EXECUTIVE EMPLOYMENT AGREEMENT









EXECUTIVE

EMPLOYMENT AGREEMENT




 




 




                This Executive

Employment Agreement (“Agreement”) is effective as of the 15th day

of July, 2001 (the “Effective Date”), between U S LIQUIDS INC., a Delaware

corporation (“Employer”), and JOHN P. MIKLICH, who resides at 4 Easy Street,

Windham, NH 03087 (“Employee”), under the following terms and conditions.




 




                WHEREAS,

Employee and Employer desire to enter into this Agreement pursuant to which

Employee will render services to Employer on the terms and conditions set forth

herein.




 




                NOW

THEREFORE, in consideration of the mutual promises, covenants and

agreements set forth below, it is hereby agreed as follows:




 




                1.             Employment.  Employer hereby employs Employee as

Executive Vice President/Chief Operating Officer.  Employee shall report directly to the Chief Executive Officer of

Employer and shall perform such duties as are commensurate with his position as

Executive Vice President and Chief Operating Officer.  Employee agrees to serve Employer faithfully, diligently and to

the best of his ability and to faithfully adhere to, execute and fulfill all

policies established by Employer. The Employee’s place of employment shall be

in the Houston, Texas metropolitan area, subject to travel necessary for the

performance of his duties hereunder. 

Employer shall provide to the Employee adequate office facilities and

staff commensurate with his positions to enable him to perform his duties

hereunder.




 




2.             Term

of Employment. The term of this Agreement shall commence on the date hereof

(the “Commencement Date”) and shall continue for a term of one (1) year from

the Commencement Date (this date of termination of this Agreement being

referred to as the “Scheduled Termination Date”).  However, as of each anniversary date of the Commencement Date, the

Scheduled Termination Date shall automatically be extended for a successive

one-year period of time, unless more than ninety (90) days prior to the

occurrence of such anniversary date, either party gives notice to the other

that such Scheduled Termination Date shall not thereafter be so extended.  If any such notice is given, then the

Scheduled Termination Date hereof shall not be automatically extended upon the

future occurrence of any such anniversary date.  Following the Scheduled Termination Date, the Employee shall not

be entitled to earn any further compensation or benefits under this Agreement,

except as otherwise provided herein. 

Notwithstanding the foregoing, Employer and Employee understand and

agree that Employee’s employment by Company is at the will of Company and the

employment relationship may be terminated either by Employee or Company at any

time, with or without cause.




 




                3.             Compensation.




 




a.                     Base Salary:  Employer

shall pay Employee an annualized salary of $200,000.00 (the “Base Salary”).  The Base Salary will be paid by Employer to

Employee in equal installments payable in accordance with the regular payroll

policies of Employer in effect during the term of this Agreement, less




 




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                              applicable tax withholdings or other

deductions required by law or authorized by Employee.  The Base Salary may be increased, on an annual basis, but only in

the sole discretion of Employer.  The

aforesaid reference to the Base Salary as being “annualized” or being increased

“on an annual basis” is not intended and shall not be deemed as creating any

term of employment under this Agreement other than as specifically set forth in

Section 2, above.




 




b.                    Incentive Bonus:  Employee

shall be entitled to participate in Employer’s Incentive Bonus Plan (the “Bonus

Plan”).  The award of any such bonus

(the “Bonus”) shall be (i) pursuant to the terms of the Bonus Plan, (ii)

determined solely at the discretion of Employer and (iii) based on corporate

results and personal performance.




 




                4.             Benefits.  In addition to the compensation provided for

in Section 3 above, Employer shall provide Employee with employment benefits of

the type provided to employees of Employer generally during the Term, including

but not limited to eligibility for any vacation and sick leave benefits and

participation in any health, life and disability insurance plans, whether now

in effect or subsequently adopted, subject to Employer’s right to amend, alter

or terminate such plans.




 




                5.             Expenses.  Employer shall pay all reasonable expenses

incurred by Employee in furtherance of the business of the Employer, including

traveling and entertainment expenses, and shall reimburse Employee monthly for

all such expenses paid or incurred by Employee during the preceding month upon

delivery of an appropriate expense report and receipts to Employer.




 




                6.             Termination by Employer.  Employer may terminate this Agreement with

or without Cause, as provided herein.




