Unassociated Document


    AMENDED
      AND RESTATED

    EMPLOYMENT
      AND NON-COMPETITION AGREEMENT

    


    Agreement
      made this 11th
      day of
      May, 2006, by and between GEORGE R. JENSEN, JR., an individual ("Jensen"),
      and
      USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").

     

    BACKGROUND

     

    Jensen
      is
      the founder as well as the Chairman and Chief Executive Officer of USA. Jensen
      and USA had entered into an Employment And Non-Competition Agreement dated
      November 20, 1997, a First Amendment thereto dated as of June 17, 1999, a Second
      Amendment thereto dated February 22, 2000, a Third Amendment thereto dated
      January 16, 2002, a Fourth Amendment thereto dated April 15, 2002, a Fifth
      Amendment thereto dated July 16, 2003, and a Sixth Amendment thereto dated
      February 4, 2004. As more fully set forth herein, the parties desire to amend,
      completely restate, and replace the foregoing agreements.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the covenants set forth herein, and intending
      to
      be legally bound hereby, the parties agree as follows:

     

    SECTION
      1. Employment.



    (a) USA
      shall
      employ Jensen as Chairman and Chief Executive Officer commencing on the date
      hereof and continuing through June 30, 2009 (the "Employment Period"), and
      Jensen hereby accepts such employment. Unless terminated by either party hereto
      upon at least 60-days notice prior to end of the original Employment Period
      ending June 30, 2009, or prior to the end of any one year extension of the
      Employment Period, the Employment Period shall not be terminated and shall
      automatically continue in full force and effect for consecutive one year
      periods.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) During
      the Employment Period, Jensen shall devote his full time, energy, skills, and
      attention to the business of USA, and shall not be engaged or employed in any
      other business activity whatsoever, whether or not such activity is pursued
      for
      gain, profit or other pecuniary advantage. During the Employment Period, Jensen
      shall perform and discharge well and faithfully such executive management duties
      for USA as shall be necessary and as otherwise may be directed by the Board
      of
      Directors of USA.

     

    (c)
       Nothing
      contained in subparagraph 1(b) hereof shall prohibit Jensen from investing
      his
      personal assets in businesses which do not compete with USA, where the form
      or
      manner of such investments will not require more than minimal services on the
      part of Jensen in the operation of the affairs of the business in which such
      investments are made, or in which his participation is solely that of a passive
      investor; or from serving as a member of boards of directors, boards of
      trustees, or other governing bodies of any organization, provided that USA
      approves such activities in advance; or from participating in trade
      associations, charitable, civic and any similar activities of a not-for-profit,
      philanthropic or eleemosynary nature; or from attending educational events
      or
      classes. It is understood and agreed that any such permitted activities which
      shall occur during business hours shall be limited to no greater than forty
      hours per year. 

     

    SECTION
      2. Compensation
      and Benefits

     

    (a) In
      consideration of his services rendered, commencing on the date hereof, USA
      shall
      pay to Jensen a base salary of $325,000 per year during the Employment Period,
      subject to any withholding required by law. Jensen's base salary may be
      increased from time to time in the discretion of the Board of
      Directors.

     

    
      
        
        

      

      
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    For
      each
      of the fiscal years ending June 30, 2007, June 30, 2008, and June 30, 2009,
      Jensen shall have the option to elect to have fifty percent (50%) of his base
      salary paid in Common Stock of USA (“Common Stock”) rather than cash. Any such
      election must be made not later than 60-days following the commencement of
      each
      such fiscal year by appropriate notice by Jensen to USA. For the purposes of
      determining the number of shares to be issued to Jensen, the shares shall be
      valued at the average closing bid price for the Common Stock during the 30
      trading days immediately preceding
      the date of any such election by Jensen. If any such election is made, the
      shares issuable to Jensen for the fiscal year would vest ratably on a quarterly
      basis. Jensen acknowledges that the issuance of the shares to him represents
      taxable income to him and that he (and not USA) shall be responsible for the
      payment of any and all income taxes attributable to the issuance of the shares
      to him. Jensen shall make appropriate cash payments to USA to pay for any
      withholding tax liability of USA in connection with the shares. Jensen
      acknowledges that the Common Stock has not been registered under the Securities
      Act of 1933, as amended (the “Act”) or under any state securities law, and the
      Common Stock can not be sold or transferred unless such Common Stock has been
      registered under the Act or such state securities laws, or unless USA has
      received an opinion of its counsel that such registration is not
      required.
      Jensen
      understands that USA has not agreed to register the Common Stock under the
      Act
      or any state securities laws. In
      addition, the certificates representing the Common Stock shall contain such
      legends, or restrictive legends, or stop transfer instructions, as shall be
      required by applicable Federal or state securities laws, or as shall be
      reasonably required by USA or its transfer agent.

