Unassociated Document


    


    EXHIBIT
      10.3

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of _________, 2005 by and between Phoenix India Acquisition
      Corp. (the “Company”) and American Stock Transfer & Trust Company
      (“Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, No. 333- ________
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective as of the date hereof by the Securities and
      Exchange Commission (“Effective Date”); and 

     

    WHEREAS,
      Rodman & Renshaw, LLC (“Rodman”) is acting as the representative of the
      underwriters in the IPO; and

     

    WHEREAS,
      as described in the Company’s Registration Statement, $92,800,000 of the gross
      proceeds of the IPO ($104,750,000 if the underwriters’ over-allotment option is
      exercised in full) will be delivered to the Trustee to be deposited and held
      in
      a trust account for the benefit of the Company, Rodman and the holders of the
      Company’s common stock, par value $.0001 per share, issued in the IPO (the
      amount to be delivered to the Trustee will be referred to herein as the
“Property,” the stockholders for whose benefit the Trustee shall hold the
      Property will be referred to as the “Public Stockholders,” and the Public
      Stockholders Rodman and the Company will be referred to together as the
“Beneficiaries”); and in the event the securities offered in the IPO are
      registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised
      Statutes (the “CRS”). A copy of Section 11-51-302(6) of the CRS is attached
      hereto and made a part hereof; and

     

    WHEREAS,
      a portion of the Property consists of $2,000,000 (or $2,300,000 if the
      underwriters’ over-allotment option is exercised in full) attributable to the
      underwriters’ discount which Rodman, on behalf of the underwriters, has agreed
      to deposit in the Trust Account (defined below); and

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the Property;
      and

     

    NOW,
      THEREFORE, IT IS AGREED:

     

    1.    Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a)  Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including without limitation, the terms of Section 11-51-302(6)
      of
      the CRS, in a segregated trust account (“Trust Account”) established by the
      Trustee at a branch of JP Morgan Chase NY Bank selected by the Trustee;


     

    (b)  Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    (c)  In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in any “Government Security.” As used herein, Government Security means
      any Treasury Bill issued by the United States, having a maturity of one hundred
      and eighty days or less;

     

    (d)  Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  Notify
      the Company and Rodman of all communications received by it with respect to
      any
      Property requiring action by the Company;

     

    (f)  Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

     

    (g)  Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      Rodman to do so;

     

    (h)  Render
      to
      the Company and to Rodman, and to such other person as the Company may instruct,
      monthly written statements of the activities of and amounts in the Trust Account
      reflecting all receipts and disbursements of the Trust Account; and

     

    (i)  As
      of the
      date of the consummation of a business combination (“Business Combination”),
      commence liquidation of the Trust Account upon receipt of the Officers’
      Certificate signed by the Chief Executive Officer or President and the Chief
      Financial Officer in accordance with the terms of a letter (“Termination
      Letter”), in a form substantially similar to that attached hereto as
Exhibit
      A,
      signed
      on behalf of the Company by its Chief Executive Officer or President and
      complete the liquidation of the Trust Account and distribute the Property in
      the
      Trust Account only as directed in the Termination Letter and the other documents
      referred to therein. The Trustee understands and agrees that disbursements
      from
      the Trust Account shall be made only pursuant to a duly executed Termination
      Letter, together with the other documents referenced herein, including, without
      limitation, an independently certified oath and report of inspector of election
      in respect of the shareholder vote in favor of the Business Combination. In
      all
      cases, the Trustee shall provide Rodman with a copy of any Termination Letters,
      Officers’ Certificates and/or any other correspondence that it receives with
      respect to any proposed withdrawal from the Trust Account promptly after it
      receives same; and

     

