EXECUTION
      VERSION

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT is entered into and effective as of the 9th
      day of March 2008, by and between VILLAGE BANK, a Virginia chartered bank
      corporation (the "Corporation") and William D. Stegeman (the "Executive").
      

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Corporation desires to retain the services of Executive on the terms and
      conditions set forth herein and, for purpose of effecting the same, the Board
      of
      Directors of the Corporation has approved this Employment Agreement and
      authorized its execution and delivery on the Corporation's behalf to the
      Executive; and

    


    WHEREAS,
      the
      Corporation and Village Bank and Trust Financial Corporation have entered into
      an Agreement and Plan of Reorganization and Merger dated March 9, 2008 with
      River City Bank (the “Merger Agreement”) pursuant to which River City Bank would
      merge with and into the Corporation (the “Merger”); and

    


    WHEREAS,
      the
      Executive has significant experience serving in senior bank management
      positions, including those of President and CEO at River City Bank, and the
      Corporation desires to employ the Executive as a key executive officer of the
      Corporation whose dedication, availability, advice and counsel to the
      corporation is deemed important to the Board of Directors of the Corporation,
      the Corporation and its stockholders;

    


    WHEREAS,
      the
      services of the Executive, his experience and knowledge of the affairs of the
      Corporation, and his reputation and contacts in the industry are valuable to
      the
      Corporation; and

    


    WHEREAS,
      the
      Corporation wishes to attract and retain such well-qualified executives and
      it
      is in the best interests of the Corporation and of the Executive to secure
      the
      services of the Executive; and

    


    WHEREAS,
      the
      Corporation considers the establishment and maintenance of a sound management
      to
      be part of its overall corporate strategy and to be essential to protecting
      and
      enhancing the best interests of the Corporation and its stockholders;
      and

    


    NOW,
      THEREFORE,
      to
      assure the Corporation of the Executive's dedication, the availability of his
      advice and counsel to the Corporation,
      and to
      induce the Executive to remain and continue in the employ of the Corporation
      and
      for other good and valuable consideration, the receipt and adequacy whereof
      each
      party hereby acknowledges, the Corporation and the Executive hereby agree as
      follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1. EMPLOYMENT:
      The
      Corporation agrees to, and does hereby, employ Executive, beginning on the
      effective date of the Merger and the Executive agrees to, and does hereby,
      accept such employment, for the period beginning on the effective date of the
      Merger and ending on the second anniversary of the effective date of the Merger,
      which period of employment may be extended or terminated only upon the terms
      and
      conditions hereinafter set forth.

    


    Until
      the
      Merger is completed, neither Executive nor the Corporation shall have any
      obligations to the other under this Agreement.

    


    If
      the
      Merger is not completed, then on the date the Merger Agreement terminates,
      this
      Agreement also shall terminate.

    


    2. EXECUTIVE
      DUTIES:
      Executive agrees that, during the term of his employment under this Agreement
      and in his capacity of
      Senior Vice President,
      he will
      devote his full business time and energy to the business, affairs and interests
      of the Corporation and serve it diligently and to the best of his ability.
      The
      services and duties to be performed by Executive shall be those appropriate
      to
      his office and title as currently and from time to time hereafter specified
      in
      the Corporation's By-laws or otherwise specified by the President
      of the Corporation. It is acknowledged that Mr. Stegeman is an operating member
      of Hartoak Properties, L. L. C. which will not impact his Bank
      work.

    


    3. COMPENSATION:
      The
      Corporation agrees to pay Executive, and Executive agrees to accept, as
      compensation for all services rendered by him to the Corporation during the
      period of his employment under this Agreement, base salary at the annual rate
      of
One
      Hundred Thirty-One
      Thousand Dollars ($131,000.00),
      which
      shall be payable in monthly, semi-monthly or bi-weekly installments in
      conformity with Corporation's policy relating to salaried employees. Such salary
      may be increased in the sole and absolute discretion of the Corporation's Board
      of Directors or Committee thereof duly authorized by the Board to so act. The
      Board of Directors, in its discretion, may cause the Corporation to pay bonuses
      to the Executive from time to time.

