Exhibit 10.49


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the
24th day of February 2005 by and between Focus
Enhancements Inc, a Delaware corporation, with its principal offices
in Campbell, California (hereinafter “Focus”
or the “Company”), and Peter Mor
an individual and a resident of California (“Executive”).


 


RECITALS


 


A.            Executive
is currently employed by Focus and either (i) does not have an employment
agreement with the Company, or (ii) is willing to terminate and supercede
such employment agreement to enter into this Agreement in consideration of the
additional rights and benefits set forth herein.


 


B.            Focus
desires to enter into this Agreement on and pursuant to the terms of this
Agreement to secure the additional covenants of Executive as set forth herein
and to provide the additional rights and benefits to Executive in consideration
of Executive’s obligations hereunder.


 


AGREEMENT


 


NOW,
THEREFORE, the parties, in consideration of the foregoing
Recitals, each of which is incorporated by this reference as an essential term,
the covenants, conditions and other terms hereof, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
agree as follows:


 


1.             Employment.
Focus shall employ Executive and Executive accepts full time employment as
Senior Vice President of Engineering and Operations – Systems Group for the
term of this Agreement and on the terms and conditions set forth herein.


 


2.             Duties and
Responsibilities. During the term of this Agreement, Executive shall devote
substantially all of his time, energy and skills to performing the duties and
responsibilities as Senior Vice President of Research and Development and
Operations – Systems Group and such other duties as the Chief Executive Officer
or Board of Directors may require from time to time. Executive shall work
faithfully and to the best of his ability and efforts promoting the business
interests of Focus. Executive will discharge his duties at all times in
accordance with any and all policies of Focus and will report to, and be
subject to the direction of, the Chief Executive Officer or President of Focus,
except that it is understood Executive shall also work independently with the Board
of Directors as required by the Board. Executive shall be considered a key
employee of the Company.


 


3.             Compensation.
Executive’s base annual salary upon signing this Agreement shall be
$200,000. Executive’s performance shall be reviewed annually thereafter.
Adjustments in salary may be made from time to time in the sole discretion of
the Board of Directors. Salary shall be paid in arrears in accordance with
Company’s standard pay policy.


 


4.             Bonus Compensation.
Executive shall be eligible to earn bonus compensation in each fiscal year
ending December 31 during the term. Subject to the achievement of the
goals


 


A-1

















 


identified
in Exhibit A as determined by
Company in its reasonable discretion, the bonus compensation shall be
calculated and paid in accordance with Exhibit A.
Executive’s target bonus compensation shall be 25% of Executive’s annual base
salary, in proportion of Executive’s period of employment during the applicable
year (measured on a 365 day/year basis). Exhibit A
shall be revised by the Company for each such fiscal year during the term of
this Agreement; provided, however, once the Board of Directors
establishes a bonus compensation plan with respect to Executive for any fiscal
year, no revision shall thereafter occur without the written consent of the
Executive. All bonus payments shall be verified against and payable one week
following publication of the Company’s quarterly earnings release or Form 10-K
(Q). The parties expressly contemplate that Exhibit A
will change from year to year. Each new Exhibit A
shall be attached hereto. To be eligible for payment, Executive must be
employed by Focus on the date the bonus payment is due; provided, however,
if Executive is not employed on the date the bonus is due because of (i) Executive’s
voluntary termination, or (ii) Executive’s involuntary termination by
Focus for Cause, then the bonus will be paid but only in proportion to
Executive’s period of employment during the applicable year in relation to a
365 day year. In addition, for purposes of this provision, termination of
employment due to Executive’s death shall be deemed an involuntary termination
without Cause.


 


5.             Executive Benefits.


 


(a)           Vacation.
Executive shall receive a minimum of 15 business days of paid vacation and
thereafter consistent with the Company’s vacation policy, during each year of
this Agreement (pro rata). Executive may be absent from his employment for
vacation only at such times the Executive notifies the Employer’s President and
CEO of the planned vacation at least 10 (ten) days in advance. Unused vacation
will carry over from one year to the next but the maximum amount of vacation,
which can accrue (unused) at any one time, shall not exceed 20 business days.
Unused vacation will not be paid in the form of cash, except upon termination
of employment.