    (j)  As
      of the
      date 18 months from the date of this Agreement (the “LOI Termination Date”) (or
      24 months from the date hereof in the event the Company has executed the Letter
      of Intent (defined below) prior to the LOI Termination Date but failed to
      consummate a Business Combination (“Second Termination Date”), commence
      liquidation of the Trust Account. The Trustee, upon consultation with the
      Company and Rodman, shall deliver a notice to Public Stockholders of record
      as
      of the LOI Termination Date or Second Termination Date, whichever the case
      may
      be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days
      of the LOI Termination Date or Second Termination Date, to notify the Public
      Stockholders of such event and take such other actions as it may deem necessary
      to inform the Beneficiaries. The Trustee shall deliver to each Public
      Stockholder its ratable share of the Property against satisfactory evidence
      of
      delivery of the stock certificates by the Public Stockholders to the Company
      through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise
      presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives
      a bona fide, executed letter of intent or engagement letter (the “Letter of
      Intent”) for a Business Combination prior to the LOI Termination Date
      accompanied by an Officers’ Certificate as described in Section 2(e) hereof,
      then the Trustee shall forego or suspend any liquidation of the Trust Account
      until the earlier of a Business Combination or the Second Termination
      Date.

     

    2.    Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

     

    (a)  Provide
      all instructions to the Trustee hereunder in writing, signed by the Company’s
      Chief Executive Officer, President or Chief Financial Officer. In addition,
      except with respect to its duties under paragraph 1(i) and (j) above, the
      Trustee shall be entitled to rely on, and shall be protected in relying on,
      any
      verbal or telephonic advice or instruction which it in good faith believes
      to be


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    given
      by
      any one of the persons authorized above to give written instructions, provided
      that the Company and/or Rodman shall promptly confirm such instructions in
      writing; and

     

    (b)  The
      Company agrees and covenants to hold the Trustee harmless and indemnify the
      Trustee from and against any and all expenses, including reasonable counsel
      fees
      and disbursements, or loss suffered by the Trustee in connection with any
      action, suit or other proceeding brought against the Trustee involving any
      claim, or in connection with any claim or demand which in any way arises out
      of
      or relates to this Agreement, the services of the Trustee hereunder, or the
      Property or any income earned from investment of the Property, except for
      expenses and losses resulting from the Trustee’s gross negligence or willful
      misconduct. Promptly after the receipt by the Trustee of notice of demand or
      claim or the commencement of any action, suit or proceeding, pursuant to which
      the Trustee intends to seek indemnification under this paragraph, it shall
      notify the Company in writing of such claim (hereinafter referred to as the
      “Indemnified Claim”). The Trustee shall have the right to conduct and manage the
      defense against such Indemnified Claim, provided, that the Trustee shall obtain
      the consent of the Company with respect to the selection of counsel, which
      consent shall not be unreasonably withheld. The Company may participate in
      such
      action with its own counsel; and

     

    (c)  Pay
      the
      Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as may be provided in Section 2(b) hereof (it being expressly understood
      that the Property shall not be used to make any payments to the Trustee under
      such section); and

     

    (d)  In
      the
      event that the Company consummates a Business Combination and the Trust Account
      is liquidated in accordance with Section 1(i) hereof, the Trustee or another
      independent party designated by Rodman shall act as the inspector of election
      to
      certify the results of the shareholder vote; and 

     

    (e)  The
      Officers’ Certificate referenced in Sections 1(i) and (j) hereof shall require
      the Chief Executive Officer and Chief Financial Officer of the Company to each
      certify the following (wherever applicable): (1) prior to the LOI Termination
      Date, the Company has entered into a bona fide Letter of Intent with a target
      business; and/or (2) prior to the LOI Termination Date, the Company has entered
      into a Business Combination with a target business, the terms of which are
      consistent with the requirements set forth in the Registration Statement; and/or
      (3) prior to the Second Termination Date, the Company has entered into a
      Business Combination with a target business, the terms of which are consistent
      with the requirements set forth in the Registration Statement; and (4) the
      Board
      of Directors (the “Board”) pursuant to the unanimous written consent of the
      Board has approved (where applicable): (i) the Business Combination; and/or
      (ii)
      Letter of Intent. A copy of such consent shall be attached as an exhibit to
      the
      Officers’ Certificate.

