Unassociated Document


    Exhibit
10.2

     

     

    EMPLOYMENT,
NONCOMPETITION, AND NONDISCLOSURE AGREEMENT

     

    


    THIS
EMPLOYMENT, NONCOMPETITION, AND NONDISCLOSURE AGREEMENT (this “Agreement”)
is made as of ______ ___, 2008 (the “Effective
Date”), by and between TERRY LEE (“Employee”),
and HEARTLAND, INC., a Maryland corporation (the “Company”).  Capitalized
terms used but not defined herein shall have the meanings set forth in the Loan
Agreement (as defined below).

     

    Note:  ANY
AND ALL PRIOR EMPLOYMENT AGREEMENTS BETWEEN THE PARTIES ARE TERMINATED AND
SUPERCEDED BY THIS AGREEMENT.

     

    RECITALS

     

    1. Employee
owns _____ shares of common stock of the Company representing  % of the issued
and outstanding Equity Securities of the Company, and Employee is currently the
Chief Executive Officer and Chairman of the Board of Directors of the
Company;

     

    2. Concurrently
with the execution and delivery of this Agreement, the Employee, together with
all other shareholders of Lee Oil Company, Inc., Lee’s Food Marts LLC, and Lee
Enterprises, Inc, (collectively the “Target”) are entering into that certain
Securities Purchase Agreement dated the date hereof, by and among the Company,
as purchaser, and Employee and other shareholders of the Target, as seller, (the
“Purchase
Agreement”), pursuant to which the Company is purchasing all of the
shares of the Target, subject to the terms and conditions of the Purchase
Agreement (the “Acquisition”).

     

    3. Employee
owns _____ shares of common stock of the Target representing  % of the issued
and outstanding Equity Securities of the Target, and Employee is the President
of each of the entities comprising the Target;

     

    4. Concurrently
with the execution and delivery of this Agreement, the Company is entering into
that certain Loan Agreement (the “Loan
Agreement”) and related Loan Documents (as defined in the Loan Agreement)
dated the date hereof, by and among Choice Financial Group, Inc., a North Dakota
corporation, as lender (“Choice”),
and the Company, as borrower, pursuant to which Choice is agreeing, subject to
the terms and conditions of the Loan Agreement, to make term loans from time to
time to the Company in an aggregate amount not to exceed $3,250,000 (the “Term
Loan”);

     

    5. Concurrently
with the execution and delivery of this Agreement, the Employee shall become
holder of that certain Promissory Note (the “Lee Promissory
Note”) dated the date hereof, and the Company, as borrower, pursuant to
which Employee is agreeing, subject to the terms and conditions of the Loan
Agreement, to receive a portion of the compensation payable by the Company to
Employee in the amount of $1,625,000 in connection with the acquisition of the
Target pursuant to the Purchase Agreement (the “Term Loan”);

     

    6. The
Company is using the proceeds of the Term Loan to pay a portion of the purchase
price of the Acquisition;

     

    7. In
connection with the Acquisition and a condition precedent to the Company’s
execution and delivery of the Purchase Agreement, the Company is issuing
1,250,000 shares of its ownership interest, representing  % of the issued
and outstanding shares of stock interest in the Company as of the Effective Date
(the “Employee Equity
Interest”), to Employee on the Effective Date;

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    8. Upon
receiving his  % Employee
Equity Interest in the Company in connection with the Acquisition, Employee will
receive the benefits of the Acquisition and the Term Loan;

     

    9. This
Agreement is ancillary to, and its execution and delivery by Employee is a
condition precedent of the Company’s obligation to execute, the Purchase
Agreement;

     

    10. This
Agreement is ancillary to, and its execution and delivery by Employee is a
condition precedent of Choice’s obligation to execute, the Loan Agreement and
the other Loan Documents;

     

    11. The
Company has offered to employ Employee as the Chief Executive Officer of the
Company for the Employment Term (as defined below), and Employee desires
employment as the Chief Executive Officer of the Company subject to the terms
and conditions of this Agreement;

     

    12. During
the term of Employee’s employment with the Company, the Company will furnish to
Employee the Confidential Information (as defined below) of the Company, which
Employee will utilize in his employment with the Company; and