    


    4. PARTICIPATION
      IN BENEFIT PLANS, REIMBURSEMENT OF BUSINESS EXPENSES AND OTHER
      BENEFITS:
      (i)
      During the term of employment under this Agreement, Executive shall be entitled
      to participate in any pension, group insurance, hospitalization, deferred
      compensation or other benefit, bonus or incentive plans of the Corporation
      presently in effect (including, without limitation, stock option plans) or
      hereafter adopted by the Corporation and generally available to any employees
      of
      senior executive status, and, additionally, Executive shall be entitled to
      have
      the use of Corporation's facilities and executive benefits as are customarily
      made available by the Corporation to its executive officers. 

    


    (ii) During
      the term of this Agreement, to the extent that such expenditures are
      substantiated by the Executive as required by the Internal Revenue Service
      and
      policies of the Corporation, the Corporation shall reimburse the Executive
      promptly for all expenditures (including travel, entertainment, parking,
      business meetings, and the monthly costs, including dues, of maintaining
      memberships at appropriate clubs) made in accordance with rules and policies
      established from time to time by the Board of Directors of the Corporation
      in
      pursuance and furtherance of the Corporation's business and good
      will.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (iii) The
      Corporation shall provide a monthly stipend of Five Hundred Dollars ($500.00)
      to
      the Executive for the maintenance and expense of operation of the Executive's
      automobile. Additionally, the Bank will reimburse 1⁄2 of the $350.00 Monthly dues
      for membership in the Federal Club.

    


    Section
      5. is intentionally omitted.

    


    6. ILLNESS:
      In the
      event Executive is unable to perform his duties with reasonable accommodations
      under this Agreement on a full-time basis for a period of four (4) consecutive
      months by reason of illness or other physical or mental disability, and at
      or
      before the end of such period he does not return to work on a full-time basis,
      the Corporation may terminate this Agreement without further or additional
      compensation payment being due the Executive from the Corporation pursuant
      to
      this Agreement, except benefits accrued through the date of such termination
      under employee benefit plans of the Corporation. These benefits shall include
      long-term disability and other insurance or other benefits then regularly
      provided by the Corporation to disabled employees, as well as any other
      insurance benefits so provided.

    


    7. DEATH:
      In the
      event of Executive's death during the term of this Agreement, this Agreement
      shall terminate as of the end of the month in which Executive dies. This


    Section
      7
      shall not affect the rights of any person under other contract between the
      Executive and either the Corporation or under any life insurance
      policy.

    


    8. TERMINATION
      WITHOUT CAUSE/RESIGNATION FOR GOOD REASON:

    


    (a) Notwithstanding
      the provisions of Section 1 hereof, the Board of Directors of the Corporation
      may, without Cause (as hereafter defined), terminate the Executive's employment
      under this Agreement at any time in any lawful manner by giving not less than
      thirty (30) days written notice to the Executive. The Executive may resign
      for
      Good Reason (as hereafter defined) at any time by giving not less than thirty
      (30) days written notice to the Corporation. If the Corporation terminates
      the
      Executive's employment without Cause or the Executive resigns for Good Reason,
      then in either event:

    


    (i) The
      Executive shall be paid for the remainder of the then current term of this
      Agreement, at such times as payment was theretofore made, the salary required
      under Section 4 that the Executive would have been entitled to receive during
      the remainder of the then current term of this Agreement had such termination
      not occurred; and

    


    (ii) The
      Corporation shall maintain in full force and effect for the continued benefit
      of
      the Executive for the next six (6) months following the month in which the
      termination occurs, all employee benefit plans and programs or arrangements
      in
      which the Executive was entitled to participate immediately prior to such
      termination, provided that continued participation is possible under the general
      terms and provisions of such plans and programs. In the event that Executive's
      participation in any such plan or program is barred, the Corporation shall
      arrange to provide the Executive with benefits substantially similar to those
      which the Executive was entitled to receive under such plans and
      program.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (iii) The
      Executive shall thereon have no further recourse, and the Corporation shall
      have
      no further obligation, under the Agreement.