 




a.               Termination by Employer with Cause: 

Employer may terminate Employee with Cause immediately and without

notice.  Upon Employee’s termination

with Cause, Employer shall be required to pay Employee compensation and

benefits (and any unpaid expenses payable under Section 5) only through the

effective date of termination.  Sums due

Employee for salary under Section 3 shall be prorated for the then current

month through the date of termination. 

Any proration of compensation or benefits paid on a weekly basis shall

be calculated based on a business week consisting of five (5) days and not

seven (7) days.  By way of example and

not of limitation, two weeks of vacation would be calculated as ten (10)

business days.




 




b.            Termination

by the Employer for other than Cause:  In the event

that Employer terminates Employee’s employment for any reason other than Cause,

Employer shall (i) pay to Employee any accrued but unpaid Base Salary for

services rendered to the date of termination plus a severance payment equal to

one times (1x) the Base Salary on the date of such termination, as well as any

accrued but unpaid expenses required to be




 




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                        reimbursed under Section 5 and any

vacation accrued to the date of termination; and (ii) continue for Employee and

Employee’s spouse and dependents the group health plans, programs or

arrangements in which Employee was entitled to participate at any time during

the six (6) month period prior to the date of termination until the earlier

of  the last day of the Severance

Period, Employee’s death (provided that benefits payable to Employee’s

beneficiaries shall not terminate upon Employee’s death, to the extent provided

in such plans, programs or arrangements) or, with respect to any particular

plan, program or arrangement, the date Employee becomes covered by a comparable

benefit provided by a subsequent employer. 

For purposes of this provision, the “Severance Period” shall be

considered to be twelve (12) months.




 




c.             Full

Settlement:  The post-termination payments provided for

in this Section 6 shall be the only payments which Employer shall be obligated

to make on account of the termination of Employee’s employment, and after such

termination, Employer shall not be obligated to make any other payments as

damages or otherwise or provide any other benefits to or on behalf of

Employee.  All such post-termination

payments shall be made within the time periods required by applicable law.




 




                7.             Voluntary Termination.  Employee may terminate this Agreement prior

to the end of its term by delivering written notice to Employer.  Employer may accept the proposed termination

date or may set an earlier termination date by mailing or personally delivering

notice of such earlier date to Employee. 

In the event Employee voluntarily terminates this Agreement, he/she will

receive the salary due under Section 3 above through the effective date of

termination and no other compensation or benefits, other than any stock options

or warrants which may have theretofore vested, except as required by applicable

law.




 




8.             Change

of Control.




 




a.                                       This Section 8 shall become

effective, but not operative, immediately upon the Commencement Date and shall

remain in effect so long as the Employee remains employed hereunder by the

Corporation, but shall not be operative unless and until there has been a

Change in Control, as defined in Section 8(d) hereof.  Upon such a Change in Control, this

Section 8 shall become operative immediately.




 




b.                                      If a Change in Control occurs (i) while

the Employee is employed by the Corporation hereunder, or (ii) subsequent to

the Termination Date of the Employee’s employment hereunder other than by the

Corporation for cause, or death or disability, and prior to the later of the

first anniversary of such Termination Date or the second anniversary of the Commencement

Date, or (iii) within 180 days of the Scheduled Termination Date, the Employee

may, in his sole discretion, within twelve




 




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                                                (12) months after the date of the Change

in Control, give notice to the Corporation that he intends to elect to exercise

his rights under this Section 8 (the “Notice of Intention”).  Within thirty (30) days after the

Corporation’s receipt of the Notice of Intention, the Corporation shall provide

written notice to the Employee setting forth the Corporation’s computation of

the amount that would be payable pursuant to Section 8(c), accompanied by

the written opinion of the Corporation’s independent certified public

accountants confirming the Corporation’s computation.  If the Employee takes exception to the Corporation’s computation

of such amount, the Employee may (but shall not be prejudiced in this right to

later contest the amount actually paid by failure to do so) give a further

written notice to the Corporation setting forth in reasonable detail the

Employee’s exceptions to the Corporation’s computation, accompanied by the

written opinion of the Employee’s tax advisor confirming the basis for such

exceptions.  Exercise by the Employee of

his rights pursuant to this Section 8 shall only be made by giving further

notice to the Corporation (the “Notice of Exercise”) within six (6) months from

the date of the Notice of Intention.