    


    (b) In
      addition to the base salary provided for in subparagraph (a), Jensen shall
      be
      eligible to receive such bonus or bonuses as the Board of Directors of USA
      may,
      in their discretion, pay to Jensen from time to time based upon his performance
      and/or the performance of USA. All awards in this regard may be made in cash
      or
      in Common Stock. 

     

    
      
        
        

      

      
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    (c) Jensen
      shall be entitled to be reimbursed by USA for all reasonable expenses reasonably
      incurred by Jensen in connection with his employment duties hereunder. Such
      expenses shall include, but not be limited to, all reasonable business travel
      expenses such as tolls, gasoline and mileage. Jensen shall reasonably document
      all requests for expense reimbursements.

     

    (d) As
      a
      further incentive to Jensen, USA believes it is in the best interest of USA
      to
      issue to Jensen shares of Common Stock in the event there is a USA Transaction
      (as defined below), all as more fully described in Section 3 hereof.


     

     (e)  At
      the
      time of the signing of this Agreement by each of USA and Jensen, USA shall
      issue
      to Jensen options to acquire up to 75,000 shares of USA Common Stock for an
      exercise price of $7.50 per share (which is equal to the average
      closing bid price for the Common Stock during the 30 trading days immediately
      preceding the execution and delivery by USA and Jensen of this
      Agreement).
      The
      options shall vest as
      follows: 25,000 on the date hereof; 25,000 on June 30, 2007; and 25,000 on
      June
      30, 2008.
      The
      options shall be exercisable at any time within five years of vesting. All
      of
      the terms and conditions of the options are set forth in the Option Certificate
      attached hereto as Exhibit "A".

     

    Jensen
      acknowledges that such options are not incentive stock options as such term
      is
      defined in Section 422 of the Internal Revenue Code of 1986, as amended, or
      part
      of an employee stock purchase plan as defined in Section 423 thereunder. As
      a
      result, among other things, taxable income will be realized by Jensen at the
      time of the exercise of any such options.

     

    Jensen
      also acknowledges that neither the options nor the Common Stock underlying
      the
      options have been registered under the Act, or under any state securities laws,
      and neither the options nor the Common Stock underlying the options can be
      sold
      or transferred unless such options or Common Stock have been registered under
      the Act or such state securities laws, or unless USA has received an opinion
      of
      counsel that such registration is not required. Jensen understands that USA
      has
      not agreed to register the options or the underlying Common Stock under the
      Act
      or any state securities laws.

     

    
      
        
        

      

      
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(f)
  On the date of the execution and delivery by each of USA and Jensen of this
  Agreement, USA shall issue to Jensen 75,000 nonvested shares of Common Stock
  as a bonus. These shares shall vest as follows: 25,000 on June 1, 2006; 25,000
  on January 1, 2007; and 25,000 on June 1, 2007. Jensen acknowledges that the
  Common Stock has not been registered under the Act or under any state securities
  law, and the Common Stock can not be sold or transferred unless such Common
  Stock has been registered under the Act or such state securities laws, or unless
  USA has received an opinion of its counsel that such registration is not required.
  Jensen acknowledges that the issuance of the shares to him represents taxable
  income to him and that he (and not USA) shall be responsible for the payment
  of any and all income taxes attributable to the issuance of the shares to him.
  Jensen shall make appropriate cash payments to USA to pay for any withholding
  tax liability of USA in connection with the shares. In addition, the certificates
  representing the Common Stock shall contain such legends, or restrictive legends,
  or stop transfer instructions, as shall be required by applicable Federal or
  state securities laws, or as shall be reasonably required by USA or its transfer
  agent.

