exv10w2



 





Exhibit 10.2




EXCHANGE AGREEMENT




     This EXCHANGE AGREEMENT (this “Agreement”) is made as of December 31,
2003, by and between TEKNIK DIGITAL ARTS, INC., a Nevada corporation (the
“Company”), and CODEFIRE ACQUISITION CORP., a California corporation (“CAC”).
Except as otherwise indicated herein, capitalized terms used herein are defined
in Article VII hereof.



RECITALS




     WHEREAS, CAC has provided a line of credit to Teknik in the aggregate
principal amount of $500,000, which financial accommodations are evidenced by
that certain $500,000 promissory note, dated as of December 31, 2003, made
payable by Teknik to CAC (the “Note”); and



     WHEREAS, subject to terms and conditions set forth herein, CAC desires to
acquire from Teknik, and Teknik desires to issue to CAC, 1,000,000 shares of
common stock, par value $0.50 per share, of Teknik (the “Shares”), in exchange
for the cancellation of the indebtedness underlying the Note, including all
unpaid principal and accrued interest thereunder as of the date of this
Agreement.



     NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement, the parties
hereto agree as follows:



ARTICLE I




EXCHANGE OF THE SECURITIES




     1.1 Exchange. On the terms and subject to the conditions of this
Agreement, at the Closing:



     (a) CAC shall surrender to Teknik the original Note, marked cancelled and
paid in full.



     (b) Teknik shall issue to CAC a certificate evidencing the Shares, duly
registered in the name of CAC, which Shares shall be duly authorized, validly
issued, fully paid and nonassessable.



     1.2 Closing. The closing of the transaction contemplated by this
Agreement (the “Closing”) will take place at the offices of Squire, Sanders &
Dempsey L.L.P., Two Renaissance Square, 40 North Central Avenue, Suite 2700,
Phoenix, Arizona 85004 on December 31, 2003 (the “Closing Date”) (so long as
all conditions to the obligations of the parties to consummate the transaction
contemplated hereby have been satisfied or waived), or at such other time and
location as is mutually agreed upon by Teknik and CAC.



 









 





ARTICLE II




CONDITIONS TO CLOSING




     2.1 Conditions to CAC’s Obligations. The obligation of CAC to consummate
the transaction contemplated by this Agreement is subject to the satisfaction
of the following conditions precedent on or before the Closing Date:



     (a) the representations and warranties set forth in Article III herein
will be true and correct in all material respects at and as of the Closing Date
as though then made and as though references to the Closing Date were
substituted for references to the date of this Agreement throughout such
representations and warranties;



     (b) prior to the Closing, Teknik will have performed and complied in all
material respects with each of the covenants and agreements required to be
performed by it under this Agreement;



     (c) all proceedings to be taken by Teknik in connection with the
consummation of the transaction contemplated hereby and all certificates,
opinions, instruments and other documents, including customary representations,
warranties, covenants, conditions and remedies for breach, required to be
delivered by Teknik to effect the transaction contemplated hereby will be
reasonably satisfactory in form and substance to CAC; and



     (d) all governmental filings, authorizations and approvals that are
required for the consummation of the transaction contemplated hereby, if any,
with the exception of a Form D with the SEC, will have been duly made and
obtained other than those filings, authorizations or approvals the absence of
which would not, individually or in the aggregate, have a Material Adverse
Effect.



     Any condition to the obligations of CAC specified in this Section 2.1 may
be waived by CAC in its sole discretion.



     2.2 Conditions to Teknik’s Obligations. The obligation of Teknik to
consummate the transaction contemplated by this Agreement is subject to the
satisfaction of the following conditions precedent on or before the Closing
Date:



     (a) the representations and warranties set forth in Article IV hereof and
in any writing delivered by CAC pursuant hereto will be true and correct in all
material respects at and as of the Closing Date as though then made and as
though the Closing Date were substituted for the date of this Agreement
throughout such representations and warranties;



     (b) CAC will have performed and complied in all material respects with all
of the covenants and agreements required to be performed by it under this
Agreement prior to the Closing;



     (c) all consents and waivers by third parties that are required for the
consummation of the transactions contemplated hereby including, without
limitation, any consents that are required in order that the transactions contemplated
hereby do not constitute a breach of or a default under or a termination or
modification of any agreement to which CAC is a



 









 





party or to which any material
property of CAC is subject, will have been obtained on terms reasonably
satisfactory to Teknik; and



     (d) all governmental filings, authorizations and approvals that are
required for the consummation of the transaction contemplated hereby, if any,
will have been duly made and obtained other than those filings, authorizations
or approvals the absence of which would not, individually or in the aggregate,
have a Material Adverse Effect.