 


(b)           Benefits.
Executive shall be eligible to participate in any and all benefit plans
generally provided by the Company, on the same basis as same are made available
to other executives, including health, disability and life insurance coverage
should Executive elect to participate in any such plans.


 


6.             Expenses.
Focus shall reimburse Executive for all reasonable business expenses incurred
by Executive pursuant to Company policies (as adopted from time to time);
provided that Executive complies with any established policy and procedure for
the reimbursement of such expenses, including, but not limited to, submitting
an appropriate expense report.


 


7.             Term and
Termination.


 


(a)           Specified
Period. The Initial Term of this Agreement shall be one year starting on
the Commencement Date. (“Initial Term”)


 


(b)           Succeeding
Term. This Agreement shall automatically renew without lapse, after the
Initial Term for additional one-year periods (each a “Succeeding Term”), unless
(i) written notice of non renewal is given by Focus to Executive at least
thirty (30) days before such applicable anniversary or (ii) unless earlier
(a) terminated upon the written


 


A-2

















 


mutual agreement
of the Executive and Focus, or (b) pursuant to the events and/or
occurrences set forth below. Collectively, the Initial Term and Succeeding Term
are referred to as the “Term.” This Agreement and Executive’s employment may be
terminated:


 


(i)            By
Executive for “Good Reason” (as defined below) upon thirty (30) days prior
written notice to Focus;


 


(ii)           By
Executive at any time without Good Reason upon fourteen (14) days advance
written notice;


 


(iii)          By
Focus for “Cause” (as defined below) immediately upon written notice to
Executive;


 


(iv)          By
Focus in the event of Executive’s “Disability” (as defined below);


 


(v)           Automatically
upon Executive’s death;


 


(vi)          By
Focus at any time, with or without notice, as specified by Focus, for any
reason other than termination for Cause or Disability (“without Cause”).


 


8.             Consequences of
Termination.


 


(a)           Termination
for Cause or Resignation Without Good Reason. If (i) Executive’s
employment is terminated by Focus for “Cause” or (ii) Executive resigns
without Good Reason, then (x) Focus shall pay the Executive his base salary, as
described in Section 3 above, to the date of termination, and commissions
earned through the date of termination as defined by the applicable commission
plan then in effect and (y) Executive shall not be entitled to any other
salary, bonus compensation or fringe benefits after the date of termination,
except the right to receive benefits which have become vested under any benefit
plan or to which Executive is entitled as a matter of law.


 


(b)           Resignation
for Good Reason or Termination Without Cause. If Executive (i) resigns
his employment for Good Reason or (ii) is terminated by Company without
Cause, and (iii) executes the Company’s standard release of claims
agreement, then, immediately following the date of Executive’s termination of
employment and the exhaustion of any revocation period contained in said
release, Company will continue payment of Executive’s Salary (at the same rate
existing prior to the termination) for a period of six (6) months (“the
Severance Period”) pursuant to Focus’ normal payroll practices. In addition, (i) Focus
shall either pay directly or reimburse Executive for premiums incurred in
connection with continuation of coverage under the Company’s health, dental,
disability and life insurance plans to which Executive is entitled in
accordance with applicable law for the Severance Period and (ii) Focus
shall pay Executive all bonus compensation otherwise due for the applicable
fiscal year of termination, prorated to the date of termination of employment; provided,
however, such bonus compensation shall be payable only in accordance
with and at the times of the regularly scheduled bonus compensation payment
that Executive would have otherwise been subject to prior to termination and (iii) any
and all unvested stock options and/or restricted stock in


 


A-3

















 


Executive’s name
shall immediately become fully vested and exercisable, provided that,
regardless of the terms of any option or stock purchase agreement between the
Company and Executive, absent a separate signed written agreement between
Company and Executive which specifically references this provision of this
Agreement, no exercise shall occur more than six months after such termination
and in no event after the expiration of such option. In the event of Executive’s
subsequent death after his termination by Focus without Cause or by Executive
or for Good Reason, Focus shall continue to pay the same payments and benefits
as to which Executive was entitled at the date of his death to Executive’s
surviving spouse, or if Executive is unmarried at the time, then to Executive’s
estate.


