Exhibit
        10.4

    

    
 

    SHARE
      EXCHANGE AGREEMENT

     

    THIS
      SHARE EXCHANGE AGREEMENT
      (this
“Agreement”),
      is
      entered into as of the 1st day of July, 2005, by and among: (i) Phelps
      Engineered Plastics Corp. a Nevada corporation (Alternatively referred to as
      “Phelps” or the “Corporation”), whose shares of common stock are registered
      under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”),
      (ii)
      Clayton Dunning Group, Inc., a Florida corporation (“CDG”), and (iii) the
      shareholders of the Corporation as identified on Schedule A hereto (the
“CDG
      Shareholders”).
      Phelps, the Corporation, and the CDG Shareholders are referred to collectively
      as the “Parties”.

    


    WHEREAS,
      Phelps,
      the Corporation and CDG Shareholders have determined that the acquisition by
      Phelps of CDG is advisable and in the best interests of their respective
      companies and stockholders, and presents an opportunity for their respective
      companies to achieve long-term strategic and financial benefits;

    


    WHEREAS,
      Phelps
      has proposed to acquire CDG pursuant to an exchange transaction whereby,
      pursuant to the terms and subject to the conditions of this Agreement and in
      accordance with applicable law, CDG shall become a wholly owned subsidiary
      of
      Phelps (the “Exchange”)
      in
      consideration for the issuance of 96,468,627 shares of common stock and one
      share of preferred stock of Phelps (the “Corporation
      Common Shares”)
      to the
      CDG Shareholder constituting 81% of the then issued and outstanding Corporation
      Common Shares on a fully diluted basis;

    WHEREAS,
      the
      Corporation Common Shares to be issued to the CDG Shareholders (the
“Issuable
      Shares”)
      shall
      be issued or reserved for issuance, as the case may be, in exchange for 100%
      of
      the shares of capital stock of CDG on a fully diluted basis (the “CDG
      Shares”);

    WHEREAS,
      the
      obligation of each of the parties to this Agreement to effect the Exchange
      is
      subject to the conditions hereinafter set forth.

    


    WHEREAS,
      the
      parties intend that the Exchange qualify as a tax free “reorganization” within
      the meaning of Section 368(a) (1) (B) of the Internal Revenue Code of 1986,
      as
      amended (the “Code”),
      and
      the parties intend this Agreement to qualify as a “plan of reorganization”
within the meaning of Treasury Regulation Sections 1.368-2(g) and
      1.368-3(a).

    


    WHEREAS,
      the
      Parties are executing and delivering this Agreement in reliance upon the
      exemption from securities registration afforded by the provisions of Section
      4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”).

     

    NOW
      THEREFORE,
      on the
      stated premises and for and in consideration of the mutual covenants and
      agreements hereinafter set forth and the mutual benefits to the Parties to
      be
      derived herefrom, it is hereby agreed as follows:

    


    ARTICLE
      I

    REPRESENTATIONS
      AND WARRANTIES OF THE CORPORATION

    


    As
      an
      inducement to, and to obtain the reliance of CDG, the Corporation, represents
      and warrants as follows:

    


    1.1 Organization.
      The
      Corporation is a company duly organized and validly existing under the laws
      of
      Nevada and has the corporate power and is duly authorized, qualified,
      franchised, and licensed under all applicable laws, regulations, ordinances,
      and
      orders of public authorities to own all of its properties and assets and to
      carry on its business.

    


    1.2 Due
      Authorization.
      The
      Corporation has taken, or will have taken prior to Closing (as defined below),
      all actions required by law, its certificate of incorporation, its bylaws,
      or
      otherwise to authorize the execution and delivery of this Agreement. No
      authorization, approval, consent, or order of, or registration, declaration,
      or
      filing with, any court or other governmental body is required in connection
      with
      the execution and delivery by the Corporation of this Agreement and consummation
      by the Corporation of the transactions contemplated by this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.3 Absence
      of Violation.
      The
      execution and delivery of this Agreement, and all exhibits hereto does not
      and
      the consummation of the transactions contemplated hereby and thereby will not
      (i) conflict with, violate, result in a breach of or constitute a default under
      any provision of the Certificate of Incorporation (as amended) or bylaws or
      other organizational documents of the Corporation; (ii) violate, conflict with
      or result in the breach or termination of or modification, or otherwise give
      any
      other contracting party the right to terminate or modify, or constitute a
      default, with or without notice, the lapse of time or both, or cause the
      acceleration of any obligation, under the terms of any contract to which the
      Corporation is a party, (iii) result in the creation of any lien, charge or
      encumbrance upon the properties or other assets of the Corporation, or (iv)
      conflict with, violate, result in a breach of or constitute a default under
      any
      judgment, order, injunction, decree or award against, or binding upon, the
      Corporation or upon any of its properties or assets.