    


    (b) For
      purposes of this Agreement, "Good Reason" shall mean:

    


    (i) The
      assignment of duties to the Executive by the Corporation which (A) are
      materially different from the Executive's duties on the date hereof, or (B)
      result in the Executive having significantly less authority and/or
      responsibility than he has on the date hereof, without his express written
      consent;

    


    (ii) The
      removal of the Executive from or any failure to re-elect him to the position
      of
Senior
      Vice President
      of the
      Corporation, except in connection with a termination of his employment by the
      Corporation for Cause or by reason of the Executive's disability or
      death;

    


    (iii) A
      reduction by the Corporation of the Executive's base salary to less than
One
      Hundred Thirty-One Thousand Dollars ($131,000.00) per year; 

    


    (iv) The
      failure of the Corporation to provide the Executive with substantially the
      same
      fringe benefits (including paid vacations) that were provided to him immediately
      prior to the date hereof; or

    


    (v) The
      failure of the Corporation to obtain the assumption of and agreement to perform
      this Agreement by any successor as contemplated in Section 11(c)
      hereof.

    


    (c) Resignation
      by the Executive for Good Reason shall be communicated by a written Notice
      of
      Resignation to the Corporation, within
      fourteen (14) days of the initial existence of the condition constituting Good
      Reason and following a thirty (30) day period in which the Employer may remedy
      the condition without incurring any obligation hereunder.
      A
      "Notice of Resignation" shall mean a notice which shall indicate the specific
      provision(s) in this Agreement relied upon and shall set forth in reasonable
      detail the facts and circumstances claimed to provide a basis for a resignation
      for Good Reason.

    


    (d) If
      within
      thirty (30) days after any Notice of Resignation is given the Corporation
      notifies the Executive that a dispute exists concerning the resignation for
      Good
      Reason and that it is requesting arbitration pursuant to Section 17, the
      Corporation shall continue to pay the Executive his full salary and benefits
      as
      described in Sections 4 and 5, as and when due and payable, at least until
      such
      time as a final decision is reached by the panel of arbitrators. If Good Reason
      for resignation by the Executive is ultimately determined not to exist, then
      all
      sums paid by the Corporation to the Executive, including but not limited to
      the
      cost to the Corporation of providing the Executive such fringe benefits, from
      the date of such resignation to the date of the resolution of such dispute
      shall
      be promptly repaid by the Executive to the Corporation with interest at the
      rate
      charged from time to time by the Corporation to its most substantial customers
      for unsecured extensions of credit. Should it ultimately be determined that
      Good
      Reason for resignation by the Executive is ultimately determined to exist,
      then
      the Executive shall be entitled to retain all sums paid to him pending the
      resolution of such dispute and he shall be entitled to receive, in addition,
      the
      payments and other benefits provided for in Section 8(a).


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    A
      failure
      by the Corporation to notify the Executive that a dispute exists concerning
      the
      resignation for Good Reason within thirty (30) days after any Notice of
      Resignation is given shall constitute a final waiver by the Corporation of
      its
      right to contest either that such resignation was for Good Reason or its
      obligations to the Executive under Section 8(a) hereof.

    


    
      	 	
              (e)

            	
              If
                the Executive's employment terminates after a Change of Control (as
                defined in Section 10 hereof), the payments to which he is entitled
                pursuant to Section 10 shall be in lieu of any payment to which he
                might
                otherwise be entitled under the terms of Section 8(a)(i). The benefits
                to
                which the Executive is entitled under Section 8(a)(ii) shall be payable
                whether or not his employment terminates after a Change of
                Control

            


    

    .