 




c.                                       If the Employee gives the Notice of

Exercise described in Section 8(b) to the Corporation, the Termination Date of

his employment hereunder shall then occur; all outstanding stock options which

are not then exercisable shall immediately become exercisable in full; and the

Corporation shall pay to the Employee a lump sum amount equal to one times (1x)

the Employee’s Base Salary.  The

Corporation shall, within ten (10) business days after the date of the Notice

of Exercise, deliver to the Employee its cashier’s check in the amount payable

pursuant to this Section 8(c), and payment of such amount shall terminate

the Employee’s rights to receive any and all other compensation,

reimbursements, indemnification, or benefits under this Agreement, other than

those which are payable to or have accrued to the Employee as in this 


Agreement.




 




d.                                      For the purposes of this Agreement, a

Change in Control shall mean (i) a reportable change in control under the proxy

rules of the Securities and Exchange Commission, including the acquisition of a

30% beneficial voting interest in the Corporation (other than such acquisition

by Employee or an affiliate of Employee), or (ii) a change in any calendar year

of such number of directors as constitutes a majority of the board of directors

of the Corporation, unless the election, or the nomination for election by the

Corporation’s shareholders, of each new director was approved by a vote of at

least two-thirds (2/3) of the directors then in office who were directors at

the beginning of the calendar year.




 




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                9.             Other Activities.  Employee shall devote all of his/her working

time and efforts during the Employer’s normal business hours (reasonable

vacations and sick leave excluded) to the business and affairs of Employer

pursuant to this Agreement.  Employee’s

expenditure of reasonable amounts of time for personal, outside business,

charitable and professional activities shall not be a breach of this Agreement,

provided that such activities do not materially interfere with the services

required to be rendered by Employee to Employer hereunder.  The making of personal investments and the

conduct of private business affairs shall not be prohibited hereunder, subject

to Section 11 hereof.




 




                10.           Confidential Information.  During the Term, Employer will disclose to

Employee information, technical data and know-how regarding the business

affairs, services and products of Employer as well as Employer’s customers,

which constitute Confidential Information. 

“Confidential Information”, under this Agreement, shall consist of any

and all proprietary information and proprietary data related thereto, and any

derivative works thereof including but not limited to research, development,

customer information, pricing information, knowledge of Employer’s financial

condition, information and relationships with resources, suppliers and

customers of Employer, manufacturing processes, techniques, methods, systems

and trade secrets of the Employer, its employees, or other subsidiaries,

affiliates, agents or customers, whether or not specifically identified as confidential.  Employee agrees to receive, hold and treat

all Confidential Information received from Employer as confidential and secret

and Employee agrees to protect the secrecy of said Confidential Information,

whether or not specifically identified as confidential.  Such Confidential Information constitutes

valuable, special and unique assets of Employer and Employee agrees that the

Confidential Information will be disclosed by Employee only to those persons

who are required to have such knowledge in connection with their work for

Employer and that such Confidential Information will not be disclosed by

Employee to persons not in the employ of Employer without the prior written

consent of the Employer.  As used herein,

“persons who are required to have such knowledge” shall include, but not be

limited to the Board of Directors of Employer and such officers, employees and

agents of Employer or its affiliates to which such information is furnished in

the normal course of business under established policies approved by Employer

or its affiliates and such outside parties as are legally entitled to such

information (other than as a result of action by Employee not previously

approved or authorized by Employer or the Board of Directors or Employer) and

customers and banking, lending, collection and data processing institutions or

agencies in the course of maintaining ordinary business procedures of

Employer.  The provisions hereof shall

not be applicable to; (a) information which at the time of disclosure to

Employee is a matter of public knowledge or in the public domain; or (b)

information which, after disclosure to Employee, becomes public knowledge or in

the public domain other than through a breach of this Agreement.  Unless the Confidential Information shall be

of the type hereinbefore set forth in the two immediately preceding sentences,

Employee shall not use such Confidential Information for his/her own benefit or

for a third party’s or parties’ benefit at any time.  The obligations imposed upon Employee by this Section 10 shall

survive the expiration or termination of this Agreement.