 


(c)           Termination
in the Event of Death or Disability. If Executive’s employment terminates
due to Executive’s death or if Focus terminates Executive’s employment due to
Executive’s Disability, then Focus will pay Executive’s salary to Executive or
his legal representative for the remainder of the month in which his employment
is so terminated. In the circumstance described in the immediately preceding
sentence, Executive, his estate or his qualified representative(s) will be
entitled to receive all applicable Disability and other benefits, such as
continued health or Disability coverage or life insurance proceeds, provided in
accordance with the terms and conditions of any health, life, disability, or
other Company benefit plans or in accordance with applicable law. In addition,
bonus compensation shall be calculated and paid in the manner described in Section 8(b) above.


 


(d)           Suspension
of Payment. Notwithstanding anything herein to the contrary, if Executive
is in violation of any provision of Section 9, 10, 11 or 12 below, Focus
shall have no obligation to make payment(s) under Section 8(b) of
this Agreement if Focus has determined in good faith that such a violation(s)
has occurred or is occurring. If it is later established through arbitration or
other judicial proceeding that no such violation occurred, Focus shall agree to
pay to Executive any such amount withheld from or not paid during such period.


 


(e)           No
Mitigation. Executive will be under no obligation to mitigate damages by
seeking other employment, and there will be no offset against the amounts due
Executive under this Agreement, except as specifically provided in Section 8(d) above
or for any other claims which Focus may have against Executive.


 


(f)            Change
of Control. If (A) there is a “Change of Control” of Focus, as defined
in this Agreement, and (B) (i) Executive is terminated by Focus for
any reason other than for “Cause,” or (ii) Executive terminates his
employment for “Good Reason,” in each case within twelve (12) months of the
date of such Change of Control transaction, then Executive shall, after the
execution of the Company’s standard release of claims agreement and the
exhaustion of any revocation period contained in such release, be entitled to a
continuation of salary, bonus compensation and full benefits for six (6) full
months following the effective date of such termination (“the Change of Control
Severance Period”). Upon such termination, notwithstanding any provision of any
other agreement between Company and Executive, any and all unvested Company
stock or options in Executive’s name shall immediately vest in full and be
exercisable, provided that, regardless of the terms of any option or stock
purchase agreement between the Company and Executive, absent a separate signed
written agreement between Company and


 


A-4

















 


Executive which
specifically references this provision of this Agreement, no exercise shall
occur more than six months after such termination and in no event after the
expiration of such option. All salary, bonus, other Company compensation
payments and other benefits shall be made or provided, as applicable, in
accordance with the existing payment and benefit schedules or policies of Focus
at the time of such termination. For purposes of this Change of Control
provision, during the Change of Control Severance Period, Executive shall not
be obligated to perform any duties but he shall remain bound by all of his
other common law and contractual obligations hereunder.


 


(g)           Survival
of Provisions. The obligations of confidentiality and assignment of inventions
under Section 9 and the obligations of Confidential Information and
assignment of inventions, non-solicitation and non-disparagement under
Sections 9, 10, 11 and/or 12 hereof shall survive the termination of this
Agreement for any reason.


 


9.             Confidential
Information and Assignment of Inventions.


 


(a)           Executive
will not disclose to a third party or use for his personal benefit confidential
information of Focus. “Confidential Information”
means any information used or useful in Focus’ business that is not generally
known outside of Focus and that is proprietary to Focus relating to any aspect
of Focus’ existing or reasonably foreseeable business which is disclosed to
Executive or conceived, discovered or developed by Executive. Confidential
Information includes, but is not limited to: product designs including drawings
and sketches, manufacturing materials, plant layouts, tooling, sales marketing
plans or proposals, customer information, customer lists, raw material sources,
manufacturing processes, price, financial, accounting and cost information,
clinical data, administrative techniques and documents and information
designated by Focus as “Confidential.” Executive shall also comply with the
terms of any Confidentiality Agreement by which Focus is bound to a third party
as well as the Company’s Confidential Information and Invention Assignment
Agreement.