     

    SECTION
      3. Common
      Stock Rights.
      

     

    A.
      If at
      any time after the date hereof there shall be a USA Transaction, USA shall
      issue
      to Jensen an aggregate of 140,000 shares of Common Stock (the "Jensen Stock")
      subject to adjustment as provided in subparagraph B of this Section 3. At the
      time of any USA Transaction, all of the shares of Jensen Stock shall
      automatically and without any action on Jensen's
      part be
      deemed to be issued and outstanding immediately prior to any such USA
      Transaction, and shall be entitled to be treated as any other issued and
      outstanding share of Common Stock in connection with such USA Transaction.
      In
      connection with a USA Transaction, USA and/or such successor or purchasing
      corporation, person, or entity, as the case may be, shall recognize and
      specifically provide for the Jensen Stock as provided for in this Section 3.
      

     

    
      
        
        

      

      
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    B. The
      number of shares of Common Stock to be issued to Jensen upon the occurrence
      of a
      USA Transaction shall be subject to adjustment from time to time only as set
      forth hereinafter: (i) in case USA shall declare a Common Stock dividend on
      the
      Common Stock, then the number of shares shall be proportionately increased
      as of
      the close of business on the date of record of said Common Stock dividend in
      proportion to such increase of outstanding shares of Common Stock; or (ii)
      if
      USA shall at any time subdivide its outstanding Common Stock by
      recapitalization, reclassification or split-up thereof, the number of shares
      shall be proportionately increased, and, if USA shall at any time combine the
      outstanding shares of Common Stock by recapitalization, reclassification,
      reverse stock split, or combination thereof, the number of shares shall be
      proportionately decreased. Any such adjustment to the number of shares shall
      become effective at the close of business on the record date for such
      subdivision or combination. All shares of Common Stock issued to Jensen shall
      be, at the time of delivery of the certificates for such Common Stock, validly
      issued and outstanding, fully paid and non-assessable. 

     

    C.
      For
      purposes hereof, the term "USA Transaction" shall mean:

     

    (i)
      the
      acquisition by any person, entity or group required to file (or which would
      be
      required to file if USA had been subject to such provisions) a Schedule 13D
      or
      Schedule 14d-1 promulgated under the Securities Exchange Act of 1934 ("Exchange
      Act") or any acquisition by any person entitled to file (or which would be
      entitled to file if USA had been subject to such provisions) a Form 13G under
      the Exchange Act with respect to such acquisition of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 51%
      or
      more of USA's
      then
      outstanding voting securities entitled to vote generally in the election of
      Directors (the "Outstanding Shares"); or

     

    
      
        
        

      

      
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    (ii)
      approval by the shareholders of USA of a reorganization, merger , consolidation,
      liquidation , or dissolution of USA, or the sale, transfer, lease or other
      disposition of all or substantially all of the assets of USA ( "Business
      Combination"). 



    (iii)
      Notwithstanding subsection (ii) above, and other than in connection with a
      liquidation or dissolution of USA, a Business Combination described in
      subsection (ii) above shall not constitute a USA Transaction if following such
      Business Combination, (A) all or substantially all of the individuals and
      entities who were the beneficial owners of the Outstanding Shares immediately
      prior to such Business Combination beneficially own, directly or indirectly
      ,
      more than 51% of the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of Directors of the entity
      resulting from such business combination (including without limitation, an
      entity which as a result of such transactions owns USA or all or substantially
      all of USA's
      assets
      either directly or through one or more subsidiaries), and (B) no person owns,
      directly or indirectly, 49% or more of the combined voting power of the then
      outstanding voting securities of the entity resulting from such Business
      Combination except to the extent that such ownership existed prior to the
      Business Combination. 

     

    D.
      USA
      shall at its sole cost and expense, take such action as shall be required to
      have the Jensen Stock registered or exempted from registration under applicable
      Federal and state securities laws. As a condition to the issuance by USA of
      any
      Jensen Stock, Jensen shall execute and deliver such representations, warranties,
      and covenants, that may be required by applicable Federal and state securities
      law, or that USA determines is reasonably necessary in connection with the
      issuance of such Jensen Stock. In addition, the certificates representing the
      Jensen Stock shall contain such legends, or restrictive legends, or stop
      transfer instructions, as shall be required by applicable Federal or state
      securities laws, or as shall be reasonably required by USA or its transfer
      agent.