 




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                11.           Covenant Not to Compete and

Non-Solicitation by Employee.




 




a.             Competitive

Activity:  Employee covenants and agrees that at all

times during the Term, and for a period of one (1) year thereafter, Employee

will not, directly or indirectly, engage in, assist, or have any active

interest or involvement, whether as an employee, agent, consultant, independent

contractor, joint venturer, associate, creditor, advisor, officer, director,

stockholder (excluding holding of less than 1% of the stock of a public company

for investment purposes only), partner, proprietor or any type of principal

whatsoever, directly or indirectly, in any person, firm, or business entity, in

any business activities or with any business that competes with or is engaged

in the same business as that conducted and carried on by Employer, without

Employer’s specific written consent to do so.




 




b.            Non-solicitation: 

Employee covenants and agrees that at all times during the Term, and for

a period of one (1) year thereafter, Employee will not directly or indirectly,

(i) induce, or attempt to induce, any customers of Employer or entities

affiliated with Employer to patronize any similar business which competes with

any material business of Employer, (ii) canvass, solicit or accept, or attempt

to canvass, solicit or accept, any similar business from any customer of

Employer or entities affiliated with Employer, (iii) request or advise any

customers of Employer or entities affiliated with Employer to withdraw, curtail

or cancel such customer’s business with Employer, (iv) disclose to any other

person or entity the names or addresses of any of the customers of Employer or

entities affiliated with Employer, or (v) individually or through any person or

entity with which Employee is now or may hereafter become associated, cause,

solicit, entice, or induce, or attempt to cause, solicit, entice or induce, any

present or future employee of Employer or any entity affiliated with Employer

to leave the employ of Employer, or such other entity to accept employment

with, or compensation from, Employee or any such person or entity without the

prior written consent of  Employer.




 




c.             Non-Disparagement: 

Employee covenants and agrees that Employee shall not engage in any

pattern of conduct that involves the making or publishing of written or oral

statements or remarks (including, without limitation, the repetition or

distribution of derogatory rumors, allegations, negative reports or comments)

which are disparaging, deleterious or damaging to the integrity, reputation or

good will of Employer, its management, or of corporations affiliated with

Employer or their management.




 




                12.           Inventions.  Any and all inventions, conceptions,

processes, discoveries, improvements, patent rights, letter patents, programs,

copyrights, trademarks, trade names and applications therefor, in the United

States and all other countries, whether patentable or not, and any and all

rights and interest in, to and under the same, that are conceived, made,

acquired, or possessed by Employee, whether alone or with other employees

during the Term shall become




 




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the exclusive property of Employer and shall at all times and for all

purposes be regarded as acquired and held by Employee in a fiduciary capacity

for the sole benefit of Employer, and Employee hereby assigns and agrees to

assign the same to Employer without further compensation.  Employee agrees that, upon request, he/she

will promptly make all disclosures, execute all applications, assignments or

other instruments and perform all acts whatsoever necessary or desired by Employer

to vest and confirm in it, its successors, assigns and nominees, fully and

completely, all rights and interests created or contemplated by this Section

11.




 




                13.           Employer Property.  All products, records, designs, patents,

plans, data, manuals, “field guides”, catalogs, brochures, memoranda,

machinery, devices, lists and other property delivered to Employee by or on

behalf of Employer or by its customers (including, but not limited to,

Employer’s customers solicited by Employee), and all records compiled by

Employee which pertain to the business of Employer shall be and remain the

property of Employer and be subject at all times to its discretion and

control.  Employee shall promptly

deliver to a designated representative of Employer all such Employer property,

as well as any and all correspondence with customers and representatives,

reports, records, charts, advertising materials, and other materials, and

property in his/her possession or control which belong to Employer upon

termination of Employee’s employment.




 




                14.           Representations of Employee.




 




                                (a)           Employee represents that to the best

of his/her knowledge he/she is not the subject of any pending or threatened

claim which involves any criminal or governmental proceedings, or allegations

of misfeasance, and that he has not been charged nor threatened to be charged

by any governmental or administrative body with violation of law except for

minor traffic violations and similar charges.




