Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


AGREEMENT made as of the 1st day of January, 2006 by and between Amanda
Sinclair, residing at 7705 Forest Dream, Live Oak, Texas 78233 (hereinafter
referred to as the “Employee”) and PBS Holding, Inc., a Nevada corporation
with principal offices located at 433 Kitty Hawk Drive, Suite 226,
Universal City, Texas 78148.


 


W I T N E
S S E T H:


 


WHEREAS, PBS Holding, Inc. and its subsidiaries (together referred
to as the “Company”) are engaged in the business of assisting clients
to cost effectively outsource the management of human resources including
employee benefits, payroll and workers compensation, and operating professional
employer organizations and temporary staffing services; and


 


WHEREAS, the Company desires to employ the Employee for the purpose of
securing for the Company the experience, ability and services of the Employee;
and


 


WHEREAS, the Employee desires to accept employment with the Company
pursuant to the terms and conditions herein set forth, superseding all prior
oral and written employment agreements and term sheets and letters between the
Company, its subsidiaries and/or predecessors and Employee.


 


NOW, THEREFORE, it is mutually agreed by and between the parties hereto
as follows:


 

















 


ARTICLE I


 


DEFINITIONS


 


1.1           Accrued
Compensation.   Accrued Compensation shall mean an
amount which shall include all amounts earned or accrued through the “Termination
Date” (as defined below) but not paid as of the Termination Date, including (i) Base
Salary, (ii) reimbursement for business expenses incurred by the Employee
on behalf of the Company, pursuant to the Company’s expense reimbursement
policy in effect at such time, (iii) automobile allowance, (iv) discretionary
time and vacation pay, and (v) bonuses and incentive compensation earned
and awarded prior to the Termination Date.


 


1.2           Base Salary.   “Base Salary” shall mean the greater of
the Employee’s annual base compensation (a) at the rate in effect on the
Termination Date or (b) at the highest rate in effect at any time during
the ninety (90) day period prior to the Termination Date; provided however,
Base Salary shall not include the Bonus or any other payment contingent on
performance. Base Salary shall be paid to the Employee in regular installments
on each of the Company’s regular pay dates for executives and subject to all
applicable tax withholding as provided in Section 4.3 hereof.


 


1.3           Cause.   Cause shall mean: (i) willful failure
by the Employee of a reasonable and lawful instruction of the Board of Directors
of the Company consistent with the duties and functions of Employee’s position
which failure is not cured within 15 days following written notice thereof; (ii) conviction
of the Employee of any misdemeanor involving fraud or embezzlement or a similar
crime, or any felony; (iii) fraud, gross negligence or willful misconduct
in the performance of his duties to the Company; or (iv) excessive
absences from work, other than for illness or Disability; provided that the
Company shall not have the right to terminate the employment of Employee
pursuant to the foregoing clauses (i), (iii) and (iv) above unless
written notice specifying such breach, as determined by a resolution of the
Board of


 


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Directors, shall have been
given to the Employee and, in the case of breach which is capable of being
cured, the Employee shall have failed to cure such breach within thirty (30)
days after his receipt of such notice.


 


1.4           Continuation Benefits.   Continuation
Benefits shall be the continuation of the Benefits, as defined in Section 5.1,
for the period from the Termination Date to either (i) the later of the
Expiration Date, or the end of the month in which the final Severance Payment
installment is payable pursuant to this Agreement, or (ii) such other
period as specifically stated by this Agreement (the “Continuation Period”), at
the Company’s expense on behalf of the Employee and his dependents; provided,
however, that the benefits required to be provided during the Continuation
Period with respect to any benefit plan not available to non-employees of the
Company, shall be such benefits as shall be reasonably available and
substantially similar to the benefits provided to employees of the Company on
the Termination Date. The Company’s obligation hereunder with respect to the
foregoing benefits shall also be limited to the extent that if the Employee
obtains any such benefits pursuant to a subsequent employer’s benefit plan, the
Company may reduce the coverage of any benefits it is required to provide
the Employee hereunder as long as the aggregate coverage and benefits of the
combined benefit plans is no less favorable to the Employee than the coverage
and benefits required to be provided hereunder. This definition of Continuation
Benefits shall not be interpreted so as to limit any benefits to which the
Employee, his dependents or beneficiaries may be entitled under any of the
Company’s employee benefit plans, programs or practices following the Employee’s
termination of employment, including, without limitation, retiree medical and
life insurance benefits.