 


(b)           Executive
grants to Focus the exclusive ownership of all reports, drawings, blueprints,
data writings, and technical information made by Executive alone or with others
during the term of his employment, whether or not made or prepared in the
course of his employment, that relate to apparatus, compositions of matter or
methods pertaining to Focus business. Executive acknowledges that all such
reports, drawings, blueprints, data writings and technical information are the
property of Focus.


 


(c)           Executive
will promptly disclose to Focus in writing all inventions and proprietary
information which he alone or with others conceives, generates, or reduces to practice,
during or after working hours while an employee of Focus and for six (6) months
following Executive’s termination of employment with respect to work performed
by Executive for Focus. All such inventions and proprietary information shall
be the exclusive property of Focus and are assigned to Focus. This Agreement
shall not apply to any invention for which no equipment, supplies, facility, or
trade secret information of Focus was used, and which was developed entirely on
Executive’s time, and (1) which does not relate (a) directly to the
business of Focus, or (b) to Focus’ actual or demonstrably anticipated
research or development, or (2) which does not result from any work
performed by Executive for Focus.


 


A-5

















 


(d)           At
Focus’ expense, Executive shall give Focus all assistance it reasonably
requires to perfect, protect, and use its rights to inventions and proprietary
information. In particular, but without limitation, Executive will sign all
documents, do all things, and supply all information that Focus may deem
necessary or desirable to (1) transfer or record the transfer of Executive’s
entire right, title and interest in inventions and proprietary information; and
(2) enable Focus to obtain patent, copyright, or trademark protection for
inventions anywhere in the world. Executive understands that the provisions of
this Section 9 do not apply to any invention which qualifies fully under
the provisions of California Labor Code Section 2870 (attached hereto as Exhibit B).


 


10.           Non-Competition.
During the Term, Executive shall not, directly or indirectly, either as an
Executive, consultant, agent, principal, partner, stockholder (except in a
publicly held company), corporate officer, director, or in any other individual
or representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the then current or anticipated
business of Focus.


 


11.           Non-Solicitation.
In addition to any obligations Executive may have under separate written
agreement with Company attached hereto as Exhibit C,
during the Term of his employment with Focus and any Severance Period or Change
of Control Severance Period, and for a period of one (1) year after
termination of such employment or end of any Severance Period or Change of
Control Severance Period, whichever is later, Executive will not, directly or
indirectly, solicit, hire or otherwise engage, on his own behalf or on behalf
of another person or entity, the services of any person who is an employee of
Focus.


 


12.           Non-Disparagement.
During and after the termination or expiration of this Agreement, Executive
shall not make any negative or disparaging remarks or comments (either oral or
written) about Focus, its affiliated or related companies, or any other
foregoing entity’s directors, officers, employees, agents, services or
products, and Focus agrees not to make any negative or disparaging remarks or
comments (either oral or written) about Executive. Notwithstanding the
foregoing, each of the parties is entitled accurately to describe their past
relationship to potential employers, partners or affiliates of Executive or
potential partners or affiliates of Focus.


 


13.           Arbitration.


 


(a) Any controversy between Focus and Executive
involving the construction or application of any of the terms, provisions or
conditions of this Agreement or the breach thereof shall be settled by final and binding arbitration by a single
arbitrator to be held in Santa Clara, California, in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (AAA Rules) then in effect. The arbitrator selected
shall have the authority to grant Executive or the Company or both all remedies
otherwise available by law, including injunctions.


 


(b)           Notwithstanding anything to the contrary in the AAA Rules,
the arbitration shall provide (i) for written discovery and depositions
adequate to give the Parties access to documents and witnesses that are
essential to the dispute and (ii) for a written decision by the arbitrator
that includes the essential findings and conclusions upon which the decision is
based. Consistent with applicable law, Executive and the Company


 


A-6

















 


shall each bear his or its own costs and
attorneys’ fees incurred in conducting the arbitration and, except in such
disputes where Executive asserts a claim otherwise under a state or federal
statute prohibiting discrimination in employment (“a Statutory Discrimination
Claim”), or where otherwise required by law, shall split equally the fees and
administrative costs charged by the arbitrator and AAA. In disputes where
Executive asserts a Statutory Discrimination Claim against the Company, or
where otherwise required by law, Executive shall be required to pay only the
AAA filing fee to the extent such filing fee does not exceed the fee to file a
complaint in state or federal court. The Company shall pay the balance of the
arbitrator’s fees and administrative costs.


