Exhibit 10.65


When recorded return to:
Thomas E. Halter
Gust Rosenfeld P.L.C.
201 E. Washington, Suite 800
Phoenix, Arizona  85004-2327

                AMENDMENT TO MORTGAGE DEED AND SECURITY AGREEMENT

DATE:    AUGUST 9, 2002

PARTIES: FM PRECISION GOLF MANUFACTURING CORP.
         535 Migeon Avenue
         Torrington, Connecticut 06790 ("Mortgagor")

         WELLS FARGO BUSINESS CREDIT, INC.
         100 West Washington Street, 7th Floor
         MAC S4101-076
         Phoenix, AZ  85003 ("Mortgagee")

     Mortgagor has granted to Mortgagee a Mortgage  Deed and Security  Agreement
on certain real property located in the Town of Torrington,  Litchfield  County,
Connecticut, where such real property is further described on Exhibit A attached
hereto,  and which  Mortgage  Deed and Security  Agreement  was dated October 9,
1998, and recorded  October 21, 1998, in the records of the  Litchfield  County,
Connecticut  Town Clerk (the "Official  Records") as Instrument  No. 218230,  in
Volume 684, page 1126, as amended by that Notice of Mortgagee  Name Change Under
Mortgage Deed and Security Agreement dated August 19, 1999, and recorded October
25, 1999, in the Official Records as Instrument No. 230025,  in Volume 710, page
373 (collectively, the "Mortgage").

     The obligations secured by the Mortgage have been modified.

     Mortgagor and Mortgagee  have executed this  Amendment to Mortgage Deed and
Security Agreement to modify the Mortgage as follows:

     1.  Paragraph A in the  Recitals  section of the Mortgage is deleted in its
entirety and replaced as follows::

     A. Mortgagee has agreed to make a loan (the "Loan") to Mortgagor.
     The Loan is evidenced by (i) that certain Term Note dated October
     9, 1998, in the original principal amount of $4,300,000.00,  (ii)
     that certain  Second  Replacement  Revolving  Note dated March 9,
     2001, in the maximum  principal amount of $6,500,000.00 and (iii)

                                  1
<PAGE>
     the  Capital  Expenditures  Note  dated  March 24,  2000,  in the
     original principal amount of $400,000.00  (which notes,  together
     with all notes issued in  substitution  or exchange  therefor and
     all  amendments  thereto,  are  hereinafter  referred  to as  the
     "Notes"), copies of which are attached as Exhibit B hereto.

     2. The  Mortgagee's  address has changed.  The  Mortgagee's  new address is
Wells Fargo Business Credit, Inc., a Minnesota corporation,  100 West Washington
Street, 7th Floor, MAC S4101-076, Phoenix, AZ 85003.

     3.  Exhibit B to the  Mortgage is deleted in its  entirety  and replaced by
Exhibit B attached hereto.

     4. Except as  specifically  modified  herein,  the Mortgage shall remain in
full force and effect and unmodified in any way and nothing done pursuant hereto
shall  impair or  adversely  affect or be  construed  as  impairing or adversely
affecting  the liens and security  interests or the priority  thereof over other
liens and security interests, or release or affect the liability of any party or
parties who may now or hereafter be liable under or on account of the Loan.

     5. This  Amendment  may be  executed in any number of  counterparts,  which
counterparts when combined together shall constitute an original document.

     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Amendment to
Mortgage Deed and Security Agreement on the date first set forth above.

                                        FM PRECISION GOLF MANUFACTURING CORP.,
                                        a Delaware corporation


                                        By /s/ John C. Lauchnor
                                           -------------------------------------

                                           Its President
                                               ---------------------------------


                                        WELLS FARGO BUSINESS CREDIT, INC.,
                                        a Minnesota corporation


                                        By /s/ Keith Budoff
                                           -------------------------------------

                                           Its Officer
                                               ---------------------------------

                                       2
<PAGE>
State of CONNECTICUT

County of LITCHFIELD

     The foregoing instrument was acknowledged before me this 9TH day of AUGUST,
2002,  by JOHN C.  LAUCHNOR,  the PRESIDENT of FM Precision  Golf  Manufacturing
Corp., a Delaware corporation, on behalf of the corporation.