     

    13. In
consideration for (i) the Company’s execution and delivery of the Purchase
Agreement, (ii) the Company’s payment of the Purchase Price for the Purchase
Agreement and issuance of the Employee Equity Interest to Employee,
(iii) Choice’s execution and delivery of the Loan Documents, (iv) Choice’s
agreement to make the Choice Loan to the Company, (v) the Company’s agreement to
employ Employee for the Employment Term, and (iv) the Company’s promise to
furnish the Confidential Information to Employee during the Employment Term, the
Employee has agreed to enter into this Agreement with the Company.

     

    AGREEMENT

     

    The
Company and Employee (each a “Party” and
collectively, the “Parties”
to this Agreement), intending to be legally bound, agree as
follows:

     

    
      	
              1.  

            	
              EMPLOYMENT

            


    

     

    
      	
              (a)  

            	
              Employment.  The
      Company hereby agrees to employ Employee and Employee hereby accepts such
      employment upon the terms and conditions hereinafter set
      forth.

            


    

     

    
      	
              (b)  

            	
              Duties.  Employee
      shall serve as the Chief Executive Officer of the Company and shall carry
      out (i) the duties that Employee has historically carried out in the
      ordinary course of business of Company and (ii) such other duties as are
      typical, customary and consistent with the historical practices for such
      position, as assigned to him from time to time by the Board of
      Directors.  During the Employment Term, the parties understand
      and agree that the Employee will be engaged in other employment activities
      for other direct and indirect remuneration without the written consent of
      the Company.

            


    

     

    
      	
              (c)  

            	
              Compensation.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    
      	
              (i)  

            	
              In
      consideration for the services to be rendered by Employee hereunder and
      for all rights and covenants granted herein, Company shall pay to Employee
      an annual salary in the amount of $140,000.  This salary shall
      be paid in accordance with the customary payroll practices of the Company
      and subject to such deductions, if any, as are required by applicable law
      and regulations.

            


    

     

    
      	
              (ii)  

            	
              Employee
      shall be entitled to participate in the Company’s various benefit plans on
      terms similar to those received by other key employees and management of
      the Company.

            


    

     

    
      	
              (iii)  

            	
              Company
      shall reimburse Employee for reasonable travel, entertainment, and similar
      expenses that Employee incurs in promoting Company’s business, subject to
      policies, directives, and approval from
Company.

            


    

     

    
      	
              (iv)  

            	
              Employee
      shall be entitled to vacation time, no less than 3 weeks per year and
      otherwise pursuant to Company’s vacation policy in effect from time to
      time.

            


    

     

    
      	
              (v)  

            	
              Company
      shall provide Employee with such facilities, equipment, supplies and
      services as are suitable to his position, for the performance of his
      duties.

            


    

     

    
      	
              (vi)  

            	
              The
      Company shall issue the Employee Equity Interest to Employee, being
      1,250,000 shares of common stock of the Company on the date of execution
      hereof.

            


    

     

    
      	
              (vii)  

            	
              The
      Company hereby grants to Employee an option to purchase up to 364,501
      additional shares of common stock of the Company at the price of $0.33 per
      share, which may be exercised by Employee over the next twelve
      years.

            


    

     

    
      	
              (viii)  

            	
              The
      Company hereby grants to Employee an option to purchase up to 1,458,004
      additional shares of common stock of the Company at the price of $0.33 per
      share, which shall be exercisable on a cashless basis and vest quarterly
      on a pro-rata basis over a period of four years commencing on the date
      hereof.  Upon vesting, this option may be exercised by Employee
      over the next twelve years.  In the event Employee becomes
      terminated from the Company for any reason, the unvested portion of the
      1,458,004 additional shares of common stock of the Company will vest
      immediately.

            


    

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    
      	
              (ix)  

            	
              The
      Company shall issue to Employee 150,000 shares of common stock of the
      Company on the date of execution hereof as a signing
  bonus.

            


    

     

    
      	
              (x)  

            	
              The
      Company may further grant to Employee additional options to purchase
      additional shares of common stock of the Company as the Board of Directors
      deem advisable.