 


(c)           The decision of the arbitrators will be final,
conclusive and binding on the Parties to the arbitration. The prevailing party
in the arbitration, as determined by the arbitrator, shall be entitled to
recover his or its reasonable attorneys’ fees and costs, including the costs or
fees charged by the arbitrator and AAA. In disputes where Executive asserts a
Statutory Discrimination Claim, reasonable attorneys’ fees shall be awarded by
the arbitrator based on the same standard as such fees would be awarded if the
Statutory Discrimination Claim had been asserted in state or federal court.
Judgment may be entered on the arbitrator’s decision in any court having
jurisdiction.


 


14.           Certain Definitions.
For purposes of this Agreement, the following terms will have the meaning set
forth below:


 


(a)           Cause.
“Cause” means that Executive has: (i) committed
an act of dishonesty, fraud or breach of trust involving the business of Focus;
(ii) willfully failed to follow any material policy or material
instructions of Focus, his or her supervisor or its CEO provided such are
lawful and not a violation of public policy; (iii) been indicted for or
convicted of any felony; (iv) engaged in any gross misconduct, such as
sexual harassment, material violations of applicable law or defalcations in the
performance of or in connection with the Executive’s duties or employment by
Focus; or (v) otherwise breached material obligations under this
Agreement.


 


(b)           Change
in Control. “Change in Control” means a change
in control of Focus of a nature that would be required to be reported on form 8-K
under SEC regulations pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”);
provided, that, without limiting the foregoing, a “Change in Control”
shall be deemed to have occurred at such times as (i) any person is or
becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of fifty percent (50%) or more of the combined
voting power of Focus’ outstanding securities ordinarily possessing the right
to vote for the election of directors; (ii) there ceases to be a majority
of the Board of Directors comprised of the individuals described in the next
sentence, or (iii) Focus disposes of all or substantially all of its assets.
For purpose of this paragraph, “Board of Directors”
shall mean individuals who on the date hereof constituted the Board of
Directors and any new directors who subsequently are elected or nominated for
election by majority of the directors who held such office immediately prior to
Change in Control. The foregoing shall not apply to an internal reorganization
of the Company.


 


A-7

















 


(c)           Disability.
“Disability” means that Executive
satisfies the conditions to be eligible for benefits under the disability plan
maintained by Focus, whether or not Executive is then covered by such plan.


 


(d)           Good
Reason. “Good Reason” means Focus, without
Executive’s consent: (i) during the Term of his employment at Focus, requires
Executive to relocate his principal residence more then fifty (50) miles from
such officer’s principal residence on the Commencement Date of this Agreement;
or (ii) a substantial change in Executive’s duties and responsibilities;
or (iii) at any time reduces Executive’s base compensation or material
reduction in benefits in a manner which does not proportionally apply to other
senior executives; or (iv) at any time otherwise materially breaches its
obligations under this Agreement; provided, however, that upon
notification of a “Good Reason” event, Focus shall have thirty (30) days from
its receipt of notice of such Good Reason to remedy and cure such event, in
which case of remedy or cure, the Good Reason shall be deemed to be null and
void.


 


15.           Miscellaneous.


 


(a)           Entire
Agreement. This Agreement, and any other agreement specifically referenced
herein, constitutes the entire agreement between the parties with respect to
its subject matter, and supersedes, merges and voids all previous agreements,
representations and warranties, written or oral, between the parties with
respect to such subject matter. All other prior employment agreement(s) between
Executive and Focus are hereby terminated and of no further force or effect.
Except as otherwise provided herein to Executive’s benefit, this Agreement
shall not amend, modify, supersede or otherwise affect the terms of any stock
or option agreement(s), stock sale or sale restriction agreement(s) and any
confidentiality, non-disclosure, non-competition and inventions agreement(s) to
which Executive is a party with Focus.