     

    3.    Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)  Take
      any
      action with respect to the Property, other than as directed in Section 1 hereof
      and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct; or

     

    
      
        
        

      

      
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    (b)  Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received written instructions
      from the Company given as provided herein to do so and the Company shall have
      advanced or guaranteed to it funds sufficient to pay any expenses incident
      thereto; or

     

    (c)  Change
      the investment of any Property, other than in compliance with Section 1(c);
      or

     

    (d)  Refund
      any depreciation in principal of any Property; or

     

    (e)  Assume
      that the authority of any person designated by the Company and Rodman to give
      written instructions hereunder shall not be continuing unless provided otherwise
      in such designation, or unless the Company and Rodman shall have delivered
      a
      written revocation of such authority to the Trustee; or

     

    (f)  The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto; or

     

    (g)  Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement, unless an officer
      of the Trustee has actual knowledge thereof, written notice of such event is
      sent to the Trustee or as otherwise required under Section 1(i) hereof;
      or

     

    (h)  Pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that the
      Property shall not be used to pay any such taxes and that such taxes, if any,
      shall be paid by the Company from funds not held in the Trust
      Account).

     

    4.    Certain
      Rights Of Trustee. 

     

    (a)  Before
      the Trustee acts or refrains from acting, it may require an Officers’
      Certificate or opinion of counsel or both. The Trustee shall not be liable
      for
      any action it takes or omits to take in good faith in reliance on such Officers’
      Certificate or opinion of counsel. The Trustee may consult with counsel and
      the
      advice of such counsel or any opinion of counsel shall be full and complete
      authorization and protection from liability in respect of any action taken,
      suffered or omitted by it hereunder in good faith and in reliance thereon.
      

     

    
      
        
        

      

      
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    (b)  The
      Trustee may act through its attorneys and agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due care.


     

    (c)  The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Agreement. 

     

    (d)  The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Agreement; it shall not be accountable for the
      Company’s use of the proceeds from the Trust Account. Notwithstanding the
      effective date of this Agreement or anything to the contrary contained in this
      Agreement, the Trustee shall have no liability or responsibility for any act
      or
      event relating to this Agreement or the transactions related thereto which
      occurs prior to the date of this Agreement, and shall have no contractual
      obligations to the Beneficiaries until the date of this Agreement.

     

    5.    Termination.
      This
      Agreement shall terminate as follows:

     

    (a)  If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with the United States District
      Court
      for the Southern District of New York and upon such deposit, the Trustee shall
      be immune from any liability whatsoever that arises due to any actions or
      omissions to act by any party after such deposit; 

     

    (b)  At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Section 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Section 2(b) hereof;
      or

     

    (c)  On
      such
      date after ________ __, 2007 when the Trustee deposits the Property with the
      United States District Court for the Southern District of New York in the event
      that, prior to such date, the Trustee has not received a Termination Letter
      from
      the Company pursuant to Section 1(i) or (j) hereof.

     

    6.    Miscellaneous.

     

    (a)  The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit B. The Company and the Trustee will
      each restrict access to confidential information relating to such security
      procedures to authorized persons. Each party must notify the other party
      immediately if it has reason to believe unauthorized persons may have obtained
      access to such information, or of any change in its authorized personnel. In
      executing funds transfers, the Trustee will rely upon account numbers or other
      identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, 

     

    
      
        
        

      

      
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    liability
      or expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

     

    (b)  This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute but one instrument.

     

    (c)  This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of Rodman. As to
      any
      claim, cross-claim or counterclaim in any way relating to this Agreement, each
      party waives the right to trial by jury.

     

    (d)  The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the State of New York for purposes of resolving any disputes
      hereunder.

     

    (e)  Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to:

     

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn: Compliance
      Department

    Fax
      No.:
      (212) ___________

     

    if
      to the
      Company, to:

     

    Phoenix
      India Acquisition Corp.

    711
      Fifth
      Avenue

    Suite
      401

    New
      York,
      NY 10022

    Attn: Ramesh
      Akella, President and Chief Strategy Officer

    Fax
      No.:
      (212) __________

     

    in
      either
      case with a copy to:

     

    Rodman
      & Renshaw, LLC

    1270
      Avenue of the Americas, 16th Floor

    New
      York,
      New York 10020

    Attn: 
      Thomas
      Pinou, CFO 

    Fax
      No.:
      (212) ___________

     

    and

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Gersten
      Savage LLP

    600
      Lexington Avenue

    New
      York,
      New York 10022

    Attn: 
      Arthur
      S. Marcus, Esq.

