancy Ridge Drive, Suite 101

                  San Diego, CA  92121                   
Attention: Eric P. Wenaas, CEO

                  Facsimile No.: (858) 202-0078 














5











	 	
with
a copy to: 






	 	
Morrison
& Foerster LLP                   
12531 High Bluff Drive                   
San Diego, CA
92130                  
 Attention: Scott M. Stanton, Esq.                   
Facsimile
No.: (858) 720-5125 












        (b)    Descriptive
Headings. The descriptive headings herein are inserted for           convenience of
reference only and are not intended to be part of or to affect           the meaning or
interpretation of this Agreement.  




        (c)    Severability.
The provisions of this Agreement shall be deemed severable           and the invalidity
or unenforceability of any provision shall not affect the           validity or
enforceability of the other provisions hereof. If any provision of           this
Agreement, or the application hereof to any person or any circumstance, is
          invalid or unenforceable, (i) a suitable and equitable provision shall be
          substituted therefor in order to carry out, so far as may be valid and
          enforceable, the intent and purpose of such invalid or unenforceable provision
          and (ii) the remainder of this Agreement and the application of such
          provision to other persons or circumstances shall not be affected by such
          invalidity or unenforceability, nor shall such invalidity or unenforceability
          affect the validity or enforceability of such provision, or the application
          hereof, in any other jurisdiction.  




        (d)    Entire
Agreement; Amendment; Waiver. This Agreement, the Proxy and the           Merger
Agreement constitute the entire agreement of the parties and supersede           all
prior agreements and undertakings, both written and oral, between the           parties,
or any of them, with respect to the subject matter hereof and hereof.           This
Agreement may not be amended or modified except in an instrument in writing
          signed by, or on behalf of, the parties hereto. No failure or delay by any
party           in exercising any right, power or privilege hereunder shall operate as a
waiver           hereof, nor shall any single or partial exercise hereof preclude any
other or           further exercise hereof or the exercise of any other right, power or
privilege.  




        (e)    Assignment.
This 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; provided, however, that neither this Agreement           nor any of
the rights, interests or obligations of the parties hereto may be           assigned by
SWAT, on the one hand, or any Stockholder, on the other hand, by           operation of
law or otherwise without the prior written consent of the other           party.  




        (f)    Specific
Performance. The parties agree that irreparable damage would           occur in the
event that any of the provisions of this Agreement were not           performed in
accordance with their specific terms or were otherwise breached. It           is
accordingly agreed that the parties shall be entitled to an injunction or
          injunctions to prevent breaches of this Agreement and to enforce specifically
          the terms and provisions of this Agreement, this being in addition to any other
          remedy to which they are entitled at law or in equity.  




6 











        (g)    Governing
Law. This Agreement shall be governed by and construed in           accordance with
the laws of the State of California, without giving effect to           the choice of law
principles hereof.  




        (h)    Parties
in Interest. This Agreement shall be binding upon and inure           solely to the
benefit of each party hereto and its successors and permitted           assigns, and
nothing in this Agreement, express or implied, is intended to or           shall confer
upon any other person any rights, benefits or remedies of any           nature whatsoever
under or by reason of this Agreement.  




        (i)    Counterparts.
This Agreement may be executed in two or more counterparts,           all of which shall
be considered one and the same agreement and shall become           effective when one or
more counterparts have been signed by each of the parties           and delivered to the
other parties.  




        (j)    Termination.
This Agreement and the Proxy and all obligations of the           parties hereunder and
thereunder, shall be effective as of the date first set           forth above and
terminate immediately, without any further action being           required, upon the
earlier of (i) any termination of the Merger Agreement           and (ii) the
consummation of the Merger Transaction (the “Term”).  




        (k)    Further
Assurance. Each party to this Agreement agrees (i) to           furnish upon
request to the other party such further information, (ii) to           execute and
deliver to the other party such other documents and (iii) to do           such other
acts and things as the other party reasonably requests for the           purpose of
carrying out the intent of this Agreement and the documents and           instruments
referred to herein.  




        (l)    Interpretation.
The words “hereof,” “herein,”          “herewith” and words
of similar import shall, unless otherwise stated,           be construed to refer to this
Agreement as a whole and not to any particular           provision of this Agreement,
section and exhibit references are to the sections           and exhibits of this
Agreement unless otherwise specified. Whenever the words           “include,” “includes,” or
“including” are used in           this Agreement, they shall be deemed to be
followed by the words “without           limitation.” All terms defined in this
Agreement shall have the defined           meanings contained herein when used in any
certificate or other document made or           delivered pursuant hereto unless
otherwise defined therein. The definitions           contained in this Agreement are
applicable to the singular as well as the plural           forms of such terms and to the
masculine as well as to the feminine and neuter           genders of such terms. Any
agreement, instrument, or statute defined or referred           to herein or in any
agreement or instrument that is referred to herein means           such agreement,
instrument, or statute as from time to time amended, qualified           or supplemented,
including (in the case of agreements and instruments) by waiver           or consent and
(in the case of statutes) by succession of comparable successor           statutes and
all attachments thereto and instruments incorporated therein.           References to a
person are also to its permitted successors and assigns. The           parties have
participated jointly in the negotiation and drafting of this           Agreement. In the
event an ambiguity or question of intent or interpretation           arises, this
Agreement shall be construed as if drafted jointly by the parties           and no
presumption or burden of proof shall arise favoring or disfavoring any           party by
virtue of the authorship of any provisions of this Agreement.  




7











        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 











		
	"PepperBall" 



PepperBall Technologies, Inc. 

By: /s/ Eric P. Wenaas 

Name: Eric P. Wenaas 

Title: Chief Executive Officer 
	"SWAT"



Security With Advanced Technology, Inc.