     The conditions specified in this Section 2.2 may be waived by Teknik, in
its sole discretion.



ARTICLE III




REPRESENTATIONS AND WARRANTIES OF TEKNIK




     As a material inducement to CAC to enter into this Agreement, Teknik
hereby represents and warrants to CAC that:



     3.1 Corporate Existence; Good Standing; Compliance with Law. Teknik (a)
is a corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of incorporation; (b) is duly qualified to conduct
business and is in good standing in each other jurisdiction where its ownership
or lease of property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not have a
Material Adverse Effect; (c) has the requisite corporate power and authority
and the legal right to own, pledge, mortgage or otherwise encumber and operate
its properties, to lease the property it operates under lease and to conduct
its business as now, heretofore and proposed to be conducted; (d) subject to
specific representations regarding environmental laws, has all licenses,
permits, consents or approvals from or by, and has made all filings with, and
has given all notices to, all governmental authorities having jurisdiction, to
the extent required for such ownership, operation and conduct; (e) is in
compliance with its charter and bylaws; and (f) is in compliance with all
applicable provisions of law, except where the failure to comply, individually
or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect. Teknik has furnished to counsel for CAC true and correct
copies of its Certificate of Incorporation, as amended, and bylaws, as
presently in effect.



     3.2 Corporate Power, Authorization, Enforceable Obligations. The
execution, delivery and performance by Teknik of this Agreement, the other
agreements and documents required to be executed hereby and the transactions
contemplated hereby and the issuance of the Shares: (a) are within Teknik’s
corporate power; (b) have been duly authorized by all necessary or proper
corporate action; (c) do not contravene any provision of Teknik’s Certificate
of Incorporation or bylaws or any corporate restriction of or applicable to
Teknik; (d) do not violate any law, statute, rule or regulation, or any
judgment, order or decree of any court or governmental authority or agency
applicable to Teknik; (e) do not conflict with or result in the breach or termination of, with or without notice or the lapse of time
constitute a default under or accelerate or permit the acceleration of any
performance required by, or result in any material modification of the terms
of, any indenture, mortgage, deed of trust, lease, agreement, contract,
obligation, commitment or other instrument to which Teknik is a party or by
which Teknik or any of its property is bound; (f) do not result in the creation
or imposition of any lien, charge or



 









 





encumbrance of any nature upon any of the
property or assets of Teknik; and (g) do not require the consent or approval of
any governmental authority or any other person, except those that have been
obtained, made or complied with as of the Closing. No other corporate
proceedings on the part of Teknik are necessary to approve and authorize the
execution and delivery of this Agreement and consummation of the transaction
contemplated hereby and the filing of a Form D with the SEC. This Agreement
has been duly executed and delivered by Teknik and constitutes a legal, valid
and binding obligation of Teknik enforceable against it in accordance with its
terms, except as enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws relating to the enforcement of
creditor’s rights generally and by general principles of equity.



     3.3 Capitalization. (a) The authorized, issued and outstanding capital
stock of Teknik is as set forth on Schedule 3.3. All of the presently
outstanding shares of capital stock of Teknik have been duly and validly
authorized and issued, and are fully paid and non-assessable. There are no
restrictions on the transfer of Teknik’s capital stock other than those arising
from federal and state securities laws or arising from this Agreement or the
documents executed in connection herewith.



     (b) Upon the issuance and delivery of the Shares in accordance with this
Agreement, (i) the Shares will be duly authorized, validly issued, fully paid
and nonassessable; and (ii) CAC will acquire, subject to federal and state
securities laws, good, valid and marketable title to the Preferred Stock, free
and clear of all liens, claims, preemptive rights, options, warrants, rights,
commitments, charges, encumbrances, equities, proxies or voting or other
agreements whatsoever.



     3.4 Closing Date. All the representations and warranties contained in
this Article III and made by or on behalf of Teknik elsewhere in this Agreement
and all information delivered in any schedule, attachment, or exhibits hereto
are true and correct in all material respects on the date of this Agreement and
will be true and correct in all material respects on the Closing Date unless
waived by CAC.



     Solely for the purposes of this Article III, “knowledge” and “best of
knowledge” shall mean actual knowledge without any special investigation or
inquiry.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF CAC




     As a material inducement to Teknik to enter into this Agreement, CAC
hereby represents and warrants to Teknik that:



     4.1 Organization and Power. CAC is a corporation duly organized, validly
existing and in good standing under the laws of the state of its jurisdiction
of incorporation, with full corporate power and authority to enter into this
Agreement and perform its obligations hereunder.