    


    1.4 Consents.
      The
      Corporation is not subject to any law, ordinance, regulation, rule, order,
      judgment, injunction, decree, charter, bylaw, contract, commitment, lease,
      agreement, instrument or other restriction of any kind which would prevent
      the
      Corporation from performing the terms of this Agreement or any of the
      transactions contemplated hereby without the consent of any third party, or
      which would require the consent of any third party for the consummation of
      this
      Agreement or any of the transactions contemplated hereby, or which would result
      in any penalty, forfeiture or other termination as a result of such
      consummation.

    


    1.5 Binding
      Obligation.
      When
      executed by the Corporation, this Agreement and all exhibits hereto and the
      representations and warranties contained herein and therein will constitute
      a
      valid and binding obligation of the Corporation enforceable in accordance with
      their respective terms.

    1.6 Capitalization
      and Outstanding Shares.
      At the
      time of Closing, there will be 525,000,000 shares of capital stock of the
      Corporation (the “Corporation
      Capital Shares”)
      authorized, consisting of 500,000 shares of common stock Corporation $0.001
      par
      value per share, 25,000,000 shares of Preferred Stock (2,400,258 of which are
      outstanding and designated as Series A Preferred Stock), 10,000,000 shares
      of
      Preferred BCV (none of which are outstanding) and 1,000,000 shares of “blank
      check” preferred stock (one share of which is outstanding and designated as
      Series C Preferred Stock, the Certificate of Designation of which is attached
      hereto as Exhibit A) (the “Corporation
      Preferred Shares”).

    


    Except
      as
      provided in this Agreement, no person is entitled to any rights with respect
      to
      the issuance or transfer of the Corporation Common Shares. The outstanding
      Corporation Capital Shares will on the Closing Date be validly issued, fully
      paid, non-assessable, not subject to pre-emptive rights and will have been
      issued in compliance with all state and federal securities laws or other
      applicable law.

    


    1.7 Issuable
      Shares.
      The
      Issuable Shares issuable to the CDG Shareholders as the holders of the CDG
      Shares will when issued pursuant to this Agreement be duly and validly
      authorized and issued, fully paid and non-assessable.

    


    1.8 Compliance
      With Laws and Regulations.
      The
      Corporation has complied with all applicable statutes and regulations of any
      federal, state, or other governmental entity or agency thereof, except to the
      extent that noncompliance would not materially and adversely affect the
      business, operations, properties, assets, or condition of the Corporation or
      except to the extent that noncompliance would not result in the occurrence
      of
      any material liability for the Corporation.

    


    1.9 Litigation.
      There
      are no claims, actions, suits, proceedings or investigations pending or, to
      the
      knowledge of the Corporation's management, threatened against the Corporation
      or
      any of its assets or business or this Agreement or any exhibit hereto, at law
      or
      in equity, by or before any court, arbitrator or governmental authority,
      domestic or foreign.

    


    1.10 No
      Bankruptcy.
      There
      has not been filed any petition or application, nor any proceeding commenced
      by
      or against the Corporation with respect to any assets of the Corporation under
      any law, domestic or foreign, relating to bankruptcy, reorganization, fraudulent
      transfer, compromise, arrangements, insolvency, readjustment of debt or
      creditors' rights, and no assignment has been made by the Corporation for the
      benefit of creditors generally.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.11 No
      Shareholders' Agreement.
      Except
      for this Agreement and any agreements incorporated as exhibits hereto, there
      is
      no agreement which governs or purports to govern the shareholdings of the
      Corporation or which restricts or purports to restrict the exercise by any
      shareholder of the Corporation of his rights as a shareholder of the
      Corporation, including without restriction, any such agreement, arrangement,
      commitment or understanding restricting or otherwise relating to the voting,
      dividend rates or disposition of the shares (or units or other equity interest,
      as the case may be) of the Corporation.