(Seal and Expiration Date)
                                        /s/ Susan L. Meskemf
                                        ----------------------------------------
                                        Notary Public
                                        Commission expires 10/31/05


State of Arizona

County of Maricopa

     The  foregoing  instrument  was  acknowledged  before  me this  13TH day of
AUGUST,  2002,  by KEITH  AUSTIN  BUDOFF,  the OFFICER of Wells  Fargo  Business
Credit, Inc., a Minnesota corporation, on behalf of the corporation.

(Seal and Expiration Date)

                                        /s/ B. Hardy
                                        ----------------------------------------
                                        Notary Public

                                       3
<PAGE>
                                    EXHIBIT A

                                Legal Description

All that certain piece or parcel of land,  with the  buildings and  improvements
thereon,  situated in the Town of Torrington,  County of Litchfield and State of
Connecticut, more particularly bounded and described as follows:

     Commencing at a point in the southerly line of Migeon  Avenue,  which point
marks a corner of the parcel herein  described and the  northeasterly  corner of
land now or formerly  of Andrew  Joseph  Nargi,  and which point is marked by an
iron pin;  thence along the southerly line of Migeon Avenue S 72(degree) 30' 38"
E,  258.12' tO a point;  thence along a curve to the right with a delta angle of
41(degree)  32' 40",  a radius of 89.64' and an arc lEngth of 65.00' to a point;
thence S 30(degree)  58' 08" E, 374.33' to a point;  thence S 31(degree) 21' 38"
E,  103.90' to a corner of the parcel  herein  described  and the  northwesterly
corner of land now or formerly of William J. & Cheryl K.  Separy;  thence  along
land now or formerly of said William J. & Cherly K. Separy, S 58(degree) 54' 35"
W, 131.33' tO a corner of the parcel herein  described;  thence still along land
now or formerly of said William J. & Cheryl K. Separy,  S 31(degree)  24' 25" E,
49.98' to a point in the  northerly  line of Williams  Avenue,  which point is a
corneR of the parcel herein  described;  thence along the northerly line of said
Williams  Avenue,  S 69(degree)  10' 35" W, 54.40' and N  71(degree)  02' 45" W,
48.25' to the  northwesterly  terminus of said  Williams  Avenue and which point
marks a corneR of the parcel herein  described;  Thence S 43(degree)  10' 56" W,
47.40' to the  southwesterly  terminus of said Williams Avenue,  and which point
marks the northwesterly  corner of land now or formerly of Donald J. & Katherine
A. Davis;  thence  along land now or  formerly of said Donald J. & Katherine  A.
Davis S 18(degree)  44' 34" W, 32.04' to a point; S 18(degree) 33' 47" W, 66.47'
to a point and S 17(degree)  58' 44" W, 72.32" to a point in the northerly  line
of  lanD  now or  formerly  of A.  B.  Leasing  Corp.,  which  point  marks  the
southwesterly  corner of land now or formerly  of said Donald J. & Katherine  A.
Davis and a corner of the parcel  herein  described;  thence along the northerly
line of land now or formerly of said A. B. Leasing Corp. S 80(degree) 03' 05" W,
242.00" to a corner of the  parcel  herein  described  S  27(degree)  11' 17" E,
125.68',  S 17(degree)  23' 04" E, 57.56' and S 5(degree)  36' 08" E, 119.08' to
thE  southwesterly  corner of land now or formerly of said A. B. Leasing  Corp.,
the  northwesterly  corner  of land now or  formerly  of John R.  Horner,  Jr. &
Sharlene A. Horner, the northeasterly corner of land now or formerly of the City
of Torrington,  and a corner of the parcel herein described,  and which point is
marked by an iron pipe;  thence S 72(deGree) 11' 47" W, 30.00' to a point on the
easterly   side  of  the  Naugatuck   River;   thence  along  the  easterly  and
northeasterly  sides of said  Naugatuck  River,  3,310' to a point,  which point
marks the southwesterly corner of land now or formerly of the City of Torrington
and a corner of the  parcel  herein  described.  The last  described  course has
closing  lines of N  26(degree)  51' 57" W,  946.80';  N  65(degree)  08' 06" W,
1251.62' and N 46(degree) 46' 44" W, 1073.11'; thence along lands of the City of
Torrington  and Joseph J.  Scarpelli,  partly of each, N  62(degree)  00' 00" E,
8.00';  S  54(degree)  51' 01" E,  112.44';  S 42(degree)  59' 59" E, 44.81';  S
58(degree)  16' 59" E, 154.61' and S 55(degree) 44' 59" E, 320.40' to a point in
the  westerly   line  of  Kellog  Street   (unimproved),   which  point  is  the
southeasterly  corner of land now or formerly of said Joseph J.  Scarpelli and a
corner of the parcel herein described;  thence along the westerly line of Kellog
Street (unimproved), N 35(degree) 53' 59" E, 262.23' to a point in the southerly
line of Migeon Avenue, Which point marks the northeasterly corner of said Joseph
J.  Scarpelli  and a corner of the parcel  herein  described;  thence  along the
southerly  line of Migeon  Avenue,  S 50(degree) 13' 16" E, 20.05' to a point in