            


    

     

    
      	
              (d)  

            	
              Term.  Unless
      earlier terminated by the Company or Employee in accordance with this
      Agreement, the employment of Employee hereunder shall commence on the date
      first set forth above and continue until the five (5) year anniversary of
      the Effective Date (the “Employment
      Term”); provided,
      that the Employment Term shall automatically be extended for an
      additional period of five (5) years on such five (5) year anniversary of
      the Effective Date, unless the Employee gives written notice to the
      Company of his termination of the Employment Term at least thirty (30)
      days prior to such anniversary date.  Notwithstanding the
      foregoing, the Company may terminate its employment of the Employee for
      Cause prior to the expiration of the Employment Term.  For
      purposes hereof, “Cause”
      shall include, without limitation:

            


    

     

    
      	
              (i)  

            	
              Employee’s
      material breach of this Agreement and Employee’s failure to cure such
      breach within thirty (30) days after receipt of written notice thereof
      (the “Notice
      and Cure
      Period”) setting forth in detail the nature of such alleged breach
      by Employee and the requirement to cure;
or

            


    

     

    
      	
              (ii)  

            	
              Employee
      shall have been convicted of (or plead guilt or nolo contendre to) any
      felony.

            


    

     

    
      	
              (e)  

            	
              Termination for
      Cause.  For Cause as identified and consistent with paragraph 1 (d)
      hereinabove, the Company may terminate its employment of the Employee
      prior to the expiration of the Employment Term upon providing written
      notice to Employee.  Upon such termination, Employee shall be
      entitled to his unpaid salary, if any, up to the date of such termination,
      together with the accelerated and full payment of the outstanding balance
      at termination date of the Lee Promissory Note.   Upon
      payment of the Lee Promissory Note, Employee shall remain bound by his
      covenants in Section
      3 and Section
      4 after termination
      for Cause.

            


    

     

    
      	
              (f)  

            	
              Termination Without
      Cause.  If the Company terminates its employment of the
      Employee without Cause prior to the expiration of the Employment Term, or
      if Employee dies, Employee shall be entitled to receive a severance
      payment from the Company (the “Severance
      Payment”) in an amount equal to the Employee’s salary for the
      remainder of the Employment Term, together with the accelerated and full
      payment of the outstanding balance at termination date of the Lee
      Promissory Note.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              2.  

            	
              ACKNOWLEDGMENTS BY
      EMPLOYEE

            


    

     

    Employee
acknowledges that he has occupied a position of trust with Company prior to the
Effective Date and will continue to occupy a position of trust and confidence
with the Company after the Effective Date.  Employee acknowledges that
the Company has furnished and the Company will continue to furnish, and Employee
has had and will continue to have access to and knowledge of the following
documents and data, any and all of which constitutes confidential information
(collectively, the “Confidential
Information”)
of the Company: (a) any and all trade secrets concerning the business and
affairs of the Company and/or the Company, product specifications, data,
formulae, compositions, processes, designs, sketches, photographs, graphs,
drawings, samples, inventions and ideas, past, current and planned research and
development, current and planned manufacturing and distribution methods and
processes, customer lists, current and anticipated customer requirements, price
lists, market studies, business plans, computer software and programs (including
object code and source code), database technologies, systems, structures,
architectures, processes, improvements, devices, discoveries, concepts, methods,
sales scripts and methodologies and any other information of the Company and/or
the Company, however documented, that is a trade secret under applicable law;
(b) any and all information concerning the business and affairs of the Company
and/or the Company (which includes but is not limited to historical financial
statements, financial projections and budgets, historical and projected sales,
capital spending budgets and plans, the names and backgrounds of key personnel,
contractors, agents, suppliers and potential suppliers, personnel training
methods and materials, techniques and materials and purchasing methods and
techniques), however documented; and (c) any and all notes, analyses,
compilations, studies, summaries and other materials prepared by or for the
Company and/or the Company containing or based, in whole or in part, upon any
information included in the foregoing.