     4.2 Authorization. The execution, delivery and performance of this
Agreement by CAC and the consummation of the transaction contemplated hereby
have been duly and validly authorized by all requisite corporate action on the
part of CAC, and no other



 









 





corporate proceedings on its part are necessary to
authorize the execution, delivery or performance of this Agreement. This
Agreement has been duly executed and delivered by CAC and constitutes a legal,
valid and binding obligation of CAC, enforceable against it in accordance with
its terms, except as enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws relating the enforcement of
creditor’s rights generally and by general principles of equity.



     4.3 Absence of Conflicts. The execution, delivery and performance of this
Agreement and the consummation of the transaction contemplated hereby do not
and will not (a) conflict with or result in a breach of any of the provisions
of, (b) constitute a default under, (c) result in a violation of, or (d)
require any authorization, consent, approval, exemption or other action by or
notice to any court or other governmental body under, the provisions of the
certificate of incorporation or bylaws of CAC or any agreement or instrument to
which CAC is bound or by which CAC is affected, or any applicable law, statute,
rule or regulation or any judgment, order or decree to which CAC is subject.



     4.4 Title. CAC has good and marketable title to the Note and has the
authority (legal and otherwise) to exchange the Note for the Shares and hereby
acknowledges that such exchange shall be for full and final payment of all
amounts whatsoever due under the Note.



     4.5 Closing Date. The representations and warranties contained in this
Article IV and made by CAC elsewhere in this Agreement are true and correct in
all material respects on the date of this Agreement and will be true and
correct in all material respects on the Closing Date, unless waived by Teknik.



ARTICLE V




TERMINATION




     5.1 Termination. This Agreement may be terminated at any time prior to
the Closing:



     (a) by mutual written consent of CAC and Teknik;



     (b) by CAC or Teknik if there has been a material misrepresentation or
breach on the part of the other party or parties in the representations and
warranties set forth in this Agreement if such breach is not cured within 10
days after the terminating party first notifies the other party of such breach,
or if events have occurred which have made it impossible to satisfy a condition
precedent to the terminating party’s or parties’ obligations to consummate the
transaction contemplated hereby, unless such terminating party’s or
parties’ willful breach of this Agreement has caused the condition to be
unsatisfied; or



     (c) by CAC or Teknik if the Closing has not occurred on or prior to
December 31, 2003; and provided that neither CAC nor Teknik may terminate this
Agreement pursuant to this Section 5.1(c) if such person’s willful breach of
this Agreement has prevented the consummation of the transaction contemplated
hereby at or prior to such time.



 









 





     5.2 Effect of Termination. In the event of termination of this Agreement
by either CAC or Teknik as provided above, this Agreement will forthwith become
void and there will be no liability on the part of any party hereto to any
other party hereto or its shareholders or directors or officers in respect
hereof, except for the obligations of the parties pursuant to Sections 6.2 and
6.5 and except that nothing herein will relieve any party from liability
resulting from any breach of this Agreement prior to such termination,
including, without limitation, any breach of Section 6.7.



ARTICLE VI




ADDITIONAL AGREEMENTS




     6.1 Survival. Notwithstanding any examination made for or on behalf of
CAC, the knowledge of any of its officers, directors, stockholders, employees
or agents, or the acceptance of any certificate or opinion, all
representations, warranties, covenants and agreements set forth in this
Agreement or in any writing delivered in connection with this Agreement shall
survive the Closing and shall be fully effective and enforceable until the
termination of any statute of limitation applicable to the rights of the
parties hereunder.



     6.2 Indemnification. (a) Each party agrees to indemnify and hold
harmless the other party, including each of its Affiliates, and the directors,
officers, agents, employees, accountants and attorneys thereof (such party and
each such other Person, an “Indemnified Party”) from and against any losses,
claims, damages, judgments, assessments, costs and other liabilities
(collectively “Liabilities”), and will reimburse each Indemnified Party for all
fees and expenses (including the reasonable fees and expenses of outside
counsel) (collectively, “Expenses”) as they are incurred in investigating,
preparing or defending any claim, action, proceeding or investigation, whether
or not in connection with pending or threatened litigation or arbitration and
to which any Indemnified Party is a party (collectively, “Actions”), arising
out of (i) any breach of any of the representations or warranties made by a
party in this Agreement or any of the agreements or certificates, documents or
other writings contemplated hereby or delivered in connection herewith, (ii)
any breach or violation of or failure to perform fully any covenant, agreement
or obligation of a party in this Agreement or any of the agreements
contemplated hereby, or (iii) any Action by any third party arising out of or
in connection with the transactions contemplated by this Agreement; provided,
however, that neither party shall indemnify any Indemnified Party from
Liabilities or reimburse Expenses incurred by such party to the extent they
arise out of the willful misconduct, gross negligence or bad faith (as finally
determined by a court of competent jurisdiction) of such party. If multiple
claims are brought against an Indemnified Party (including in an arbitration),
with respect to at
least one of which indemnification is permitted under applicable law and
provided for under this Agreement, each party agrees that any award shall be
conclusively deemed to be based on claims as to which indemnification is
permitted and provided for, except to the extent the award expressly states
that the award, or any portion thereof, is based solely on a claim as to which
indemnification is not available.