     

    
      
        
        

      

      
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    E.
      The
      Jensen Stock granted hereunder to Jensen shall be irrevocable by USA and are
      unconditional, absolute and fully vested obligations of USA. The Jensen Stock
      shall not be subject to any right of set off, recoupment or any other equitable
      defenses by USA and shall be issued to Jensen in strict accordance with their
      terms. The terms and conditions of this Section 3 shall not be affected by
      the
      termination of Jensen's
      employment with USA for any reason whatsoever, and whether or not any "cause"
      exists therefore, and shall not be affected by Jensen's
      breach
      of this Agreement or any other agreement with USA. 



    F.
      The
      right to receive the Jensen Stock shall be transferable by Jensen, or by any
      subsequent assignee, in whole or in part, at any time or from time to time,
      by
      notice to USA. As a condition precedent of such transfer, the assignee shall
      execute and deliver such representations, warranties, and covenants that may
      be
      required by applicable Federal and state securities laws. In addition, USA
      may
      require that the transferor deliver to USA an opinion of counsel, acceptable
      to
      USA, to the effect that such transfer is permitted under and does not violate
      any applicable state or Federal securities laws. The right to receive the Jensen
      Stock shall be transferable under and pursuant to the last will and testament
      of
      Jensen in accordance with this subparagraph F, and the death of Jensen shall
      not
      affect the right to receive the Jensen Stock, and in such event the right to
      receive the Jensen Stock shall continue in full force and effect in accordance
      with this Section 3.

     

    G.
      There
      has
      been reserved, and the Company shall at all times keep reserved out of the
      authorized and unissued shares of Common Stock, a number of shares of Common
      Stock sufficient to provide for the Jensen Stock. The Company agrees that the
      Jensen Stock shall be, at the time of delivery of the certificates for such
      Jensen Stock, validly issued and outstanding, fully paid and
      non-assessable.

     

    
      
        
        

      

      
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    SECTION
      4. Termination.
      Notwithstanding anything else contained herein, USA may terminate the employment
      of Jensen at any time upon notice delivered to Jensen in the event that (i)
      Jensen commits any criminal or fraudulent act; or (ii) Jensen breaches any
      term
      or condition of this Agreement; or (iii) Jensen willfully abandons his duties
      hereunder. Upon such termination neither party hereto shall have any further
      duties or obligations hereunder whatsoever; provided, however, that all of
      the
      terms and conditions of Section 3 hereof as well as Jensen's obligations under
      Sections 7 and 8 hereof shall survive any such termination.

     

    SECTION
      5. Death
      and Disability.



    (a) If
      Jensen
      shall die during the Employment Period, this Agreement shall terminate as of
      the
      date of such death and except for all of the terms and conditions of Section
      3
      hereof as well as any base salary owed to or bonuses accrued to Jensen as of
      such date, USA shall have no further duties or obligations hereunder
      whatsoever.

     

    (b) If
      USA
      determines in good faith that Jensen is incapacitated by accident, sickness
      or
      otherwise so as to render him mentally or physically incapable of performing
      the
      services required of him hereunder for an aggregate of ninety (90) consecutive
      days, upon the expiration of such period or at any time thereafter, by action
      of
      USA, Jensen's employment hereunder may be terminated immediately, upon giving
      him at least 30 days written notice to that effect, and upon such termination
      except for any base salary or bonuses accrued as of such date neither party
      hereto shall have any further duties or obligations hereunder; provided,
      however, that all of the terms and conditions of Section 3 hereof as well as
      Jensen's obligations under Sections 6 and 7 hereof shall survive any such
      termination. USA shall be entitled to rely upon the advice and opinion of any
      physician of its choosing in making any determination with respect to any such
      disability. In
      the
      case of such termination, USA agrees to maintain existing health care and
      disability benefits on behalf of Jensen for a minimum of one year following
      the
      date of termination.

     

    
      
        
        

      

      
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    SECTION
      6. Business
      Secrets.