     

    Employee
acknowledges that:

     

    
      	
              (a)  

            	
              Employee
      has received and will receive the benefits of the Acquisition and such
      benefits constitute good and valid consideration for the Employee’s
      covenants set forth in Section
      3 and Section
      4 of this Agreement, which covenants are required by the Company
      and Choice as a condition precedent to the
  Transactions;

            


    

     

    
      	
              (b)  

            	
              through
      Employee’s past employment with the Company and his future employment with
      the Company, the Company has invested and the Company will continue to
      invest considerable time and expense to train Employee and enhance
      Employee’s skills and experience, Employee has built and will continue to
      build relationships with the Company’s customers, and the Company’s
      customers have come to rely on and will continue to rely on Employee’s
      special skills in the Business; and

            


    

     

    
      	
              (c)  

            	
              the
      provisions of Section
      3 and Section
      4 of this Agreement are reasonable in scope and purpose and do not
      impose a greater restraint than is necessary to protect and preserve the
      Company’s goodwill, trade secrets, Confidential Information, customer base
      and other legitimate business
interests.

            


    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              3.  

            	
              CONFIDENTIAL
      INFORMATION

            


    

     

    Employee
acknowledges and agrees that (a) the Confidential Information has economic value
to the Company and constitutes a material portion of the Company’s assets,
without which assets the Company would not agree to execute the Purchase
Agreement and Choice would not agree to execute the Loan Documents, (b) the
Confidential Information is not generally known or readily ascertainable in the
public domain, (c) the Confidential Information is subject to the Company’s
past efforts and the Company’s continuing efforts to maintain its secrecy, and
(d) the protection of the Confidential Information is necessary to protect and
preserve the value and goodwill of the Company and its
Business.  Therefore, Employee hereby agrees during Employee’s
affiliation with the Company and thereafter, not to disclose to any unauthorized
Persons or use for his own account or for the benefit of any third party any
Confidential Information, whether or not such information is embodied in writing
or other physical form or is retained in the memory of Employee, without the
Company’s written consent, unless and to the extent that the Confidential
Information is or becomes generally known to and available for use by the public
other than as a result of Employee's fault or the fault of any other Person
bound by a duty of confidentiality to Company.  Employee agrees to
deliver to the Company, at the time he no longer is affiliated with the Company,
all documents, data, memoranda, notes, plans, records, reports and other
documentation, models, components, devices or computer software, whether
embodied in a disk or in other form (and all copies of all of the foregoing),
that contain Confidential Information and any other Confidential Information
that Employee may then possess or have under his control.

     

    
      	
              4.  

            	
              NONCOMPETITION AND
      NONSOLICITATION

            


    

     

    As
further inducement for (i) the Company to enter into the Purchase Agreement and
to issue the Employee Equity Interest to Employee, the benefits of which
Employee acknowledges constitute good and valuable consideration for the
Employee’s entrance into this Agreement, (ii) Choice to enter into the Loan
Agreement and the other Loan Documents and make the Choice Loan to the Company,
the benefits of which Employee acknowledges constitute good and valuable
consideration for the Employee’s entrance into this Agreement, (iii) the Company
to provide the compensation and other benefits set forth in Section 1,
(iv) the Company to provide the Confidential Information to Employee during the
Employment Term, and (v) the Company to provide the Employee with one (1) year
severance pay equal to the total compensation the Employee would have earned for
the period of one (1) year after termination of the Employee’s employment,
Employee agrees that:

     

    
      	
              (a)  

            	
              For
      a period of one (1) year after termination of the Employee’s employment
      and specifically conditioned upon full payment and satisfaction by the
      Company of the Lee Promissory Note, (“Covenant Period”), and specifically
      conditioned upon the allowance of existing ownership interests of Employee
      that have been disclosed to
Company:

            


    

     

    
      	
              (i)  