                                       4
<PAGE>
the  center of KelloG  Street  (unimproved)  and a corner of the  parcel  herein
described;  thence along the center of Kellog Street  (unimproved)  S 35(degree)
53' 59" W,  265.39' to a corner of the parcel  herein  described;  thence  along
Kellog  StreeT  (unimproved),  and  along  land now or  formerly  of  Martha  L.
Vurpillot,  S 54(degree) 59' 37" E, 79.93' and S 51(degreE) 06' 01" E, 50.00' to
the southeasterly corner of land now or formerly of said Martha L. Vurpillot and
a corner of the parcel  herein  described,  and which point is marked by an iron
pin;  thence N 35(degree)  53' 59" E, 66.10' to a point in thE southerly line of
Ryan Avenue (unimproved), which point marks the northeasterly corner of land now
or  formerly  of said  Martha L.  Vurpillot  and a corner of the  parcel  herein
described, and which point is marked by an iron pin; thence S 51(degree) 06' 01"
E,  50.00'  to the  northwesterly  corner of land now or  formerly  of Paul A. &
Theresa P.  Compagna,  which point is a corner of the parcel  herein  described;
thence S 35(degree) 53' 59" W, 78.20' to the southwesterly corner of land now or
formerly of said Paul A. & Theresa P.  Compagna,  which point is a corner of the
parcel herein described; thence along lands now or formerly of Paul A. & Theresa
P.  Compagna,  Edward J. & Linda J.  Krukar,  Elbert A.  Becker,  Jr. & Norma M.
Becker  and  Brennan  Street  (discontinued  &  abandoned),  partly  of each,  S
57(degree)  49' 06" E, 101.97' and S 70(degree) 08' 41" E, 125.39' to a point in
the center  terminus of saiD Brennan Street  (discontinued  & abandoned),  which
point is a corner of the parcel  herein  described;  thence  along the center of
said Brennan Street (discontinued & abandoned),  N 35(degree) 13' 49" E, 220.14'
to a point in the southeRly  line of Migeon  Avenue,  which point is a corner of
the parcel herein described; thence along the southerly line of Migeon Avenue, S
60(degree)  17' 03" E, 20.09' to the  northeasterly  terminus of Brennan  Street
(discontinued & abandoned),  the northwesterly corner of land now or formerly of
the  Estate  of  Mary &  Stephen  Smigel,  and a  corner  of the  parcel  herein
described;  thence S  35(degree)  13' 49" W,  150.87' to a point in the easterly
line  of  Brennan  Street  (discontinued  &  abandoned),   which  point  is  the
southwesterly  corner of land now or  formerly  of the  Estate of Mary & Stephen
Smigel and a corner of the parcel herein described;  thence S 54(degree) 46' 11"
E, 48.97' to the southeaSterly corner of the Estate of Mary & Stephen Smigel and
a corner of the parcel herein  described;  thence along the easterly line of the
Estate of Mary & Stephen  Smigel N 35(degree)  13' 49" E, 17.00' to an iron pipe
at the  southweSterly  corner of land now or  formerly  of  Emanuel & Elenore L.
Marroni  and a corner of the parcel  herein  described;  thence  along  lands of
Emanuel & Elenore L. Marroni and Michael P.  Durstin,  et al,  partly of each, S
70(degree)  10' 44" E, 113.90' and S 77(degree)  07' 03" E, 52.31' to a point in
the westerly line of land now or formerly of Francis P. McElwee,  which point is
a corner of the parcel herein  described;  thence S 29(degree) 59' 28" W, 27.72'
to an iron Pin at the southwesterly corner of land now or formerly of Francis P.
McElwee and a corner of the parcel herein described; thence S 79(degree) 39' 11"
E, 204.06' to an iron pin at the southeasterly corner of land now or formerLy of
Francis P.  McElwee  and the  southwesterly  corner of land now or  formerly  of
Donald L. & Leanor R. DeDominicis;  thence S 64(degree) 51' 21" E, 164.66' to an
iron pin at the  southeasterly  corner  of land now or  formerly  of DonalD L. &
Leanor R. DeDominicis and the southwesterly corner of land now or formerly of V.
S. H. Realty; thence S 60(degree) 02' 12" E, 200.44' to the southeasterly corner
of land now or formerly of V. S. H. Realty and the southwesterly  corner of land
now or formerly of John A. & Loretta C. Miscikoski;  thence S 46(degree) 37' 42"
E,  87.07'  and  S  56(Degree)  44'  17"  E,  70.34'  to a  drill  hole  at  the
southeasterly  corner of land now or formerly of John A. & Loretta C. Miscikoski
and a corner of the parcel  herein  described;  thence N  20(degree)  22' 33" E,
144.16' to a point in the southerly  line of Migeon Avenue at the  northeasterly
corner of land now or formerly of John A. & Loretta C.  Miscikoski  and a corner
of the parcel herein described; thence along the southerly line of Migeon Avenue
S  72(degree)  30' 38" E, 34.93' to an iron pin at the  northwesterly  corner of