    


    1.12 Acquisition
      of Equity Securities.
      There
      is no share option plan or other arrangement to acquire any equity securities
      of
      the Corporation or securities convertible or exercisable into or exchangeable
      for, or which otherwise confer on the holder thereof any right to acquire,
      any
      such additional equity securities, as the case may be, except as disclosed
      in
      this Agreement.

    


    1.13 Issuance
      of Shares Exempt from Registration.
      The
      issuance of the Issuable Shares to CDG Shareholders is exempt from registration
      under United States federal and state securities laws and
      regulations.

    


    1.14 No
      Materially Adverse Undisclosed Facts.
      There
      is no fact known to the management of the Corporation which has not previously
      been disclosed in writing to CDG which may in the reasonable expectation of
      the
      Corporation's management materially adversely affect the Corporation or its
      respective assets, properties, business, prospects, operation or condition
      (financial or otherwise) and no state of facts is known to the management of
      the
      Corporation that would operate to prevent the Corporation from continuing to
      carry on its business in the manner in which carried on at the date
      hereof.

    


    1.15 Absence
      of Certain Changes or Events.
      Except
      as contemplated by this Agreement, the Merger Agreement or any transactions
      or
      developments contemplated thereby, from the date of this Agreement until the
      completion of the Closing (as described below) the Corporation will, other
      than
      as disclosed in writing to CDG, not: (i) incur any liability or obligation
      whatsoever, secured or unsecured, direct or indirect, other than in the ordinary
      and usual course of its business; (ii) enter into any contracts or agreements
      whatsoever, other than in the ordinary and usual conduct and course of its
      business; (iii) change any of its accounting methods, principles, practices
      or
      policies; (iv) cease to operate its properties, if any, or fail to maintain
      any
      of its properties, rights and assets consistently with past practices; (v)
      sell
      or otherwise in any way alienate or dispose of any of its assets other than
      in
      the ordinary course of business and in a manner consistent with past practices;
      (vi) modify its Certificate of Incorporation, Bylaws or capital structure;
      except to increase its authorized capital to 525,000,000 shares (vii) make
      any
      dividend to any of its shareholders or to any affiliate or associate thereof,
      or
      reserve or declare any dividend; (viii) other than the ordinary course of
      business, grant to any customer any special allowance or discount, or change
      its
      pricing, credit or payment policies; (ix) make any loan or advance, or assume,
      guarantee or otherwise become liable with respect to the liabilities or
      obligations of any person, or (x) purchase or otherwise acquire any shares
      or
      other equity security, as the case may be, in any person.

    


    1.16 Reliance.
      All
      representations and warranties of the Corporation contained herein, shall be
      deemed to have been relied upon by CDG and the CDG shareholders notwithstanding
      any investigation heretofore or hereafter made by CDG or by its counsel and
      shall survive the date hereof and continue in full force and effect for the
      benefit of CDG until the limitation period under any applicable tax statute
      has
      expired or, in all other cases, until the first anniversary of the date
      hereof.

    


    1.17 Assets
      and Liabilities at the Time of Closing.
      At the
      time of the Closing , the Corporation shall have no liabilities and no
      assets.

    


    


    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF CDG

    


    As
      an
      inducement to, and to obtain the reliance of the Corporation, CDG, represents
      and warrants, as of the date of this Agreement and as of the Effective Time,
      as
      follows:

    


    2.1 Organization.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a) CDG
      is a
      company duly organized, validly existing and in good standing under the laws
      of
      the State of Florida and has the corporate power and is duly authorized,
      qualified, franchised, and licensed under all applicable laws, regulations,
      ordinances, and orders of public authorities to own all of its properties and
      assets and to carry on its business.

    


    2.2 Due
      Authorization.
      CDG has
      taken, or will have taken prior to Closing (as defined below) all actions
      required by law, as the case may be, or otherwise to authorize the execution
      and
      delivery of this Agreement. No authorization, approval, consent, or order of,
      or
      registration, declaration, or filing with, any court or other governmental
      body
      is required in connection with the execution and delivery by CDG of this
      Agreement and consummation by CDG of the transactions contemplated by this
      Agreement.