            	
              Employee
      shall not, directly engage or own, manage, operate, control or participate
      in the ownership, management or control of, be employed by, or render
      services, or guarantee any obligation of, any Person (other than the
      Company and its Affiliates) engaged in or planning to become engaged in
      any business (as defined in the Company’s Form 10KSB for the year ending
      December 31, 2007 and as conducted by the Target) of the Company anywhere
      in the United States; provided, however, that
      Employee may purchase or otherwise acquire up to (but not more than) one
      percent (1%) of any class of securities of any enterprise (but without
      otherwise participating in the management or activities of such
      enterprise) if such securities are listed on any national or regional
      securities exchange or have been registered under Section 12(g) of the
      Securities Exchange Act of 1934;
and

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              (ii)  

            	
              Employee
      shall not, directly or indirectly, (A) induce or attempt to induce any
      employee or independent contractor of the Company to leave the employ of
      Company; or (B) induce or attempt to induce any customer, supplier,
      licensee, licensor, franchisee, consultant or other Person to cease doing
      business with the Company or in any way interfere with the relationship
      between the Company and any Person who has been a customer, supplier,
      licensee, licensor, franchisee or consultant of the Company or Company at
      any time during the Covenant
Period.

            


    

     

    
      	
              5.  

            	
              REMEDIES

            


    

     

    If
Employee breaches any of the covenants set forth in Section 4
of this Agreement, the Company will be entitled to the following
remedies:

     

    
      	
              (a)  

            	
              damages
      from Employee, as the case may be;
and

            


    

     

    
      	
              (b)  

            	
              to
      obtain injunctive or other equitable relief to restrain any breach or
      threatened breach and otherwise to specifically enforce the provisions of
      Section
      4 of this Agreement, it being agreed that money damages alone are
      inadequate to compensate the Company and are an inadequate remedy for such
      breach.

            


    

     

    
      	
              6.  

            	
              SUCCESSORS AND
      ASSIGNS

            


    

     

    This
Agreement shall be binding upon the Company and the Employee and will inure to
the benefit of Company, its Affiliates, successors and assigns and the Employee
and his heirs.

     

    
      	
              7.  

            	
              WAIVER

            


    

     

    Neither
the failure nor any delay by any Party in exercising any right, power or
privilege under this Agreement will operate as a waiver of such right, power or
privilege, and no single or partial exercise of any such right, power or
privilege will preclude any other or further exercise of such right, power or
privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by applicable law, (a) no claim or right arising
out of this Agreement can be discharged, in whole or in part, by a waiver or
renunciation of the claim or right except in writing; (b) no waiver that may be
given by a Party will be applicable except in the specific instance for which it
is given; (c) no waiver that may be given by a Party will be applicable or
binding upon any other Party; and (d) no notice to or demand on one Party will
be deemed to be a waiver of any obligation of such Party, or of the right of the
Party giving such notice or demand to require the other Party, to take further
action without notice or demand as provided in this Agreement.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              8.  

            	
              ATTORNEY
      FEES

            


    

     

    In the event the Company breaches this
Agreement or in the event Employee files suit to enforce or collect upon the
terms hereof, and in the event the Employee prevails on said claim or claims,
then Company shall pay for the Employee’s reasonable attorney fees and
costs.

     

    
      	
              9.  

            	
              GOVERNING
      LAW

            


    

     

    This
Agreement will be governed by the laws applied by courts of the Commonwealth of
Kentucky to contracts entered into within that state by parties residing within
that state.

     

    
      	
              10.  

            	
              JURISDICTION; SERVICE
      OF PROCESS

            


    

     

    Any
action or proceeding seeking to enforce any provision of, or based upon any
right arising out of, this Agreement may be brought against any of the Parties
in the courts of the Commonwealth of Kentucky, County of Bell or, if it has or
can acquire jurisdiction, in the United States District Court for the Eastern
District of Kentucky, and each of the Parties consents to the exclusive
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to jurisdiction or venue laid
therein.  Process in any action or proceeding referred to in the
preceding sentence may be served on any Party anywhere in the
world.

     

    
      	
              11.  

            	
              SEVERABILITY

            


    

     

    Whenever
possible, each provision and term of this Agreement will be interpreted in a
manner to be effective and valid, but if any provision or term of this Agreement
is held to be prohibited or invalid, then such provision or term will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating or affecting in any manner whatsoever the remainder of such
provision or term or the remaining provisions or terms of this
Agreement.