                                       5
<PAGE>
land now or  formerly  of Jeanne  Lancaster  and a corner of the  parcel  herein
described; thence S 20(degree) 22' 33" W, 129.21' to the southwesterly corner of
land Now or  formerly  of Jeanne  Lancaster  and a corner of the  parcel  herein
described;  thence S 53(degree) 47' 26" E, 92.99' to the southeasterly corner of
land now or  formerly  of Jeanne  Lancaster  and a corner of the  parcel  herein
described; thence along lands now or formerly of Jeanne Lancaster and William E.
& Sandra E.  Lamoin,  partly  of each,  N  48(degRee)  25' 54" E,  38.34'  and N
65(degree) 30' 34" E, 48.60' to a corner of the parcel herein described;  thence
along landS now or formerly of William E. & Sandra E. Lamoin,  Eugene  Thebarge,
Jr. & Jean M.  Thebarge,  and Andrew Joseph Nargi,  partly of each, S 65(degree)
39' 56" E, 270.29' to the southeasterly corner of land now or formerly of Andrew
JosePh Nargi and a corner of the parcel  herein  described;  thence N 19(degree)
50' 34" E,  125.82'  to an iron pin at the poInt and  place of  beginning.  This
description is intended to include any interest in and to the Naugatuck River.

     The parcel  described above is more  particularly  shown and described on a
map  entitled  "MAP  PREPARED  FOR -  BRUNSWICK  CORPORATION  - MIGEON  AVENUE &
WILLIAMS AVENUE - TORRINGTON,  CONNECTICUT", which map is drawn at a scale of 1"
= 40', dated March,  1996 and certified by William A.  Berglund,  Land Surveyor,
Torrington, Connecticut.

TOGETHER WITH:

a)   Rights  reserved in a Warranty Deed from Brunswick  Corporation to John and
     Sylvia Workman Home for the Sick, Inc. dated September 9, 1964 and recorded
     on  September  30,  1964 in Volume 239 at Page 506 of the  Torrington  Land
     Records; and

b)   Right of way as more particularly  described in an Agreement by and between
     Barbara  Capuano  and  Brunswick  Corporation  dated  November  4, 1978 and
     recorded on February  22, 1979 in Volume 327 at Page 162 of the  Torrington
     Land Records.