     (b) The indemnification provisions of this Section 6.2 are in addition to,
and not in derogation of, any statutory or common law remedy any party may have
for misrepresentation, breach of warranty or breach of covenant.



 









 





     6.3 Further Transfers. Each party (at its own expense) will execute and
deliver such further instruments of conveyance and transfer and take such
additional action as the requesting party may reasonably request to effect,
consummate, confirm or evidence the issuance to CAC of the Shares on the other
hand, and the transfer of the Note (marked cancelled and paid in full) on the
other hand.



     6.4 Investigation. Prior to the Closing Date, CAC and its representatives
may make or cause to be made such investigation of the business and properties
of Teknik as each deems reasonably necessary or advisable and Teknik shall
furnish and disclose promptly to CAC all information concerning its business,
properties and personnel as CAC or its representatives reasonably request.
Upon reasonable notice, Teknik agrees to permit, prior to the Closing Date, CAC
and its authorized representatives to have access during business hours to
Teknik’s and each of its Subsidiaries’ books, records, facilities, key
personnel, officers, directors, customers (upon prior consultation with
Teknik), independent accountants, and legal counsel (without waiver of
privilege) in a manner that will not unreasonably interfere with the normal
business of Teknik and its Subsidiaries.



     6.5 Transfer of Securities. The Shares are transferable only pursuant to
(i) public offerings registered under the Securities Act, (ii) Rule 144 or Rule
144A of the Securities Act (or any similar rule or rules then in force) if such
rule is available or (iii) subject to the conditions specified in Section 6.6
below, any other legally available means of transfer such that the Securities
are registered or exempt from registration.



     6.6 CAC Representations. CAC represents that it is an “Accredited
Investor” within the meaning of Regulation D under the Securities Act. CAC
understands that the Securities constitute “restricted securities” within the
meaning of Rule 144 under the Securities Act. CAC hereby represents that it is
acquiring the restricted securities purchased hereunder or acquired pursuant
hereto for its own account with the present intention of holding such
securities for purposes of investment, and that it has no intention of selling
such securities in a public distribution in violation of the federal securities
laws or any applicable state securities laws; provided, that nothing contained
herein shall prevent CAC and subsequent holders of restricted securities from
transferring such securities in compliance with the provisions of Section 6.6.
CAC understands that the restricted securities are being offered and sold in
reliance on exemptions from the registration requirements of federal and state
securities laws and that Teknik is relying upon the truth and accuracy of CAC’s
representations, warranties, agreements, acknowledgments and understandings set
forth herein to determine its suitability to acquire the restricted securities. Each
instrument or certificate for restricted securities shall be imprinted with a
legend in substantially the following form:



     “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON
DECEMBER 31, 2003 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THE TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER FEDERAL AND
STATE SECURITIES LAWS AND FURTHER IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE
EXCHANGE AGREEMENT, DATED AS OF DECEMBER 31, 2003 BETWEEN THE ISSUER (“TEKNIK”)
AND CODEFIRE ACQUISITION CORP., AND TEKNIK RESERVES THE



 









 





RIGHT TO REFUSE THE
TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH
RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY
TEKNIK TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”



ARTICLE VII




DEFINITIONS




     “Actions” shall have the meaning set forth in Section 6.2.



     “Affiliate” means, with respect to any Person, (i) each other Person that,
directly or indirectly, owns or controls, whether beneficially, or as a
trustee, guardian or other fiduciary, ten percent (10%) or more of the Stock
having ordinary voting power in the election of directors of such Person, (ii)
each Person that directly or indirectly controls, is controlled by or is under
common control with such Person or any Affiliate of such Person, (iii) each of
such Person’s officers, directors, joint ventures and partners, and, (iv) the
spouse, each sibling and each lineal descendant and ascendant of any such
specified Person or any Affiliate of such specified Person. For the purpose of
this definition, “control” of a Person shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of its management or
policies, whether through the ownership of voting securities, by contract or
otherwise.



     “Agreement” shall have the meaning set forth in the preamble of this
Agreement.



     “Closing” shall have the meaning set forth in Section 1.2.