     

    (a) Except
      in
      connection with his duties hereunder, Jensen shall not, directly or indirectly,
      at any time from and after the date hereof, and for a one (1) year period
      following the termination of the Employment Period, or for a one (1) year period
      following the termination of Jensen's employment hereunder if earlier, make
      any
      use of, exploit, disclose, or divulge to any other person, firm or corporation,
      any trade or business secret, customer or supplier information, documents,
      know-how, data, marketing information, method or means, or any other
      confidential (i.e. not already otherwise disseminated to or available to the
      public) information concerning the business or policies of USA, that Jensen
      learned as a result of, in connection with, through his employment with, or
      through his affiliation with USA, whether or not pursuant to this
      Agreement.



    (b) From
      and
      after the date hereof, except in connection with his duties hereunder, and
      for a
      one (1) year period following the termination of the Employment Period, or
      for a
      one (1) year period following the termination of Jensen's employment hereunder
      if earlier, Jensen shall not solicit, or divert business from, or serve, or
      sell
      to, any customer or account of USA of which Jensen is or becomes aware, or
      with
      which Jensen has had personal contact as a result of, in connection with,
      through his employment with, or through his affiliation with USA, whether or
      not
      pursuant to this Agreement. Notwithstanding the prior sentence, following the
      termination of Jensen's
      employment with USA, Jensen shall be permitted to sell products to customers
      or
      accounts of USA, provided such products are not competitive with, or similar
      to,
      any products of USA, whether such products are offered now or at any time in
      the
      future by USA. 

     

    
      
        
        

      

      
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    (c) All
      documents, data, know-how, designs, inventions, names, marketing information,
      method or means, materials, software programs, hardware, configurations,
      information, data processing reports, lists and sales analyses, price lists
      or
      information, or any other materials or data of any kind furnished to Jensen
      by
      USA, or developed by Jensen on behalf of USA or at USA's direction or for USA's
      use, or otherwise devised, developed, created, or invented in connection with
      Jensen's employment hereunder or his affiliation with USA, are and shall remain
      the sole and exclusive property of USA, and Jensen shall have no right or
      interest whatsoever thereto, including but not limited to, any copyright or
      patent interest whatsoever. If USA requests the return of any such items
      (including all copies) at any time whatsoever, Jensen shall immediately deliver
      the same to USA.

     

    (d)
       All
      documents, data, know-how, designs, products, ideas, equipment, inventions,
      names, devices, marketing information, method or means, materials, software
      programs, hardware, configurations, information, or any other materials or
      data
      of any kind developed by Jensen on behalf of USA or at its direction or for
      USA's use, or otherwise devised, developed, created, or invented in connection
      with Jensen’s employment with USA or Jensen’s affiliation with USA, and whether
      before or after the date of this Agreement, are and shall remain the sole and
      exclusive property of USA, and Jensen has and shall have no right or interest
      whatsoever thereto. Jensen hereby agrees to and affirms the work-for-hire
      doctrine and acknowledges that all such rights to intellectual property shall
      belong exclusively to USA and not to Jensen. Any and all rights of ownership
      in
      connection with any of the foregoing shall belong solely to USA, and all
      copyright, patent, trademark, or similar rights or interests shall be the sole
      and exclusive property of USA. Jensen hereby assigns, transfers, and conveys
      to
      USA all of Jensen’s right, title and interest in and to any and all such
      inventions, discoveries, improvements, modifications and other intellectual
      property rights and agrees to take all such actions as may be required by USA
      at
      any time and with respect to any such invention, discovery, improvement,
      modification or other intellectual property rights to confirm or evidence such
      assignment, transfer and conveyance. At USA's direction and request, Jensen
      shall execute and deliver any and all forms, documents, or applications required
      under any applicable copyright, patent, trademark, or other law, rule or
      regulation. 

     

    
      
        
        

      

      
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    SECTION
      7. Restrictive
      Covenant.
      From and
      after the date hereof, and for a one (1) year period following the termination
      of the Employment Period, or for a one (1) year period following the termination
      of Jensen's employment hereunder if earlier, Jensen shall be prohibited from
      competing in the United States with the business of USA as presently or as
      hereinafter conducted, including but not limited to the ownership and licensing
      of unattended, credit card activated control systems in the vending, copying,
      debit card, or personal computer industries. For the purposes hereof, the term
      "competing" shall mean acting, directly or indirectly, as a partner, principal,
      stockholder, joint venturer, associate, independent contractor, creditor of,
      consultant, trustee, lessor to, sublessor to, employee or agent of, or to have
      any other involvement with, any person, firm, corporation, or other business
      organization which is engaged in the businesses described in this
      Section.