                                       6
<PAGE>
                                    EXHIBIT B

                                    TERM NOTE

$4,300,000.00                                                   Phoenix, Arizona

                                                                 October 9, 1998

     For value received, the undersigned, FM PRECISION GOLF MANUFACTURING CORP.,
a  Delaware  corporation,   and  FM  PRECISION  GOLF  SALES  CORP.,  a  Delaware
corporation (collectively,  jointly and severally,  "Borrower"),  hereby jointly
and severally  promise to pay on the Termination Date under the Credit Agreement
(defined  below),  to the order of NORWEST  BUSINESS  CREDIT,  INC., a Minnesota
corporation (the "Lender"),  at its main office in Phoenix,  Arizona,  or at any
other place designated at any time by the holder hereof,  in lawful money of the
United States of America and in immediately  available  funds, the principal sum
of FOUR MILLION,  THREE HUNDRED THOUSAND and NO/100 Dollars  ($4,300,000.00) or,
if less, the aggregate  unpaid principal amount of all Term Advances made by the
Lender to the Borrower under the Credit Agreement  (defined below) together with
interest on the principal amount  hereunder  remaining unpaid from time to time,
computed on the basis of the actual  number of days elapsed and a 360-day  year,
from the date hereof until this Note is fully paid at the rate from time to time
in effect under the Credit and Security  Agreement of even date herewith (as the
same may hereafter be amended,  supplemented  or restated from time to time, the
"Credit  Agreement")  by and between the Lender and the Borrower.  The principal
hereof and interest accruing thereon shall be due and payable as provided in the
Credit  Agreement.  This Note may be prepaid only in accordance  with the Credit
Agreement.

     This Note is issued  pursuant,  and is  subject,  to the Credit  Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Term Note referred to in the Credit Agreement. This Note is secured, among other
things,  pursuant to the Credit Agreement and the Security  Documents as therein
defined,  and may now or  hereafter  be secured  by one or more  other  security
agreements,  mortgages,  deeds of trust,  assignments  or other  instruments  or
agreements.

     Both entities  constituting the Borrower hereby jointly and severally agree
to pay all costs of collection,  including attorneys' fees and legal expenses in
the event this Note is not paid when due,  whether or not legal  proceedings are
commenced.

                                       7
<PAGE>
     Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.

                                        FM PRECISION GOLF MANUFACTURING CORP.,
                                        a Delaware corporation


                                        By /s/ John C. Lauchnor
                                           -------------------------------------

                                           Its President
                                               ---------------------------------


                                        FM PRECISION GOLF SALES CORP.,
                                        a Delaware corporation


                                        By /s/ John C. Lauchnor
                                           -------------------------------------

                                           Its President
                                               ---------------------------------

                                       8
<PAGE>
                        SECOND REPLACEMENT REVOLVING NOTE

$6,500,000.00                                                   Phoenix, Arizona

                                                                   March 9, 2001

     For value received, the undersigned, FM PRECISION GOLF MANUFACTURING CORP.,
a  Delaware  corporation,   and  FM  PRECISION  GOLF  SALES  CORP.,  a  Delaware
corporation (collectively,  jointly and severally,  "Borrower"),  hereby jointly
and severally  promise to pay on the Termination Date under the Credit Agreement
(defined below), to the order of WELLS FARGO BUSINESS CREDIT,  INC., a Minnesota
corporation (the "Lender"),  at its main office in Phoenix,  Arizona,  or at any
other place designated at any time by the holder hereof,  in lawful money of the
United States of America and in immediately  available  funds, the principal sum
of SIX MILLION FIVE HUNDRED THOUSAND and N0/100 Dollars  ($6,500,000.00)  or, if
less, the aggregate unpaid  principal  amount of all Revolving  Advances made by
the Lender to the Borrower under the Credit  Agreement  (defined below) together
with interest on the principal  amount  hereunder  remaining unpaid from time to
time,  computed on the basis of the actual  number of days elapsed and a 360-day
year,  from the date hereof  until this Note is fully paid at the rate from time
to time in effect under the Credit and Security Agreement dated October 8, 1998,
as amended from time to time (as the same may hereafter be amended, supplemented
or restated from time to time, the "Credit Agreement") by and between the Lender
and the Borrower.  The principal  hereof and interest  accruing thereon shall be
due and payable as provided  in the Credit  Agreement.  This Note may be prepaid
only in accordance with the Credit Agreement.