    


    2.3 Absence
      of Violation.
      The
      execution and delivery of this Agreement, and all exhibits hereto does not
      and
      the consummation of the transactions contemplated hereby and thereby will not
      (i) conflict with, violate, result in a breach of or constitute a default under
      any provision of the Memorandum of Association, Articles of Association (each
      as
      amended) or other organizational documents of CDG, as applicable; (ii) violate,
      conflict with or result in the breach or termination of or modification, or
      otherwise give any other contracting party the right to terminate or modify,
      or
      constitute a default, with or without notice, the lapse of time or both, or
      cause the acceleration of any obligation, under the terms of any contract to
      which CDG is a party, (iii) result in the creation of any lien, charge or
      encumbrance upon the properties or other assets of CDG, or (iv) conflict with,
      violate, result in a breach of or constitute a default under any judgment,
      order, injunction, decree or award against, or binding upon CDG or Keyuan,
      or
      upon any of the properties or assets of CDG.

    


    2.4 Consents.
      No
      consent, waiver, approval, order or authorization of, or registration,
      declaration or filing with, any court, administrative agency or commission
      or
      other federal, state, county, local or other foreign governmental authority,
      instrumentality, agency or commission or any third party, including a party
      to
      any agreement with CDG, is required by or with respect to CDG in connection
      with
      the execution and delivery of this Agreement or the consummation of the
      transactions contemplated hereby.

    


    2.5 Litigation.
      There
      are no claims, actions, suits, proceedings or investigations pending or
      threatened or reasonably anticipated against or affecting CDG or any assets
      or
      business of either CDG or this Agreement or any exhibit hereto, at law or in
      equity, by or before any court, arbitrator or governmental authority, domestic
      or foreign.

    


    2.6 No
      Bankruptcy.
      There
      has not been filed any petition or application, nor any proceeding commenced
      by
      or against CDG with respect to any assets of CDG under any law, domestic or
      foreign, relating to bankruptcy, reorganization, fraudulent transfer,
      compromise, arrangements, insolvency, readjustment of debt or creditors' rights,
      and no assignment has been made by CDG for the benefit of creditors
      generally.

    


    2.7 No
      Option Plan.
      There
      is no share option plan or similar plan to acquire any additional shares or
      units or other equity interests, as the case may be, of CDG or securities
      convertible or exercisable into or exchangeable for, or which otherwise confer
      on the holder thereof any right to acquire, any such additional shares or units
      or equity interests, as the case may be.

    


    2.8 Tax
      Returns.
      All
      required tax returns and information returns and reports of or relating to
      any
      tax and the information and data contained therein have been properly and
      accurately compiled and completed in all material respects, and filed and paid
      in a timely manner with the appropriate taxation authority for each
      CDG.

    


    2.9 Guarantees.
      CDG has
      no outstanding contracts or commitments guaranteeing (or indemnifying or making
      contribution to others for breaches in connection with) the payment or
      collection or the performance of the obligations of others, and neither of
      them
      has entered into any deficiency agreements, or issued any comfort letters,
      or
      otherwise granted any material financial assistance to any person, firm,
      corporation or other entity.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF THE CDG SHAREHOLDERS

    


    As
      an
      inducement to, and to obtain the reliance of the Corporation, the CDG
      Shareholders represent and warrant, as of the date of this Agreement and as
      of
      the Effective Time, as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.1 Ownership
      of Shares.
      The CDG
      Shareholders own, as of the date of this Agreement and at all times herefrom
      to
      the Closing owns the amount of shares of CDG set forth next to their respective
      name on Schedule B hereto.

    


    3.2 Binding
      Obligation.
      When
      executed by the CDG Shareholders, this Agreement, and all exhibits hereto and
      the representations and warranties contained herein and therein will constitute
      a valid and binding obligation of the CDG Shareholders, enforceable in
      accordance with its terms.

    


    3.3 Reliance.
      All
      representations and warranties of the CDG Shareholders contained in this Article
      III shall be deemed to have been relied upon by the Corporation notwithstanding
      any investigation heretofore or hereafter made by the Corporation or by its
      counsel and shall survive the date hereof and continue in full force and effect
      for the benefit of the Corporation until the first anniversary of the date
      hereof.