    Fax
      No.:
      (212) 813-9768

     

    and

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attn: Mitchell
      S. Nussbaum, Esq.

    Fax
      No.:
      (212) 407-4990

     

    (f)  This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company.

     

    (g)  Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

     

    


     

    –  Signature
      page immediately follows  –

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	
              AMERICAN
                STOCK TRANSFER & TRUST 

              COMPANY,
                as Trustee

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    
       

      
        	 	 	 
	 	
                
                  PHOENIX
                    INDIA ACQUISITION CORP.

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:


      

       

    

     

     

    


    


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      A

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane 

    New
      York,
      New York 10038

    Attn:
      

     

    Re:    Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 1(i) of the Investment Management Trust Agreement between Phoenix
      India Acquisition Corp. (“Company”) and American Stock Transfer & Trust
      Company (“Trustee”), dated as of __________, 2005 (“Trust Agreement”), this is
      to advise you that the Company has entered into an agreement (“Business
      Agreement”) with __________________ (“Target Business”) to consummate a business
      combination with Target Business (“Business Combination”) on or about [insert
      date]. The Company shall notify you at least 48 hours in advance of the actual
      date of the consummation of the Business Combination (“Consummation Date”) and
      shall provide you with an Officers’ Certificate in accordance with Sections 1(i)
      and 2(e) of the Trust Agreement. Capitalized terms used herein and not otherwise
      define shall have the meaning ascribed to them in the Trust
      Agreement.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company and Rodman
      shall direct on the Consummation Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated, and (b)
      the
      provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
      to
      the extent applicable; (ii) the Company shall deliver along with the oath and
      report of inspector of election certified by an independent inspector which
      may
      be the Trustee or as otherwise appointed by Rodman (collectively, the “Report”);
      and (iii) the Company shall deliver to you written instructions with respect
      to
      the transfer of the funds held in the Trust Account (“Instruction Letter”). You
      are hereby directed and authorized to transfer the funds held in the Trust
      Account immediately upon your receipt of the counsel’s letter, the Report,
      evidence of delivery of the Stock Certificates, the Officers’ Certificate and
      the Instruction Letter, (the “Deliverables”) in accordance with the terms of the
      Instruction Letter. Notwithstanding the foregoing, upon verification of receipt
      by you of the Deliverables, we hereby agree and acknowledge that the Property
      in
      the Trust Account shall be distributed as follows: (1) first, to Rodman by
      wire
      transfer (or as otherwise directed by Rodman) in immediately available funds,
      the aggregate amount of $2,000,000 (or $2,300,000 as applicable) plus any
      interest accrued thereon; and (2) thereafter, to any other Beneficiary in
      accordance with the terms of the Instruction Letter. In the event that certain
      deposits held in the Trust Account may not be liquidated by the Consummation
      Date without penalty, you will notify the Company and Rodman of the same and
      the
      Company and, if the amount set forth in clause (1) shall not have been paid
      in
      full, Rodman, shall issue joint written instructions directing you as to whether
      such funds should remain in the Trust Account and distributed after the
      Consummation Date to the Company and/or Rodman. Upon the distribution of all
      the
      funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
      shall be terminated.

     

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	Very truly yours, 
	 	 
	 	PHOENIX
              INDIA ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title: 


    

    
      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title: 


      

       

    

     

     

     

     

     

     

     

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
      B

     

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	 	 
	 	 
	
              Company:

            	 
	 	 
	
               

              Phoenix
                India Acquisition Corp.

              711
                Fifth Avenue, Suite 401

              New
                York, NY 10022

              Attn:
                Ramesh Akella, President and Chief Strategy Officer

            	
               

              (212)
                981-3251

            
	 	 
	Rodman: 	 
	 	 
	
              Rodman
                & Renshaw, LLC

              1270
                Avenue of the Americas, 16th Floor

              New
                York, NY 10020

              Attn:
                Thomas Pinou, CFO 

            	(212)
              ___-____ 
	 	 
	
              Trustee:

            	 
	 	 
	
              American
                Stock Transfer 

              &
                Trust Company

              59
                Maiden Lane 

              New
                York, New York 10038

              Attn:
                

            	
              (212)
                ____- ____