    


    9. RESIGNATION-TERMINATION
      FOR CAUSE_REGULATORY TERMINATION –
The
      Bank or the Executive may terminate this Agreement, with or without cause,
      subject to the following conditions:

    


    
      	
            	(a)	
              Notwithstanding
                the provision of Section 1 of this agreement, the Board of Directors
                of
                the Corporation may, in its sole discretion, terminate the Executive’s
                employment for Cause. For the purpose of this agreement, “Cause” shall
                mean personal dishonesty, incompetence, willful misconduct, breach
                of
                fiduciary duty involving personal profit, intentional failure to
                perform
                stated duties, willful violation of any law, rule, or regulation
                (other
                than traffic violations or similar offenses) or final cease-and-desist
                order, repeated abuse of alcohol or illegal drugs by Executive which
                substantially affects his ability to perform his job duties or which
                results in material economic injury to the Corporation or material
                breach
                of any provision of this agreement.

            


    

    


    
      	
            	(b)	
              If
                the Executive is discharged by the Corporation for Cause, or he terminates
                his employment without default by the Corporation in performance
                of its
                obligations under this Agreement, the Corporation shall have no further
                obligation to him, and he shall have no further rights under this
                Agreement.

            


    

    


    
      	
            	(c)	
              In
                the event the Executive resigns from or otherwise voluntary terminates
                his
                employment by the Corporation at any time (except for Good Reason),
                or if
                the Corporation rightfully terminates the Executive’s employment for
                Cause, the Corporation thereafter shall have no obligation to make
                any
                further payments under this Agreement.


            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	
            	(d.)	
              If
                Executive is suspended and/or prohibited from participating in the
                conduct
                of the Corporation’s affairs by a notice served under the Federal Deposit
                Insurance Act or any other regulatory authority, the Corporation’s
                obligations under this agreement shall be terminated.  

            


    

    


    10. CHANGE
      OF CONTROL:

    


    (a) If
      the
      Executive's employment terminates for any reason other than for Cause or
      voluntary resignation during the term of this Agreement and any renewal term
      following a Change of Control, the Corporation shall

    


    (i) On
      or
      before the Executive's last day of employment with the Corporation (in addition
      to all other payments
      and benefits to which the Executive is entitled under any other contract) pay
      to
      the Executive as compensation for services rendered to it a cash amount (subject
      to any applicable payroll or other taxes required to be withheld) equal to
      two
      (2.00) times the Executive's salary and bonus received during the twelve (12)
      months ending with the termination of the Executive's employment, provided
      that,
      at the option of the Executive, the cash amount required to be paid hereby
      shall
      be paid by the Corporation in equal monthly installments over the twenty-four
      (24) months succeeding the date of termination, payable on the first day of
      each such
      month.

    


    (b)
      For
      purposes of this Agreement, a "Change of Control" shall mean (i) the acquisition
      by any "person" or "group" (as defined in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934 ("Exchange Act")), other than the Corporation,
      any subsidiary of the Corporation or any Corporation's or subsidiary's employee
      benefit plan, directly or indirectly, as "beneficial owner" (as defined in
      Rule
      13d-3 under the Exchange Act) of securities of the Corporation representing
      fifty percent (50%) or more of either the then outstanding shares or the
      combined voting power of the then outstanding securities of the Corporation;
      (ii) or other business combination of the Corporation with any other "person"
      or
      "group" (as defined in Sections 13(d) and 14(d) of the Exchange Act) or
      affiliate thereof, other than a merger or consolidation that would result in
      the
      outstanding common stock of the Corporation immediately prior thereto continuing
      to represent either by remaining outstanding or by being converted into common
      stock of the surviving entity or a parent or affiliate thereof, at least fifth
      percent (50%) of the outstanding common stock of the Corporation or such
      surviving entity or a parent or affiliate thereof outstanding immediately after
      such merger, consolidation or other business combination, or (iii) a plan of
      complete liquidation of the Corporation or an agreement for the sale or
      disposition by the Corporation of all or substantially all of the Corporation's
      assets; or (iv) any other event or circumstance which is not covered by the
      foregoing subsections but which the Board of Directors of the Corporation
      determines to affect control of the Corporation and with respect to which the
      Board of Directors adopts a resolution that the event or circumstance
      constitutes a Change of Control for purposes of the Agreement. Notwithstanding
      the foregoing, an acquisition by the Corporation of another corporation, a
      financial or structural reorganization of the Corporation, or the creation
      by
      the Corporation of a bank holding company of which it is a subsidiary shall
      not
      be considered to result in a change of control.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    11. COVENANTS:

    


    
      	 	
              (a.)