 


1.5           Disability.   Disability
shall mean a physical or mental impairment that substantially limits the
Employee’s ability to substantially perform her duties with the Company


 


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for a period of ninety (90)
consecutive days, and the Employee has not returned to her full-time employment
prior to the Termination Date as stated in the “Notice of Termination” (as
defined below).


 


1.6           Notice of
Termination.   Notice
of Termination shall mean a written notice from the Company, or the Employee,
of termination of the Employee’s employment which indicates the specific
termination provision in this Agreement relied upon, if any, and which sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Employee’s employment under the provision so
indicated.


 


1.7           Severance Payment.   Severance Payment shall mean an amount
equal to 12 months of Base Salary (“Severance Payment”) payable in equal
installments on each of the Company’s regular pay dates for executives during
such 12 month period commencing on the first regular executive pay date
following the Termination Date. For purposes of computing the Severance
Payment, Base Salary shall include any automatic increases to Base Salary to
which the Employee would have been entitled had this Agreement not been
terminated.


 


1.8           Termination
Date.   Termination
Date shall mean (i) in the case of the Employee’s death, her date of
death; (ii) in the case of termination of employment after the Expiration
Date, the last day of employment; and (iii) in all other cases, the date
specified in the Notice of Termination; provided, however, if the Employee’s
employment is terminated by the Company for any reason except Cause, the date
specified in the Notice of Termination shall be at least 30 days from the date
the Notice of Termination is given to the Employee, and provided further that
in the case of Disability, the Employee shall not have returned to the
full-time performance of her duties during such period of at least 30 days.


 


4

















 


1.9           Fiscal Year.   Fiscal
Year shall mean the twelve-month period beginning on January and ending on
December 31.


 


ARTICLE II


 


EMPLOYMENT


 


2.1           Upon the terms and subject
to conditions of this Agreement, the Company hereby employs and agrees to
continue the employment of the Employee, and the Employee hereby accepts such
continued employment in her capacity as Executive Vice President and Chief Operating
Officer.


 


ARTICLE III


 


DUTIES


 


3.1           The Employee shall,
during the Term of her employment with the Company (as defined in Section 8.1
hereof), and subject to the direction and control of the Company’s Board of
Directors, perform such duties and functions as she may be called
upon to perform by the Company’s Board of Directors during the Term of
this Agreement, consistent with her position as Executive Vice President and
Chief Operating Officer.


 


3.2           The Employee agrees to
devote full business time and her best efforts in the performance of her duties
for the Company and any subsidiary of the Company.


 


3.3           Employee shall
undertake regular travel to the Company’s executive and operational offices,
and such other occasional travel within or outside the United States as is or may be
reasonably necessary in the interests of the Company. All such travel shall be
at the sole cost and expense of the Company.


 


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ARTICLE IV


 


COMPENSATION


 