    


    


    ARTICLE
      IV

    THE
      CLOSING

    


    4.1 The
      Exchange.
      The CDG
      Shareholders agree to assign, transfer, and deliver to the Corporation, free
      and
      clear of all liens, pledges, encumbrances, charges, restrictions or known claims
      of any kind, nature, or description, all of the outstanding common shares and
      one Series A Preferred Stock of CDG constituting 100% of the issued and
      outstanding shares of CDG on a fully diluted basis, and the Corporation agrees
      to acquire such shares by issuing and delivering to the CDG Shareholders in
      exchange therefor an aggregate of 96,468,627 common shares and one Series C
      Preferred Stock constituting 81% percent of the then issued and outstanding
      common stock of the Corporation on a fully-diluted basis to the CDG
      Shareholders.

    


    4.2 Closing.
      The
      closing (“Closing”)
      of the
      transactions contemplated by this Agreement shall be affected once the
      Corporation amends its Certificate of Incorporation to increase its authorized
      capital (“Closing
      Date”).

    


    ARTICLE
      V

    ADDITIONAL
      AGREEMENTS

    


    5.1 Restrictions
      on Resale

    


    (i) The
      Issuable Shares.
      The
      Issuable Shares will not be registered under the Securities Act, or the
      securities laws of any state, and cannot be transferred, hypothecated, sold
      or
      otherwise disposed of until; (i) a registration statement with respect to such
      securities is declared effective under the Securities Act, or (ii) the
      Corporation receives an opinion of counsel for the stockholder, reasonably
      satisfactory to counsel for Corporation, that an exemption from the registration
      requirements of the Securities Act is available.

    


    “THE
      SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
      RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE CORPORATION
      RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL
      FOR THE CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
      SUCH
      ACT IS AVAILABLE.”

    


    ARTICLE
      VIII

    MISCELLANEOUS

    


    6.1 Governing
      Law.
      This
      Agreement shall be governed by, enforced, and construed under and in accordance
      with the laws the State of New York without regard to its conflicts of laws
      principles.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.2 Resolution
      of Disputes.

    


    (a) Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the interpretation, breach, termination or validity hereof, shall first be
      resolved through friendly consultation, if possible. Such consultation shall
      begin immediately after one party has delivered to the other party a written
      request for such consultation (the “Consultation
      Date”).
      If
      the dispute cannot be resolved within 30 days following the Consultation Date,
      the dispute shall be submitted to arbitration upon the request of either party,
      with written notice to the other party.

    


    (b) Arbitration.
      The
      arbitration shall be conducted by a tribunal (the “Tribunal”)
      in New
      York, New York under the auspices of the American Arbitration Association
      (“AAA”)
      in
      accordance with the commercial arbitration rules and supplementary procedures
      for international commercial arbitration of the AAA. There shall be three
      arbitrators--one arbitrator shall be chosen by each party to the dispute and
      those two arbitrators shall choose the third arbitrator. All arbitration
      proceedings shall be conducted in English. Each party shall cooperate with
      the
      other in making full disclosure of and providing complete access to all
      information and documents requested by the other party in connection with the
      arbitration proceedings. Arbitration shall be the sole, binding, exclusive
      and
      final remedy for resolving any dispute between the parties; either party may
      apply to any court of competent jurisdiction in the State of New York for
      enforcement of any award granted by the Tribunal.

    


    (c) During
      the period when a dispute is being resolved, except for the matter being
      disputed, the parties shall in all other respects continue to abide by the
      terms
      of this Agreement.

    


    6.3 Notices.
      Any
      notice or other communications required or permitted hereunder shall be
      sufficiently given if personally delivered to it or sent by registered mail
      or
      certified mail, postage prepaid, or by prepaid telegram:

    


    6.4 Schedules;
      Knowledge.
      Each
      party is presumed to have full knowledge of all information set forth in the
      other party's schedules delivered pursuant to this Agreement.

    


    6.5 Entire
      Agreement.
      This
      Agreement represents the entire agreement between the parties relating to the
      subject matter thereof.