            	
              The
                Executive shall not be required to mitigate the amount of any payment
                provided for in this Agreement by seeking other employment or otherwise;
                provided, if Executive secures other full time employment after a
                termination without Cause or a resignation for Good Reason (other
                than
                self employment or employment by an entity he owns or controls),
                the
                obligations of the Corporation under Section 8(a) shall be reduced
                dollar
                for dollar by the cash compensation received by the Executive from
                such
                other employment. This Section 11(a) shall not be interpreted to
                require
                or permit any reduction of benefits to which the Executive may be
                entitled
                under Section 10.

            


    

    


    
      	 	
              (b.)

            	
              During
                the period of Executive’s employment hereunder and for a period of one
                year after termination or expiration of such employment for any reason,
                the Executive agrees that neither he nor any corporation, partnership
                or
                business he owns, controls or participates in shall for himself,
                or on
                behalf of or in conjunction with any other person, partnership or
                corporation directly or indirectly (i) solicit or attempt to solicit
                any
                customer, independent contractor, employee or officer of the Corporation
                for the purpose of employing such person or causing him or her to
                terminate their relationship or employment with the Corporation,
                or (ii)
                solicit or attempt to solicit any current customer of the Corporation
                for
                services provided by the
                Corporation.

            


    

    


    
      	 	
              (c.)

            	
              The
                Executive covenants that he is not the subject of any contract that
                prevents him from executing this Agreement and performing the duties
                of
                Senior
                Vice President.
                The executive further covenants that he is not subject to any covenants
                or
                obligations not to compete and is not subject to any other restrictions
                or
                obligations which would prevent him from fulfilling the duties specified
                in this agreement.

            


    

     

    


    12. NOTICES:
      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 delivered or mailed by United States registered or certified mail, return
      receipt requested, postage prepaid, addressed as follows:

    


    
      	
              If
                to the Executive: 

            	
              William
                D. Stegeman

            
	 	
              9478
                Hartford Oaks Drive

            
	 	
              Mechanicsville,
                Virginia 23116

            
	 	 
	
              If
                to the Corporation:

            	
              Thomas
                W. Winfree, Chief Executive Officer

            
	 	
              Village
                Bank

            
	 	
              P.
                O. Box 330

            
	 	
              Midlothian,
                Virginia 23112

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    
      	
              With
                a copy to:

            	
              Craig
                D. Bell, Esquire

            
	 	
              McGuireWoods
                LLP

            
	 	
              901
                East Cary Street

            
	 	
              Richmond,
                Virginia 23219-4030

            


    

    


    or
      at
      such other address as any party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

    


    13. MODIFICATION
      - WAIVERS - APPLICABLE LAW:
      No
      provisions of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing, signed by the
      Executive and on behalf of the Corporation by such officer as may be
      specifically designated by the Board of Directors of the Corporation. No waiver
      by either party hereto at any time of any breach by the other party hereto
      of,
      or compliance with, any condition or provision of this Agreement to be performed
      by such other party shall be deemed a waiver of similar or dissimilar provision
      or conditions at the same or at any prior or subsequent time. No agreements
      or
      representations, oral or otherwise, express or implied, with respect to the
      subject matter hereof have been made by either party, which are not set forth
      expressly in this Agreement. The validity, interpretation, construction and
      performance of this Agreement shall be governed by the laws of the Commonwealth
      of Virginia.

    


    14. INVALIDITY
      - ENFORCEABILITY - SEVERABILITY:
      The
      invalidity or unenforceability of any provisions of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect. Any provision in this Agreement
      which is prohibited or unenforceable in any jurisdiction shall, as to such
      jurisdiction, be ineffective only to the extent of such prohibition or
      unenforceability without invalidating or affecting the remaining provisions
      hereof, and any such prohibition or unenforceability in any jurisdiction shall
      not invalidate or render unenforceable such provision in any other jurisdiction.
      In
      the
      event that a court of competent jurisdiction determines that any portion of
      this
      Agreement is in violation of any law or public policy, only the portions of
      this
      Agreement that violate such law or public policy shall be stricken. All portions
      of this Agreement that do not violate any statute or public policy shall
      continue in full force and effect. Further, any court order striking any portion
      of this Agreement shall modify the stricken terms as narrowly as possible to
      give as much effect as possible to the intentions of the parties under this
      Agreement.