4.1           During the Term (as
defined in Section 8.1) of this Agreement, Employee shall be compensated
per annum a base salary (“Base Salary”) initially at the rate of $150,000. Prior
to or at the beginning of each Fiscal Year, the Board of Directors of the
Company shall determine the fiscal strength and budgetary needs of the Company
and determine what portion of the Base Salary will be payable in cash and what
portion thereof will be payable in options to purchase the Company’s common
stock, par value $.001 (“Common Stock”) pursuant to the Company’s 2004 Stock
Option Plan (“Option Plan”); provided, however, that in no event will the cash
portion of the Base Salary be less than $90,000 in any Fiscal Year. If the
Board of Directors determines that a portion of the Base Salary will be payable
in options to purchase Common Stock, the number of options issuable shall be
equal to (i) the amount of Base Salary reserved for options divided by (ii) the
average of the closing sales prices for the last five (5) trading days on
which actual sales occurred during the previous calendar year (collectively,
the “Options Issued in Lieu of Base Salary”). The Options Issued in Lieu of
Base Salary shall be issued by the Company to the Employee in 12 equal monthly
installments of such Options on the last business day of each calendar month. In
the event the Company completes an acquisition of any business or assets in any
Fiscal Year, for purposes of this Section 4.1, the Company shall exclude
from gross revenues of the Company for such applicable Fiscal Year the gross
revenues related to such acquired business or assets. For the 2006 Fiscal Year,
the cash portion of the Base Salary shall be fixed at $136,471.40.


 


4.2           Employee shall be
eligible to receive from time to time a bonus (the “Bonus”) in the discretion
of the Board of Directors, or if the Board so designates, the Compensation
Committee of the Board of Directors based on the annual financial and operating
performance of


 


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the Company. The Bonus payable pursuant
to this Section 4.2 shall be payable not later than the last day of the
first calendar quarter following the Fiscal Year applicable to such Bonus. At
the sole discretion of the Board of Directors of the Company, or if the Board
so designates the Compensation Committee of the Board of Directors, the Bonus
payable may be payable in cash or in grants of options to purchase shares
of Common Stock pursuant to the Option Plan in the amounts and at exercise
prices as determined by the Board of Directors, or if the Board so designates,
the Compensation Committee of the Board of Directors. Such options shall be
vested on the date of grant.


 


4.3           The Company shall
deduct from Employee’s compensation all federal, state, and local taxes, which
it may now or may hereafter be required to deduct.


 


4.4           Employee may receive
such other additional compensation as may be determined from time to time
by the Board of Directors including bonuses other than as specified in Sections
4.2 and other long term compensation plans. Nothing in this Section 4.4
shall be deemed or construed to require the Board to award any bonus or
additional compensation.


 


ARTICLE V


 


BENEFITS


 


5.1           During the Term hereof,
the Company shall provide Employee with the following benefits (the “Benefits”):
(i) group health care and insurance benefits as generally made available


 


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to the Company’s senior
management; and (ii) such other insurance benefits obtained by the Company
and made generally available to the Company’s senior management.


 


5.2           During the Term hereof,
the Company will provide an automobile for Employee’s use. The Employee shall receive
an expense allowance for such automobile equal to five percent (5%) of Employee’s
Base Salary for actual expenses to maintain such automobile, including without
limitation, gas and maintenance. In addition, the Company shall reimburse
Employee, upon presentation of appropriate vouchers and other suitable
documentation, for other expenses incurred by Employee on behalf of the Company
including but not limited to, the cost and use of a cell phone, beeper or
pager, travel expenses for transportation, lodging, meals and entertainment,
and other reasonable expenses necessary to perform Employee’s duties for
the Company.


 


5.3           During the Term hereof,
Employee shall be entitled to paid vacation at the rate of four (4) weeks
per annum based upon Employee’s Base Salary then in effect.


 


5.4           In the event that any
expenses paid by the Company are deemed to be income to Employee pursuant to
any rules and regulations of the Internal Revenue Service such expenses
will be provided to Employee in addition to and not part of Employee’s
Base Salary.


 


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ARTICLE VI


 


NON-DISCLOSURE


 


6.1           The Employee shall not,
at any time during or after the termination of her employment hereunder, except
when acting on behalf of and with the authorization of the Company, or when
required by law or legal process, or where appropriate in response to
regulatory authorities, make use of or disclose to any person, corporation, or
other entity, for any purpose whatsoever, any trade secret or other
confidential information concerning the Company’s business, finances,
marketing, computerized payroll, accounting and information business, personnel
and/or employee leasing business of the Company and its subsidiaries, including
information relating to any customer of the Company, or any other nonpublic
business information of the Company and/or its subsidiaries learned as a
consequence of Employee’s employment with the Company, except for information
available publicly or from other non-confidential sources  (collectively referred to as the “Proprietary
Information”). The Employee acknowledges that Proprietary Information, as they may exist
from time to time, are valuable and unique assets of the Company, and that
disclosure of any such information would cause substantial injury to the
Company. Proprietary Information shall cease to be Proprietary Information, as
applicable, at such time as such information becomes public other than through
disclosure, directly or indirectly, by Employee in violation of this Agreement.