     

    
      
        
        

      

      
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    SECTION
      8. Remedies.
      Jensen
      acknowledges that any breach by him of the obligations set forth in Sections
      6
      or 7 hereof would substantially and materially impair and irreparably harm
      USA's
      business and goodwill; that such impairment and harm would be difficult to
      measure; and, therefore, total compensation in solely monetary terms would
      be
      inadequate. Consequently, Jensen agrees that in the event of any breach or
      any
      threatened breach by Jensen of any of the provisions of Section 6 or 7 hereof,
      USA shall be entitled in addition to monetary damages or other remedies, to
      equitable relief, including injunctive relief, and to the payment by Jensen
      of
      all costs and expenses incurred by USA in enforcing the provisions thereof,
      including attorneys' fees. The remedies granted to USA in this Agreement are
      cumulative and are in addition to remedies otherwise available to USA at law
      or
      in equity.

     

    SECTION
      9. Waiver
      of Breach.
      The
      waiver by USA of a breach of any provision of this Agreement by Jensen shall
      not
      operate or be construed as a waiver of any other or subsequent breach by Jensen
      of such or any other provision.

     

    SECTION
      10. Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be sent
      by
      certified or registered mail, return receipt requested, postage prepaid, as
      follows:

     

    
      
        
        

      

      
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    To
      USA:

    


    USA
      Technologies, Inc.

    100
      Deerfield Lane, Suite 140

    Malvern,
      Pennsylvania 19355

    Attn:
      Stephen P. Herbert, President 

    


    To
      Jensen:

    


    Mr.
      George R. Jensen, Jr.

    517
      Legion Drive

    West
      Chester, Pennsylvania 19380 

    


    or
      to
      such other address as either of them may designate in a written notice served
      upon the other party in the manner provided herein. All notices required or
      permitted hereunder shall be deemed duly given and received on the second day
      next succeeding the date of mailing.

     

    SECTION
      11. Severability.
      If any
      term or provision of this Agreement or the application thereof to any person
      or
      circumstances shall, to any extent, be invalid or unenforceable, the remainder
      of this Agreement or the application of any such term or provision to persons
      or
      circumstances other than those as to which it is held invalid or unenforceable,
      shall not be affected thereby, and each term and provision of this Agreement
      shall be valid and enforceable to the fullest extent permitted by law. If any
      of
      the provisions contained in this Agreement shall for any reason be held to
      be
      excessively broad as to duration, scope, activity or subject, it shall be
      construed by limiting and reducing it, so as to be valid and enforceable to
      the
      extent compatible with the applicable law.

     

    SECTION
      12. Governing
      Law.
      The
      implementation and interpretation of this Agreement shall be governed by and
      enforced in accordance with the laws of the Commonwealth of Pennsylvania without
      regard to its conflict of laws rules.

     

    
      
        
        

      

      
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    SECTION
      13. Binding
      Effect and Assignability.
      The
      rights and obligations of both parties under this Agreement shall inure to
      the
      benefit of and shall be binding upon their personal representatives, heirs,
      successors and assigns. This Agreement, or any part thereof, may not be assigned
      by Jensen; provided, however, that the Rights described in Section 3 hereof
      may
      be assigned in whole or in part, and from time to time, by Jensen or his
      assignees all as permitted in Section 3. F. hereof. 

     

    SECTION
      14. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement with respect to the subject matter
      hereof between the parties hereto and there are no other agreements between
      the
      parties relating to the subject matter hereof. This Agreement completely
      replaces and supersedes the prior employment agreements entered into between
      Jensen and USA. This Agreement may only be modified by an agreement in writing
      executed by both USA and Jensen.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    
      	 	 	 
	 	USA
              TECHNOLOGIES,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Stephen
              P. Herbert, President
	 	 
	 	 
	 	
              
GEORGE
              R. JENSEN, JR.




    
      
        
        

      

      
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