 


(b)           No
Oral Modifications. This Agreement may only be modified in a writing signed
by the Executive and an officer of Focus expressly authorized by Focus to
modify this Agreement.


 


(c)           Personal
Agreement. This Agreement shall be binding upon and inure to the benefit of
Focus. This Agreement shall be binding upon Executive, his heirs and personal
and legal representative. This Agreement may not be assigned by Executive.


 


(d)           No
Waiver. No failure by either party to exercise, and no delay in exercising,
any right or remedy under this Agreement will operate as a waiver; nor will any
single or partial exercise of any right or remedy preclude any other or further
exercise of any right or remedy. The covenants and agreements set forth herein
may be waived only by a written instrument executed by the party waiving
compliance. Any such waiver shall only be effective in the specific instance
and for the specific purpose for which it was given and shall not be deemed a
waiver of any other provision hereof or of the same breach or default upon any
recurrence thereof.


 


(e)           Specific
Performance. The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement, other than the payment of


 


A-8

















 


money for the
Executive’s’ Term of employment, were not performed in accordance with their
specific terms or are otherwise breached or threatened to be breached. In the
event of any breach or threatened breach, Executive acknowledges that damages
will be insufficient remedy to Focus in the event of a violation of Section 9,
10, 11 and/or 12 of this Agreement, and in the event of such breach or
threatened breach of this Agreement, Focus shall be entitled to seek injunctive
relief, without the necessity of posting bond, through a court of competent
jurisdiction to enforce the provisions of such Sections in addition to any
other rights or remedies available to Focus.


 


(f)            Successors
and Assigns. This Agreement shall inure to the benefit of and be binding
upon the Company, its successors and assigns and any such successor or assignee
shall be deemed substituted for the Company under the terms of this Agreement
for all purposes. As used herein, “successor” and “assignee” shall include any
person, firm, corporation or other business entity which at any time, whether
by purchase, merger or otherwise, directly or indirectly acquires the Company
or to which the Company assigns the Agreement by operation of law or otherwise.


 


(g)           Survival.
Notwithstanding any contrary provision of this Agreement, upon termination or
expiration of this Agreement for any reason, the covenants and obligations set
forth in Sections 6, 8 (including the applicability thereto of
Sections 3 and 4), 9, 10, 11, 12, 13, 14 and 15 shall survive any
termination of this Agreement or Executive’s employment hereunder until such
covenants and agreements are fully satisfied and require no further performance
or forbearance, or the rights of a party expire on the specific date by the
terms hereof.


 


(h)           Adjustment
of Restrictions. If any provision of Section 9, 10, 11 and/or 12 of
this Agreement is found by a court or arbitrator to be unenforceable under
applicable law because one or more provisions are over broad or otherwise not
enforceable in the form as set forth herein, then the court or arbitrator shall
have the power to revise the terms of this Agreement to the extent necessary to
make the provisions hereof enforceable.


 


(i)            Governing
Law. This Agreement shall be governed by the laws of the State of
California without giving effect to the conflicts of law provisions of any
jurisdiction which would cause this Agreement to be governed by the laws of any
jurisdiction other than those of the State of California.


 


(j)            Counterparts
and Facsimile Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same Agreement. The counterparts of this
Agreement and any schedules and exhibits hereto, if any, may be executed and
delivered by facsimile signature by any of the parties to any other party and
the receiving party may rely on the receipt of such document so executed and
delivered by facsimile as if the original had been received.


 


(k)           Construction.
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 both
parties, and no


 


A-9

















 


presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 


A-10

















 


IN WITNESS OF THIS AGREEMENT,
the parties have signed below.


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ Peter Mor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated: April 18,
  2005

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOCUS
  ENHANCEMENTS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brett Moyer

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: President &
  CEO

  
	
   

  	
   

  
	
   

  	
  Dated: April 18,
  2005

  
					



 


A-11