     “Closing Date” shall have the meaning set forth in Section 1.2.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Expenses” shall have the meaning set forth in Section 6.2.



     “CAC” shall have the meaning set forth in the preamble to this Agreement.



     “Indemnified Party” shall have the meaning set forth in Section 6.2.



     “Liabilities” shall have the meaning set forth in Section 6.2.



     “Material Adverse Effect” shall mean (i) a material adverse change in the
business, assets, earnings, operations, prospects, or customer, supplier,
employee or sales representative relations, or financial or other condition of
Teknik.



     “Person” means any individual, sole proprietorship, partnership (including
a limited partnership), joint venture, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, limited
liability company, joint stock company, entity or government (whether federal,
state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof) or other
business entity.



 









 





     “SEC” means the United States Securities and Exchange Commission and any
successor to the functions thereof.



     “Securities Act” means the Securities Exchange Act of 1933, as amended.



ARTICLE VIII




MISCELLANEOUS




     8.1 Amendment and Waiver. This Agreement may be amended and any provision
of this Agreement may be waived, provided that, subject to the last sentence of
Section 2.1 and the last sentence of Section 2.2, any such amendment or waiver
will be binding upon a party only if such amendment or waiver is set forth in a
writing executed by each of Teknik and CAC. No course of dealing between or
among any persons having any interest in this Agreement will be deemed
effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any party under or by reason of this Agreement.



     8.2 Notices. All notices, demands and other communications given or
delivered under this Agreement will be in writing and shall be made by hand
delivery, overnight courier, first-class mail, or telecopier and will be deemed
to have been given when personally delivered, four business days after being
mailed by first class mail, return receipt requested, or delivered by express
courier service or telecopied (subject to receipt of written confirmation).
Notices, demands and communications to Teknik and CAC will, unless another
address is specified in writing, be sent to the addresses indicated below:



     Notices to Teknik:



          Teknik Digital Arts, Inc.

          4299 MacArthur Blvd., #105

          Newport Beach, California 92660

          Attention: John R. Ward

          Telecopy No.: (949) 474-1510




 









 





          With
copies to:


          Squire, Sanders & Dempsey L.L.P.

          Two Renaissance Square

          40 North Central Avenue

          Suite 2700

          Phoenix, Arizona 85004

          Attention: Gregory R. Hall, Esq.



          Telecopy
No.: (602) 253-8129



Notices
to CAC:


          CodeFire Acquisition Corp.

          7377 E. Doubletree Ranch Road

          Suite 270

          Scottsdale, Arizona 85258

          Attention: John Ward

          Telecopy No.: (480) 443-3879




     8.3 Binding Agreement; Assignment. This Agreement and all of the
provisions hereof will be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.



     8.4 Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provisions or the remaining provisions of this Agreement.



     8.5 No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be applied against any person.



     8.6 Headings; Interpretation. The headings used in this Agreement are for
convenience of reference only and do not constitute a part of this Agreement
and will not be deemed to limit, characterize or in any way affect any
provision of this Agreement, and all provisions of this Agreement will be
enforced and construed as if no caption had been used in this Agreement.
Whenever the term “including” is used in this Agreement (whether or not that
term is followed by the phrase “but not limited to” or “without limitation” or
words of similar effect) in connection with a listing of one or more items or
matters, that listing will be interpreted to be illustrative only and will not
be interpreted as a limitation on, or an exclusive listing of, such items or
matters.



     8.7 Entire Agreement. This Agreement and the documents referred to herein
contain the entire agreement between the parties
and supersede any prior understandings, agreements or representations by
or between the parties, written or oral, which may have related to the subject
matter hereof in any way.



 









 





     8.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which taken
together will constitute one and the same instrument.



     8.9 Governing Law. THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO
SHALL BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF ARIZONA, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF
THE STATE OF ARIZONA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ARIZONA.



     8.10 Parties in Interest. Nothing in this Agreement, express or implied,
is intended to confer on any person other than the parties and their respective
successors and assigns any rights or remedies under or by virtue of this
Agreement.



[Signature page to follow.]




 









 








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



	 	 	 	 	 
	 	 	TEKNIK DIGITAL ARTS, INC.,
	 	 	a Nevada corporation
	 
	 	 	 	 
	

	 	By:	 	 
	 	 	 	

	

	 	Name:    John R. Ward

	

	 	Title:      Chief Executive Officer








	 	 	 	 	 
	 	 	CODEFIRE ACQUISITION CORP.,
	 	 	a California corporation
	 
	 	 	 	 
	

	 	By:	 	 
	 	 	 	

	

	 	Name:
	 	John R. Ward
	

	 	Title:
	 	President