     This Note is issued  pursuant,  and is  subject,  to the Credit  Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Revolving Note referred to in the Credit Agreement.  This Note is secured, among
other things,  pursuant to the Credit  Agreement  and the Security  Documents as
therein  defined,  and may now or  hereafter  be  secured  by one or more  other
security agreements, mortgages, deeds of trust, assignments or other instruments
or agreements.

     Both entities  constituting the Borrower hereby jointly and severally agree
to pay all costs of collection,  including attorneys' fees and legal expenses in
the event this Note is not paid when due,  whether or not legal  proceedings are
commenced.

     This Note, upon its execution,  is a replacement of, issued in substitution
and not in satisfaction of a promissory  note, and a portion of the indebtedness
hereunder  is the  same  indebtedness  evidenced  by  that  certain  Replacement
Revolving Note in the amount of  $5,000,000.00,  made by the undersigned,  which
Replacement  Revolving Note was executed pursuant to the Credit  Agreement.  The
indebtedness  evidenced by said  Replacement  Revolving Note is not extinguished
hereby.

                                       9
<PAGE>
     Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.

                                        FM PRECISION GOLF MANUFACTURING CORP.,
                                        a Delaware corporation


                                        By /s/ John C. Lauchnor
                                           -------------------------------------

                                           Its President
                                               ---------------------------------


                                        FM PRECISION GOLF SALES CORP.,
                                        a Delaware corporation


                                        By /s/ John C. Lauchnor
                                           -------------------------------------

                                           Its President
                                               ---------------------------------

                                       10
<PAGE>
                            CAPITAL EXPENDITURES NOTE

$400,000.00                                                     Phoenix, Arizona

                                                                  March 24, 2000

     For value received, the undersigned, FM PRECISION GOLF MANUFACTURING CORP.,
a  Delaware  corporation,   and  FM  PRECISION  GOLF  SALES  CORP.,  a  Delaware
corporation (collectively,  jointly and severally,  "Borrower"),  hereby jointly
and severally  promise to pay on the Termination Date under the Credit Agreement
(defined below), to the order of WELLS FARGO BUSINESS CREDIT,  INC., a Minnesota
corporation (the "Lender"),  at its main office in Phoenix,  Arizona,  or at any
other place designated at any time by the holder hereof,  in lawful money of the
United States of America and in immediately  available  funds, the principal sum
of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) or, if less, the aggregate unpaid
principal amount of all Capital Expenditures  Advances made by the Lender to the
Borrower under the Credit  Agreement  (defined  below) together with interest on
the principal amount hereunder  remaining unpaid from time to time,  computed on
the basis of the actual number of days elapsed and a 360-day year, from the date
hereof  until  this  Note is fully  paid at the rate from time to time in effect
under the Credit and Security  Agreement  dated October 9, 1998, as amended from
time to time (as the same may  hereafter  be further  amended,  supplemented  or
restated from time to time,  the "Credit  Agreement")  by and between the Lender
and the Borrower.  The principal  hereof and interest  accruing thereon shall be
due and payable as provided  in the Credit  Agreement.  This Note may be prepaid
only in accordance with the Credit Agreement.

     This Note is issued  pursuant,  and is  subject,  to the Credit  Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Capital  Expenditures  Note  referred to in the Credit  Agreement.  This Note is
secured,  among other things,  pursuant to the Credit Agreement and the Security
Documents as therein defined, and may now or hereafter be secured by one or more
other  security  agreements,  mortgages,  deeds of trust,  assignments  or other
instruments or agreements.

     Both entities  constituting the Borrower hereby jointly and severally agree
to pay all costs of collection,  including attorneys' fees and legal expenses in
the event this Note is not paid when due,  whether or not legal  proceedings are
commenced.

                                       11
<PAGE>
     Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.

                                        FM PRECISION GOLF MANUFACTURING CORP.,
                                        a Delaware corporation


                                        By /s/ John C. Lauchnor
                                           -------------------------------------

                                           Its President
                                               ---------------------------------


                                        FM PRECISION GOLF SALES CORP.,
                                        a Delaware corporation


                                        By /s/ John C. Lauchnor
                                           -------------------------------------

                                           Its President
                                               ---------------------------------

                                       12