    


    6.6 Survival
      of Representations and Warranties.
      The
      representations, warranties, and covenants of the respective parties shall
      survive the Closing Date and the consummation of the transactions herein
      contemplated for a period of one year. All rights and obligations under this
      entire Agreement shall be binding upon and inure to the benefit of the heirs,
      executors, administrators and assigns of the parties.

    


    6.7 Assignment.
      Neither
      this Agreement nor any of the rights, interests or obligations under this
      Agreement shall be assigned by any of the Parties (whether by operation of
      law
      or otherwise) without the prior written consent of the other
      Parties.

    


    6.8 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which taken together shall be but a single
      instrument. For purposes of this Agreement, facsimile signatures may be deemed
      originals.

    


    6.9 Amendment
      or Waiver.
      Every
      right and remedy provided herein shall be cumulative with every other right
      and
      remedy, whether conferred herein, at law, or in equity, and may be enforced
      concurrently herewith, and no waiver by any party of the performance of any
      obligation by the other shall be construed as a waiver of the same of any other
      default then, theretofore, or thereafter occurring or existing. At any time
      prior to the Closing Date, this Agreement may be amended by a writing signed
      by
      all parties hereto, with respect to any of the terms contained herein, and
      any
      term or condition of this Agreement may be waived or the time for performance
      may be extended by a writing signed by the party or parties for whose benefit
      the provision is intended.

    


    6.10 Headings;
      References.
      The
      article, section and paragraph headings contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement. All references herein to “Articles” or
“Sections” shall be deemed to be references to Articles or Sections of this
      Agreement unless otherwise indicated.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.11 No
      Third Party Beneficiaries.
      Except
      as expressly provided by this Agreement, nothing herein is intended to confer
      upon any person or entity not a Party to this Agreement any rights or remedies
      under or by reason of this Agreement.

     

    6.12 Severability;
      Enforcement.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability without rendering invalid or unenforceable
      the remaining terms and provisions of this Agreement or affecting the validity
      or enforceability of any of the terms or provisions of this Agreement in any
      other jurisdiction. If any provision of this Agreement is so broad as to be
      unenforceable, the provisions shall be interpreted to be only so broad as is
      enforceable.

    


    6.13 Rules
      of Construction.
      The
      Parties agree that they have been represented by counsel during the negotiation
      and execution of this Agreement and, therefore, waive the application of any
      law, regulation, holding or rule of construction providing that ambiguities
      in
      an agreement or other document will be construed against the party drafting
      such
      agreement or document.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed and delivered by each party hereto as of the
      date first above written.

     

    
      	 	 	 
	 	CLAYTON
              DUNNING
              GROUP, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Kenneth
              Sidler
	 	
              

              Name:
                Kenneth Sidler

              Title:
                President

            


    

    
       

      
        	 	 	 
	 	THE
                CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Robert
                C.
                Lau
	 	
                

                
                  Name:
                    Robert C. Lau

                  Title:
                    Chairman & Chief Executive
                    Officer

                

              


      

       

      
        
          
            
              	 	    	 
	 	/s/   
                      	Robert
                      C. Lau
	 	
                      

                      
                        
                          
                            Robert
                              C. Lau,
                              Individually

                          

                        

                      

                    


            

            
               

              
                
                  
                    
                      	 	    	 
	 	/s/   
                              	Kenneth
                              A. Sidler
	 	
                              

                              
                                
                                  
                                    
                                      Kenneth
                                        A. Sidler,
                                        Individually

                                    

                                  

                                

                              

                            


                    

                     

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  	 	    	 
	 	/s/   
                          	Ara
                          Proudian
	 	
                          

                          
                            
                              
                                
                                  
                                    Ara
                                      Proudian,
                                      Individually

                                  

                                

                              

                            

                          

                        


                

                 

              

            

          

        

      

    

    
      
        
          
            
              	 	    	 
	 	/s/   
                      	 David
                      Sanducci
	 	
                      

                      
                        
                          David
                            Sanducci,
                            Individually

                        

                      

                    


            

             

          

        

      

      
        	 	 	 
	 	ROADRUNNER
                CAPITAL
                GROUP, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Christopher
                Messalas
	 	
                

                
                  Christopher
                    Messalas