 




                                (b)           Employee represents and warrants that

he/she is not prohibited from acting in any capacity for Employer by virtue of

the operation of any non-competition or similar agreement with any prior

employer, or by any applicable statutes, regulations or ordinances or any other

applicable law or by the rules and regulations of the U. S. Securities and

Exchange Commission or any national securities exchange, and that his/her

acting in any capacity for Employer, will not subject Employer to claims or

materially impair the license status of 

Employer or its affiliates or any business operated by Employer or its

affiliates.




 




                15.           Defense of Claims.  Employee agrees that during the Term, and at

all reasonable times thereafter, he/she will cooperate with Employer in the

defense of any claim that may be made against Employer or any affiliates, to

the extent that such claims may relate to services performed by Employee for

Employer or its affiliates.  In

connection with such claim, (i) if 

Employee is required to travel more than one hundred (100) miles from

his/her home, Employer agrees to reimburse Employee for all of his/her

reasonable out-of-pocket expenses associated with such travel and, to the

extent reasonably practicable, to provide Employee with notice of at least ten

(10) days prior to the date on which such travel is required, and (ii) if

Employee is no longer employed by Employer, to compensate Employee at a

reasonable rate.




 




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                16.           Notification of Agreement.  Employee shall notify any future or

prospective employers, partners or persons with a similar business relationship

to Employee (“Future Employers”) about the terms of this Agreement for any

period during the Term and for one (1) year after the termination of Employee’s

employment by Employer.  Employee does

hereby authorize Employer to notify any Future Employers about the terms of

this Agreement upon discovery by Employer that Employee is being considered for

employment, partnership or similar business relationship (or has entered into

such a relationship) with a Future Employer in order to ensure Employee’s observance

and compliance herewith.




 




                17.           Injunction and Other Relief.  Both parties hereto recognize that the

services to be rendered under this Agreement by Employee are special, unique

and of extraordinary character, and that in the event of the breach by Employee

of any of the terms and conditions of this Agreement to be performed by

him/her, or in the event Employee performs services for any person, firm or

corporation in violation of Section 10, or if Employee shall breach the

provisions of this Agreement with respect to Confidential Information, then

Employer shall be entitled, if it so elects, in addition to all other remedies

available to it under this Agreement or at law or in equity, to affirmative

injunctive or other equitable relief, and Employee waives (and shall execute

such documents as may be necessary to further evidence such waiver) any

requirement that Employer secure or post any bond in connection with such

injunctive or other equitable relief.




 




                18.           Stipulation.  Employee hereby specifically acknowledges,

agrees, stipulates and represents to Employer that:




 




(i)           Employee has received adequate and sufficient

consideration for entering into this Agreement including the above-referenced

compensation and benefits;




 




(ii)        the execution and delivery of this Agreement and the

performance hereunder do not and shall not constitute a violation of any

covenants of non-competition, trade secrecy, or confidentiality to which

Employee is a party;




 




(iii)     the covenants of Employee contained in Section 9 and

Section 10 of this Agreement are in consideration of the promise of Employer to

provide Confidential Information (including trade secrets) to Employee and are

necessary to protect Employer’s interests in such Confidential Information, as

well as Employer’s business goodwill and other business interests;




 




(iv)    Employer will suffer great loss and irreparable harm

if Employee competes directly or indirectly with Employer;




 




(v)       the temporal, geographic and other restrictions

contained in this Agreement are in all respects reasonable and necessary to

protect the business goodwill, Confidential Information, trade secrets,

prospects and other business interest of Employer; and




 




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(vi)    the enforcement of this Agreement will not work an

undue or unfair hardship on Employee or otherwise be oppressive to him/her.




 




                19.           Severability.  In the event that any of the provisions of

this Agreement shall be held invalid or unenforceable by any court of competent

jurisdiction, such invalidity or unenforceability shall not affect the

remainder of this Agreement and same shall be construed as if such invalid or

unenforceable provisions had never been a part hereof.  If a court of competent jurisdiction

determines that the length of time, geographical restrictions or any other

restriction, or portion thereof, set forth in this Agreement is overly

restrictive and unenforceable, the parties agree that the court shall reduce or

modify such restrictions to those which it deems reasonable and enforceable

under the circumstances, and as so reduced or modified, the parties hereto

agree that the restrictions of this Agreement shall remain in full force and

effect.  In the event there is a breach by

Employer or Employee of any other provision of this Agreement, the covenants

contained in Sections 10 and 11 shall remain in full force and effect.




 




                20.           Waiver.  The waiver by either party of a breach or

violation of any provision of this Agreement shall not operate as or be

construed to be a waiver of any subsequent or continuing breach hereof.  The failure of any party to insist upon

strict adherence to any provision of this Agreement on one or more occasions

shall not be considered a waiver.




 




                21.           Notices.  Any notices provided for in this Agreement

shall be given in writing and transmitted by personal delivery or prepaid first

class registered or certified U.S. mail addressed as follows:




 




	

  Employer:


  	

  U S Liquids Inc.


  
	

   


  	

  Attn:  Michael P. Lawlor


  
	

   


  	

  411 N. Sam Houston Pkwy. E., Suite 400


  
	

   


  	

  Houston, TX 

  77060-3534


  
	

   


  	

   


  
	

  with copy to:


  	

  U S Liquids, Inc.


  
	

   


  	

  Attn: General Counsel


  
	

   


  	

  4121 N. Sam Houston Pkwy. E, Suite 400


  
	

   


  	

  Houston, TX 77060-3534


  
	

   


  	

   


  
	

  Employee:


  	

  John P. Miklich


  
	

   


  	

  4 Easy Street


  
	

   


  	

  Windham, NH 03087


  
	

   


  	

   


  





                22.           Successors to Employer.  Except as otherwise provided herein, this

Agreement shall inure to the benefit of Employer and any successor of Employer,

including, without limitation, any entity or entities acquiring directly or

indirectly all or substantially all of the assets or business of Employer

whether by merger, consolidation, sale or otherwise (and such successor shall

thereafter be deemed “Employer” for the purposes of this Agreement), but shall

not otherwise be assignable by Employer.




 




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                23.           Transfer and Assignment.  This agreement is personal as to Employee

and shall not be assigned or transferred by Employee without the prior written

consent of Employer.




 




                24.           Governing Law.  This Agreement shall be governed by and

construed in accordance with the laws of the State of Texas, without regard to

applicable conflicts of law.




 




                25.           Choice of Forum.  The parties hereto agree that in the event

that any legal suits, actions or proceedings arising out of this Agreement are

instituted by any party hereto, such suits, actions or proceedings shall be

instituted only in the state or federal courts in the County of Harris in the

State of Texas.  The parties hereto do

hereby consent to the jurisdiction of such courts and waive any objection which

they may now or hereafter have to the venue of any such suits, actions or

proceedings; provided, however, that any party hereto shall have the right to

institute proceedings in another jurisdiction if the purpose of such

proceedings is to enforce or realize upon any final court judgment arising out

of this Agreement.




 




                26.           Consent to Service.  Service of any and all process which may be

served on any party hereto in any suit, action or proceeding related to this

Agreement may be made by registered or certified mail, return receipt

requested, to Employee or Employer at their respective addresses for notice as

set forth in Section 20 and service so made shall be taken and held to be valid

personal service upon such party by any party to this Agreement on whose behalf

such service is made.




 




                27.           Entire Agreement.  This Agreement constitutes the entire

agreement between the parties, superseding all prior understandings,

arrangements and agreements, whether oral or written, and may not be amended

except by a writing signed by the parties hereto.  As used herein, unless the context otherwise indicates, the term

“this Agreement” means the Agreement executed to be effective as of the

Effective Date and any written amendments thereof.




 




                28.           Counterparts.  This Agreement may be executed in two or

more counterparts, all of which shall be deemed to be an original, but all of

which together shall constitute one and the same instrument.




 




 




 




 




 




 




THE REMAINDER OF THIS

PAGE LEFT INTENTIONALLY BLANK




 




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                IN WITNESS

WHEREOF, Employer has, by its appropriate officers, executed this Agreement and

Employee has executed this Agreement on the 31st day of July, 2001 to be

effective as of the Effective Date.




 




 




 




	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  U S

  LIQUIDS INC.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  By:  


  	

  /s/ Michael P. Lawlor


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Michael P. Lawlor, Chairman &


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Chief Executive Officer


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ John P. Miklich


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  John P. Miklich


  





 




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