 


6.2           If Employee is
requested or required (by oral questions, interrogatories, requests for
information or document subpoenas, civil investigative demands, or similar
process) to


 


9

















 


disclose any Proprietary
Information,  Employee shall, unless
prohibited by law, promptly notify the Company of such request(s) so that the
Company may seek an appropriate protective order.


 


ARTICLE VII


 


RESTRICTIVE COVENANT


 


7.1           In the event of the
termination of employment with the Company at any time prior to the expiration
of the Term hereof, or Employee’s discharge in accordance with Article IX,
or the expiration of the Term hereof without renewal, Employee agrees that she
will not, for period of one (1) year following such termination, directly
or indirectly, enter into or become associated with or engage in any other
business  (whether as a partner, officer,
director, shareholder, employee, consultant, or otherwise), which business is
primarily involved in assisting clients to cost effectively outsource human resources
requirements and operating professional employer organizations or temporary
staffing services, or is otherwise engaged in the same business as the Company
in direct competition with the Company in the geographic locations where the
Company currently conducts business or in geographic locations where the
Company was in the process of developing potential business relationships,
during the tenure of Employee’s employment by the Company. Notwithstanding the
foregoing, the ownership by Employee of less than five percent (5%) of the
shares of any publicly held corporation shall not violate the provisions of
this Article VII.


 


7.2           In furtherance of the
foregoing, Employee shall not during the aforesaid period of non-competition,
directly or indirectly, in connection with any business primarily involved in assisting
clients to cost effectively outsource human resources requirements and operating
professional employer organizations or temporary staffing services, or any
business similar to the


 


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business in which the Company
was engaged, or in the process of developing during Employee’s tenure with the
Company, solicit any customer or employee of the Company who was a customer or
employee of the Company during the tenure of her employment.


 


7.3           Except as otherwise may be
agreed by the Company in writing, in consideration of the employment of
Employee by the Company, and free of any additional obligations of the Company
to make additional payment to Employee, Employee agrees to irrevocably assign
to the Company any and all inventions, software, manuscripts, documentation,
improvements or other intellectual property whether or not protectable by any
state or federal laws relating to the protection of intellectual property,
relating to the present or future business of the Company that are developed by
Employee prior to the termination of her employment with the Company, either
alone or jointly with others, and whether or not developed during normal
business hours or arising within the scope of her duties of employment. Employee
agrees that all such inventions, software, manuscripts, documentation,
improvement or other intellectual property shall be and remain the sole and
exclusive property of the Company and shall be deemed the product of work for
hire. Employee hereby agrees to execute such assignments and other documents as
the Company may consider appropriate to vest all right, title and interest
therein to the Company and hereby appoints the Company as Employee’s attorney-in-fact
with full powers to execute such document itself in the event Employee fails or
is unable to provide the Company with such signed documents. Notwithstanding
the foregoing, this provision does not apply to an invention for which no
equipment, supplies, facility, or trade secret information of the Company was
used and which was developed entirely on Employee’s own time, unless (a) the
invention relates (i) to the business of the Company, or (ii) to the
Company’s actual or demonstrably anticipated research or


 


11

















 


development, or (b) the
invention results from any work performed by Employee for the Company.


 


7.4           If any court shall hold
that the duration of non-competition or any other restriction contained in this
Article VII is unenforceable, it is our intention that same shall not
thereby be terminated but shall be deemed amended to delete therefrom such
provision or portion adjudicated to be invalid or unenforceable or, in the
alternative, such judicially substituted term may be substituted therefor.


 


ARTICLE VIII


 


TERM


 


8.1           This Agreement shall be
for a term (the “Term”) commencing on January 1, 2006 (the “Commencement
Date”) and terminating on December 31, 2011 (the “Expiration Date”),
unless sooner terminated upon the death of the Employee, or as otherwise
provided herein.


 


8.2           Unless this Agreement
is earlier terminated pursuant to the terms hereof, the Company agrees to use
its best efforts to notify Employee in writing whether it intends to negotiate
a renewal of this Agreement six (6) months prior to the Expiration Date.


 


8.3           Upon termination of the
Employee’s employment by the Company on or after the Expiration Date for any
reason except Cause, the Company shall pay Employee, in addition to any other
payments due hereunder, the Severance Payment.


 


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ARTICLE IX


 


TERMINATION


 


9.1           The Company may terminate
this Agreement by giving a Notice of Termination to the Employee in accordance
with this Agreement for the following reasons:


 


a.             for Disability; or


 


b.             for
Cause.


 


9.2           Employee may terminate
this Agreement by giving a Notice of Termination to the Company in accordance
with this Agreement, at any time. If the Employee voluntarily terminates this
Agreement, the Company shall pay and/or provide to the Employee, her Accrued
Compensation.


 


9.3           If the Employee’s
employment with the Company shall be terminated, the Company shall pay and/or
provide to the Employee the following compensation and benefits in lieu of any
other compensation or benefits arising under this Agreement or otherwise:


 


a.             if
the Employee was terminated by the Company for Cause,  the Accrued Compensation;


 


b.             if
the Employee was terminated by the Company for Disability, the Accrued Compensation,
the Severance Payment and the Continuation Benefits; or


 


c.             if
termination was due to the Employee’s death, the Accrued Compensation; or


 


d.             if
termination was due if the Employee was terminated by the Company prior to the
Expiration Date without Cause, (i) the Accrued Compensation;  (ii)  the greater of (A) the Base
Salary to the Expiration Date, or (B) the Severance Payment;  and (iii)  the Continuation Benefits.


 


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9.4           The amounts payable
under this Section 9, shall be paid as follows:


 


a.             Accrued
Compensation shall be paid within five (5) business days after the
Employee’s Termination Date (or earlier, if required by applicable law).


 


b.             If
the Continuation Benefits are paid in cash, the payments shall be made on the
first day of each month during the Continuation Period (or earlier, if required
by applicable law).


 


c.             The
Severance Payments shall be paid in accordance with the Company’s regular pay
periods (or earlier, if required by applicable law).


 


9.5           The Employee shall not
be required to mitigate the amount of any payment, including the value of any
Continuation Benefit, provided for in this Agreement by seeking other
employment or otherwise and no such payment shall be offset or reduced by the
amount of any compensation or benefits provided to the Employee in any
subsequent employment except as provided in Section 1.4.


 


9.6           Employee agrees that as
long as Employee is entitled to receive any payments under this Agreement,
Employee will not make any negative or derogatory statements in verbal,
written, electronic or any other form about the Company, including, but
not limited to, a negative or derogatory statement made in, or in connection
with, any article or book, on a website, in a chat room or via the
internet except where such statement is required by law or regulation.


 


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ARTICLE X


 


TERMINATION OF PRIOR AGREEMENTS


 


10.1         This Agreement, and any
stock option, bonus plan and benefit plan described herein,  sets forth the entire agreement between the
parties and supersedes all prior agreements, letters and understandings between
the parties, whether oral or written prior to the effective date of this
Agreement.


 


ARTICLE XI


 


ARBITRATION AND INDEMNIFICATION


 


11.1         Any dispute arising out
of the interpretation, application, and/or performance of this Agreement with
the sole exception of any claim, breach, or violation arising under Articles VI
or VII hereof shall be settled through final and binding arbitration before a
single arbitrator in the State of Texas in accordance with the Rules of
the American Arbitration Association “Association”). The arbitrator shall be
selected by the Association and shall be an attorney-at-law experienced in the
field of corporate law. Any judgment upon any arbitration award may be
entered in any court, federal or state, having competent jurisdiction of the
parties.


 


11.2         The Company hereby agrees
to indemnify, defend, and hold harmless the Employee for any and all claims
arising from or related to her employment by the Company at any time asserted,
at any place asserted, to the fullest extent permitted by law. The Company
shall maintain such insurance as is necessary and reasonable to protect the
Employee from any and all claims arising from or in connection with her
employment by the Company during the term of Employee’s employment with the
Company and for a period of six (6) years after the date of termination of
employment for any reason. The provisions of this Section 11.2 are in
addition


 


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to and not in lieu of any
indemnification, defense or other benefit to which Employee may be
entitled by statute, regulation, common law or otherwise.


 


ARTICLE XII


 


SEVERABILITY


 


If any provision of this Agreement shall be held invalid and
unenforceable, the remainder of this Agreement shall remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall remain in full force and effect in all other
circumstances.


 


ARTICLE XIII


 


NOTICE


 


For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when (a) personally delivered or (b) sent
by  (i) a nationally recognized
overnight courier service or (ii) certified mail, return receipt
requested, postage prepaid and in each case addressed to the respective
addresses as set forth below or to any such other address as the party to
receive the notice shall advise by due notice given in accordance with this
paragraph. All notices and communications shall be deemed to have been received
on (A) if delivered by personal service, the date of delivery thereof; (B) if
delivered by a nationally recognized overnight courier service, on the first
business day following deposit with such courier service; or (C) on the
third business day after the mailing thereof via certified mail. Notwithstanding
the foregoing, any notice of change of address shall be effective only upon
receipt.


 


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The current addresses of the parties are as follows:


 


	
  IF
  TO THE COMPANY:

  	
  PBS Holdings, Inc.

  
	
   

  	
  433
  Kitty Hawk Drive, Suite 226

  
	
   

  	
  Universal
  City, TX 78148

  
	
   

  	
  Attention:
  President and Chief Executive Officer

  
	
   

  	
   

  
	
  WITH
  A COPY TO:

  	
  Stanley
  R. Goldstein, Esq.

  
	
   

  	
  Goldstein &
  DiGioia, LLP

  
	
   

  	
  45
  Broadway, 11th Floor

  
	
   

  	
  New
  York, NY 10006

  
	
   

  	
   

  
	
  IF
  TO THE EMPLOYEE:

  	
  Amanda
  Sinclair

  
	
   

  	
  7705
  Forest Dream

  
	
   

  	
  Live
  Oak, TX 78233

  



 


ARTICLE XIV


 


BENEFIT


 


This Agreement shall inure to, and shall be binding upon, the parties
hereto, the successors and assigns of the Company, and the heirs and personal
representatives of the Employee.


 


ARTICLE XV


 


WAIVER


 


The waiver by either party of any breach or violation of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of construction and validity.


 


ARTICLE XVI


 


GOVERNING LAW


 


This Agreement has been negotiated and executed in the State of Texas. The
law of the State of Texas shall govern the construction and validity of this
Agreement.


 


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ARTICLE XVII


 


JURISDICTION


 


Any or all actions or proceedings which may be brought by the
Company or Employee under this Agreement shall be brought in courts having a
situs within the State of Texas, and Employee and the Company each hereby
consent to the jurisdiction of any local, state, or federal court located
within the State of Texas.


 


ARTICLE XVIII


 


ENTIRE AGREEMENT


 


This Agreement contains the entire agreement between the parties hereto.
No change, addition, or amendment shall be made hereto, except by written
agreement signed by the parties hereto.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement and affixed their signatures
the day and year first above written.


 


	
   

  	
  PBS Holding, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Patrick D. Matthews

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amanda Sinclair

  
					



 


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