By: /s/ Jeffrey McGonegal

Name: Jeffrey McGonegal

Title: Chief Executive Officer 









"STOCKHOLDERS" 




/s/ Eric P. Wenaas 
Eric P. Wenaas  





The John C. Stiska Trust dtd 11/14/00 




/s/ John C. Stiska 
John C. Stiska,
Trustee  





Nash Family Trust, dtd 3/18/80, as
amended 




/s/ Jeffrey M. Nash 
Jeffrey M. Nash,
Trustee  





/s/ Jack Fitzpatrick 
Jack Fitzpatrick  





Collato Family Trust dtd 1/9/89 




/s/ Richard Collato 
Richard Collato,
Trustee  













SCHEDULE A 




STOCKHOLDERS 






















		
	Name 

Eric P. Wenaas 

Eric P. Wenaas 

Eric P. Wenaas 



Collato Family Trust dtd 1/9/89 



Jack Fitzpatrick 



Nash Family Trust dtd 3/18/80, as amended 

Nash Family Trust dtd 3/18/80, as amended 

Nash Family Trust dtd 3/18/80, as amended 



John C. Stiska Trust dtd 11/14/00 

John C. Stiska Trust dtd 11/14/00 

John C. Stiska Trust dtd 11/14/00 
	Number and Type of Shares

4,526,358; Common Stock

137,194; Series A Convertible Preferred Stock

869,567; Series B Convertible Preferred Stock



75,665; Common Stock



135,664; Common Stock



1,104,035; Common Stock

3,058; Series A Convertible Preferred Stock

19,386; Series B Convertible Preferred Stock



1,056,194; Common Stock

3,058; Series A Convertible Preferred Stock

19,386; Series B Convertible Preferred Stock 




























EXHIBIT A 



IRREVOCABLE PROXY 



        The
undersigned Stockholder of PepperBall Technologies, Inc., a Delaware corporation
(“PepperBall”), hereby irrevocably (to the fullest extent permitted by
law), but subject to the termination provisions hereof, appoints Security With Advanced
Technology, Inc., a Colorado corporation (“SWAT”), as the sole and
exclusive attorney and proxy of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting rights (to the full extent that the
undersigned is entitled to do so) with respect to all of the shares of PepperBall that now
are or hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of PepperBall issued or issuable in respect hereof on or after the
date hereof (collectively, the “Shares”) in accordance with the terms of
this Proxy. The Shares beneficially owned by the undersigned Stockholder of PepperBall as
of the date of this Proxy are listed on the final page of this Proxy. Upon the
undersigned’s execution of this Proxy, any and all prior proxies given by the
undersigned with respect to any Shares are hereby revoked and the undersigned agrees not
to grant any subsequent proxies with respect to the Shares and the matters set forth in
the third paragraph hereof. 



        This
Proxy is irrevocable (to the fullest extent permitted by law), subject to the termination
provisions hereof, is coupled with an interest and is granted pursuant to that certain
Voting Agreement of even date herewith by and among PepperBall, SWAT and the undersigned
Stockholder (the “Voting Agreement”). 



        SWAT
is hereby authorized and empowered by the undersigned to act as the undersigned’s
attorney and proxy to vote the Shares, and to exercise all voting, consent and similar
rights of the undersigned with respect to the Shares (including, without limitation, the
power to execute and deliver written consents) at every annual, special or adjourned
meeting of stockholders of PepperBall and in every written consent in lieu of such
meeting: (i) in favor of the adoption of the Merger Agreement and the other
transactions contemplated by the Merger Agreement, (ii) against any proposal for any
merger, consolidation, sale of assets, recapitalization or other business combination
involving PepperBall (other than the Merger Transaction) or any other action or agreement
that would result in a breach of any covenant, representation or warranty or any other
obligation or agreement of PepperBall under the Merger Agreement or which would result in
any of the conditions to PepperBall’s obligations under the Merger Agreement not
being fulfilled, and (iii) in favor of any other matter required under the Merger
Agreement to close the Merger Transaction. 



        SWAT
may not exercise this Proxy on any other matter except as provided above. The undersigned
Stockholder may vote the Shares on all other matters. 



        Any
obligation of the undersigned hereunder shall be binding upon the successors and permitted
assigns of the undersigned. 



        This
Proxy is irrevocable (to the fullest extent permitted by law), subject to the termination
provisions hereof. 



A-1 











        This
Proxy, and all obligations of the undersigned hereunder, shall terminate immediately,
without any further action being required, upon the earlier of (i) any termination of
the Merger Agreement and (ii) the consummation of the Merger Transaction. 




	 	
Dated:
May 27, 2008 





	"STOCKHOLDERS"
		Shares of

Common Stock
		Shares of

Preferred Stock
	
	/s/ Eric P. Wenaas 	 	 	 	4,526,358	 	 	1,006,761	 
	Eric P. Wenaas	 	 
	 		
			
	/s/ John C. Stiska 	 	 	 	1,056,194	 	 	22,444	 
	John C. Stiska, Trustee	 	 
	The John C. Stiska Trust dtd 11/14/00	 	 
	 		
	/s/ Jeffrey M. Nash and Kathleen L. Nash 	 	 	 	1,104,035	 	 	22,444	 
	Jeffrey M. Nash and Kathleen L. Nash, Trustees	 	 
	Nash Family Trust, dtd 3/18/80, as amended	 	 
	 		
	/s/ Jack Fitzpatrick 	 	 	 	135,664	 	 	0	 
	Jack Fitzpatrick	 	 
	 		
	By: /s/ Richard Collato 	 	 	 	75,665	 	 	0	 
	Richard Collato, Trustee	 	 
	Collato Family Trust dtd 1/9/89	 	 



























[Signature Page to
Irrevocable Proxy] 












A-2