    


    15. SUCCESSOR
      RIGHTS:
      This
      Agreement shall inure to the benefit of and be enforceable by the Executive's
      personal or legal representatives, executors, administrators, successors, heirs,
      distributees, devisees and legatees. If Executive should die while any amounts
      would still be payable to him hereunder, all such amounts, unless otherwise
      provided herein, shall be paid in accordance with the terms of this Agreement
      to
      his executor or, if there is no such executor, to his estate.

    


    16. HEADINGS:
      Descriptive headings contained in this Agreement are for convenience only and
      shall not control or affect the meaning or construction of any provision
      hereof.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    17. ARBITRATION:
      Any
      dispute, controversy or claim arising under or in connection with this Agreement
      shall be settled exclusively by arbitration, conducted before a panel of three
      arbitrators, in Richmond, Virginia in accordance with the Commercial Arbitration
      Rules of the American Arbitration Association then in effect. The Corporation
      shall pay all administrative fees associated with such arbitration. Judgment
      may
      be entered on the arbitrators’ award in any court having jurisdiction. Subject
      to Section 11(a), unless otherwise provided in the rules of the American
      Arbitration Association, the arbitrators shall, in their award, allocate between
      the parties the costs of arbitration, which shall include reasonable attorneys'
      fees and expenses of the parties, as well as the arbitrators’ fees and expenses,
      in such proportions as the arbitrators deem just.

    


    18. CONFIDENTIALITY:

    


    (a) The
      Executive acknowledges that the Corporation may disclose certain confidential
      information to the Executive during the term of this Agreement to enable him
      to
      perform his duties hereunder. The Executive hereby covenants and agrees that
      he
      will not, without the prior written consent of the Corporation, during the
      term
      of this Agreement or at any time thereafter, disclose or permit to be disclosed
      to any third party by any method whatsoever any of the Confidential Information
      of the Corporation. For purposes of this Agreement, "Confidential Information"
      shall include, but not be limited to, any and all records, notes, memoranda,
      data, ideas, processes, methods, techniques, systems, formulas, patents, models,
      devices, programs, computer software, writings, research, personnel information,
      customer information, the Corporation's financial information, plans, or any
      other information of whatever nature in the possession or control of the
      Corporation which has not been published or disclosed to the general public,
      or
      which gives to the Corporation an opportunity to obtain an advantage over
      competitors who do not know of or use it. The Executive further agrees that
      if
      his employment hereunder is terminated for any reason, he will leave with the
      Corporation and will not take originals or copies of any and all records,
      papers, programs, computer software and documents and all matter of whatever
      nature which bears secret or confidential information of the
      Corporation.

    


    The
      foregoing paragraph shall not be applicable if and to the extent the Executive
      is required to testify in a judicial or regulatory proceeding pursuant to an
      order of a judge or administrative law judge issued after the Executive and
      his
      legal counsel urge that the aforementioned confidentiality be
      preserved.

    


    The
      foregoing covenants will not prohibit the Executive from disclosing confidential
      or other information to other employees of the Corporation or any third parties
      to the extent that such disclosure is necessary to the performance of his duties
      under this Agreement.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement effective as of the date first above
      written.

    


    
      	 	 	 	
              "EXECUTIVE"

            
	 	 	 	 
	
              ATTEST:

            	 	 	
              By:

            	 
	 	 	 	
              William
                D. Stegeman

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              VILLAGE
                BANK

            
	 	 	 	 
	
              ATTEST:

            	 	 	
              By:

            	 
	 	 	 	
              AUTHORIZED
                OFFICER

            
	 	 	 	
              Thomas
                W. Winfree

            
	 	 	 	
              CHIEF
                EXECUTIVE OFFICER