     

    
      	
              12.  

            	
              COUNTERPARTS

            


    

     

    This
Agreement may be executed and delivered (including by facsimile or Portable
Document Format (pdf) transmission) in one or more counterparts, all of which
will be considered one and the same agreement and will become effective when one
or more counterparts have been signed by each Party and delivered to the other
Party.  Facsimile or pdf transmission of any signed original document
or retransmission of any signed facsimile or pdf transmission will be deemed the
same as delivery of an original.  At the request of any Party, the
other Parties will confirm facsimile or pdf transmission by signing a duplicate
original document.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              13.  

            	
              PERSONAL SERVICES
      ONLY; ADDITIONAL DOCUMENTS

            


    

     

    
      	
               
      

            	
               (a)

            	
              This
      Agreement requires the personal services of Employee only, and Employee
      shall not be entitled to assign any portion of his duties or obligations
      hereunder.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Parties agree to execute all other such documents as may be required to
      effectually or more readily carry out the provisions
    hereof.

            


    

     

    
      	
              14.  

            	
              SECTION HEADINGS,
      CONSTRUCTION

            


    

     

    The
headings of sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation.  All references to
“Section” or “Sections” refer to the corresponding Section or Sections of this
Agreement unless otherwise specified.  All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word “including” does not
limit the preceding words or terms.

     

    
      	
              15.  

            	
              NOTICES

            


    

     

    All
notices, consents, waivers and other communications under this Agreement must be
in writing and will be deemed to have been duly given when (a) delivered by hand
(with written confirmation of receipt); (b) sent by facsimile (with written
confirmation of receipt), provided that a copy is also promptly mailed by
registered mail, return receipt requested; or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
Party may designate by notice to the other Parties):

     

    
      
        	
                 

              	
                      
                  Employee:

                

              	      
                TERRY
      LEE

              
	 
      	 
      	
                P.
      O. Box 2580

              
	 
      	 
      	
                Middlesboro,
      Kentucky 40965

              
	 
      	 
      	 
      
	
                 

              	
                      
                  Company:

                

              	      
                HEARTLAND,
      INC.,

              
	 
      	 
      	      
                1501
      US Hwy 25E

              
	 
      	 
      	      
                Middlesboro,
      KY  40965

              
	 
      	 
      	
                Attn:  Thomas
      Miller

              
	 
      	 
      	 
      
	
                 

              	
                      
                  with
      a copy to:

                

              	Law
      Offices of Stephen M. Fleming PLLC
	 
      	 
      	
                403
      Merrick Avenue, 2nd
      Floor

              
	 
      	 
      	
                East
      Meadow, New York  11554

              
	 
      	 
      	
                Facsimile
      No.: 516-977-1209

              
	 
      	 
      	
                Attention:  Stephen
      M. Fleming, Esq.

              
	 
      	 
      	 
      


      

    

     

    
      	
              16.  

            	
              ENTIRE
      AGREEMENT

            


    

     

    This
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter of this Agreement and supersedes all prior written and oral
agreements and understandings between the Parties with respect to the subject
matter of this Agreement.  This Agreement may not be amended except by
a written agreement executed by the Party to be charged with the
amendment.

     

     

    [Signature
Page Follows]

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

     

    IN
WITNESS WHEREOF, the Parties have executed and delivered this Agreement on
__________ ___, 2008.

     

     

     

    
      
        	 	 	EMPLOYEE:	 
	
                 

              	
                 

              	 	 
	 	 	TERRY
      LEE	 


      

    

     

    
      
        	 	 	 
	 	 	COMPANY:	 
	 	 	 	 
	 	 	
                HEARTLAND,
      INC.,

                a
      Maryland Corporation

              	 


      

       

    

    
      
        	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name:  	 
	 	 	Title:  	 


      

    

     

    
      
        	 	 	CHOICE:	 
	 	 	(signing
      in its capacity as third-party beneficiary)	 
	 	 	 	 
	 	 	Choice
      Financial Group, Inc.,	 
	 	 	 	 
	
                 

              	
                 

              	By:        	 
	 	 	Its: