Exhibit 10.1


 


Dated                                2006


 


 


SAILGOLD LIMITED
AND ROPEPATH LIMITED


 


and


 


WILLIS GROUP
SERVICES LIMITED


 


and


 


WILLIS GROUP
LIMITED


 


and


 


TEN TRINITY
SQUARE  LTD


 


and


 


THOMAS ENTERPRISES
INC


 


and


 


STANLEY EARL
THOMAS


 


 


AGREEMENT


 


for the sale of 

10 Trinity Square, London EC3P 3AX


 


 





 


One Silk Street


London EC2Y 8HQ


 


 


Telephone (44-20) 7456
2000


Facsimile (44-20) 7456 2222


 


Ref C Coombe/B Taylor









 



 


PARTICULARS


	
  Date

  	
  :

  	
  8 September 2006

  
	
   

  	
   

  	
   

  
	
  The Seller

  	
  :

  	
  SAILGOLD LIMITED (Company No. 4257730) and ROPEPATH
  LIMITED (Company No. 4257796) whose registered office is at 10 Trinity Square
  London EC3P 3AX

  
	
   

  	
   

  	
   

  
	
  The Beneficial Owner

  	
  :

  	
  WILLIS GROUP SERVICES LIMITED (Company No. 1451456)
  whose registered office is at 10 Trinity Square London EC3P 3AX

  
	
   

  	
   

  	
   

  
	
  The Lease Guarantor

  	
  :

  	
  WILLIS GROUP LIMITED (Company No. 621757) whose
  registered office is at 10 Trinity Square London EC3P 3AX

  
	
   

  	
   

  	
   

  
	
  The Buyer

  	
  :

  	
  TEN TRINITY SQUARE LTD (Company No. 116464C) a company
  incorporated in the Isle of Man whose registered office is at The Fairway
  Suite, Fort Island, Derbyhaven, Isle of Man, IM9 1UA

  
	
   

  	
   

  	
   

  
	
  The Surety

  	
  :

  	
  Jointly and severally, THOMAS ENTERPRISES INC a
  company incorporated in the State of Georgia (Control Number K207255) whose
  principal place of business is 45 Ansley Drive, Newnan, GA 30263, USA and
  STANLEY EARL THOMAS of 544 Johnson Rd, Sharpsburg, GA 30277 each of whose
  address for service is at Denton Wilde Sapte One Fleet Place London EC4M 7WS

  
	
   

  	
   

  	
   

  
	
  Freehold Land

  	
  :

  	
  10 Trinity Square London EC3P 3AX as more fully
  described in Schedule 1

  
	
   

  	
   

  	
   

  
	
  Crown Land

  	
  :

  	
  The land shown edged red on Plan 1 attached to the
  Crown Land Lease currently occupied by the Beneficial Owner pursuant to the
  Crown Licence

  
	
   

  	
   

  	
   

  
	
  Property

  	
  :

  	
  The Freehold Land and the Crown Land

  
	
   

  	
   

  	
   

  
	
  Purchase Price

  	
  :

  	
  ONE HUNDRED AND FIVE MILLION POUNDS (£105,000,000)
  exclusive of VAT

  
	
   

  	
   

  	
   

  
	
  Deposit

  	
  :

  	
  TEN MILLION FIVE HUNDRED THOUSAND POUNDS
  (£10,500,000

  




 1
 






 



 


	
  Completion Date

  	
  :

  	
  27 September 2006 (subject to Clause 2.3)

  
	
   

  	
   

  	
   

  
	
  Deferred Date

  	
  :

  	
  27 November 2006 or such earlier date as the Buyer
  may nominate in writing

  
	
   

  	
   

  	
   

  
	
  Completion Time

  	
  :

  	
  5.00 pm.

  
	
   

  	
   

  	
   

  
	
  Contract Rate

  	
  :

  	
  4% above the base lending rate for the time being of
  Lloyds TSB Bank plc

  
	
   

  	
   

  	
   

  
	
  Registered Title/Root of Title

  	
  :

  	
  NGL211559

  
	
   

  	
   

  	
   

  
	
  Title Guarantee

  	
  :

  	
  Full title guarantee

  
	
   

  	
   

  	
   

  
	
  Seller’s Solicitor

  	
  :

  	
  Linklaters, One Silk Street, London EC2Y 8HQ (Ref: C
  Coombe/B Taylor)

  
	
   

  	
   

  	
   

  
	
  Buyer’s Solicitor

  	
  :

  	
  Denton Wilde Sapte, One Fleet Place, London EC4M 7WS
  (Ref: IDO/69654.00001)

  



 



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An
Agreement made on the date and between the parties specified
in the Particulars, by which it is agreed as follows:


1                               Interpretation


1.1                            This
Agreement incorporates the Standard Commercial Property Conditions (First
Edition) (the “Conditions”). In case of conflict between this Agreement and the
Conditions, this Agreement prevails. Terms used or defined in the Conditions
have the same meanings when used in this Agreement, and vice versa.


1.2                            The
Particulars on page 1 form part of this Agreement, and terms specified in them
bear the same meanings when used elsewhere in this Agreement.


1.3                            Unless
otherwise indicated, references to Clauses or Schedules are to Clauses and
Schedules of this Agreement.


1.4                            Clause
headings in this Agreement are for ease of reference only.


1.5                            References
to times shall be to times in London England.


1.6                            The
following further definitions apply in this Agreement:


Chattels:  the
items listed in Schedule 5;


Crown:
The Queen’s Most Excellent Majesty acting by The Crown Estate Commissioners;


Crown
Land Lease: a new 125 year lease of the Crown Land (and any
Fittings on the Crown Land) granted by the Crown to the Beneficial Owner today in
the form of the attached draft;


Crown
Licence: a deed dated 24 June 1976 between The Queen’s Most
Excellent Majesty (1), The Secretary of State for the Environment (2) and
Willis Faber & Dumas (Holdings) Limited (3) in respect of the Crown Land;


Documents:
the documents listed in Schedule 2;


Fittings:
those of the fittings which form part of the Property and are integral to the
character of the building including without limitation the wood panelling and
chandeliers;


Legal
Charge: a charge by the Buyer in favour of the Beneficial
Owner in the form attached;


Letting
Documents: the documents listed in Schedule 3;


Tenant:
any tenant or licensee under the Letting Documents;


VAT: Value
Added Tax;


Willis
Lease: a lease to be entered into pursuant to Clause 14 of
this Agreement by the Buyer the Beneficial Owner and the Lease Guarantor in the
form of the draft attached at Schedule 4;


the 2002
Act: the Land Registration Act 2002.



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2                               Agreement for
sale


2.1                            The
Seller shall sell at the request and direction of the Beneficial Owner and the
Buyer shall buy the Freehold Land.


2.2                            The
Buyer shall on the Completion Date take an assignment of the Crown Land Lease
from the Beneficial Owner.


2.3                            The
Buyer shall not be required to complete the purchase of the Freehold Land until
the Beneficial Owner is ready to assign the Crown Lease to the Buyer with the
intent that completion of the sale of the Freehold Land shall take place
simultaneously with completion of the assignment of the Crown Land Lease.


3                               Title guarantee


The Seller shall transfer
the Freehold Land and shall assign the Crown Land Lease with the Title
Guarantee specified in the Particulars.


4                               Purchase Price


4.1                            .
The Buyer shall pay the Deposit on 15 September 2006 by direct credit or such
other method as the Seller’s Solicitor may agree and if not paid by the Completion
Time on such date the Seller shall be entitled in addition to any other rights
to give notice at any time to terminate this Agreement.


4.2                            The
Deposit shall be held as to £7,893,789 by the Seller’s Solicitor as
stakeholders and as to the balance shall be paid to the Seller’s Solicitor as
agents for the Seller.


4.3                            The
consideration for the sale of the Freehold Land and the Crown Land Lease shall
be the Purchase Price apportioned as to £102,585,000 to the Freehold Land and
£2,415,000 to the Crown Land.


4.4                            The
Purchase Price shall be paid  by the
Buyer to the Beneficial Owner in two instalments:


4.4.1                          25%
before the Completion Time on the Completion Date; and


4.4.2                          75%
before the Completion Time on the Deferred Date together with interest at 6%
per annum from the Completion Date until the Deferred Date.


5                               Completion


5.1                            Subject
to Condition 8.3 (where applicable) and Clause 2.3 completion shall take place
on the Completion Date and before the Completion Time.


5.2                             If
the money due on the Completion Date is received after the Completion Time,
completion is to be treated, for the purposes of Conditions 6.3 and 7.3, as
taking place on the next working day. Condition 6.1.2 shall not apply.


5.3                            If
the money due on the Deferred Date is received after the Completion Time,
completion is to be treated, for the purposes of Condition 7.3, as taking place
on the next working day. Condition 6.1.2 shall not apply.



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5.4                            In
Condition 6.8.2(b) the words “if the amount to be paid on completion enables
the property to be transferred freed of all mortgages (except those to which
the sale is expressly subject)” shall be deleted.


5.5                            In
Condition 6.8.3 the word “ten” shall be deleted and the word “two” substituted.


5.6                            At
completion the Buyer shall deliver an opinion of Quinn Kneale in a form
satisfactory to the Seller’s Solicitor in relation to the creation of the
documents contemplated by this agreement to which Ten Trinity Square Ltd is a
party.


5.7                            At
completion the Buyer shall deliver the undertaking of the Buyer’s Solicitor to
complete the SDLT return and Land Registry applications in relation to the
purchase of the Property and the creation of the Legal Charge and to pay the
SDLT and Land Registry fees.


5.8                            At
completion the Buyer shall deliver the Legal Charge duly executed together with
an undertaking from Quinn Kneale to register the same in accordance with Isle
of Man law.


6                               Title


6.1                            The
Buyer acknowledges that the Seller has deduced good title to the Freehold Land
prior to the date of this Agreement. Accordingly the Buyer shall not raise any
requisition on matters arising before that date.


6.2                            Condition
1.1.2 shall be deleted and replaced by the following:


“When used in these
conditions the terms “absolute title” and “official copies” have the specific
meanings given to them by the Land Registration Act 2002”.


6.3                            Title
to the Crown Land Lease shall be deduced by production to the Buyer and the
Buyer’s Solicitors of (a) the Crown Land Lease and (b) the completed SDLT
return and Land Registry application forms and (c) evidence that the SDLT
payable on the Crown Land Lease has been paid and the provisions of Clause 6.4
shall apply.


6.4                            The
Beneficial Owner shall pay the SDLT due on the Crown Land Lease within 10
working days of its completion and shall promptly deal with any requisitions
raised by HMRC on the SDLT return.  The
Beneficial Owner shall apply to the Land Registry for the registration of the
Crown Land Lease within 20 working days of its completion and shall promptly
deal with any requisitions raised by the Land Registry on the application.  Upon completion of the application for
registration of the Crown Land Lease the Beneficial Owner shall deliver the
Crown Land Lease and the title information document to the Buyer.


7                               Incumbrances
affecting the Freehold Land


7.1                            The
Freehold Land is sold subject to and where applicable with the benefit of:


7.1.1                          any
unregistered interests which override registered dispositions under Schedule 3
of the 2002 Act; and


7.1.2                          such
unregistered interests as may affect the Freehold Land to the extent and for so
long as they are preserved by the transitional provisions of Schedule 12 of the
2002 Act;



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7.1.3                          all
matters contained or referred to in the Property Proprietorship and Charges
registers of the Registered Title (except fixed and floating charges securing
money or liabilities);


7.1.4                          the
Letting Documents;


7.1.5                          the
rights, obligations and other provisions contained or referred to in the
Documents;


as well as those
incumbrances mentioned in Condition 3.1.2 subject however to Clause 16.


7.2                            The
Buyer is deemed to purchase with full knowledge of the incumbrances referred to
in Condition 3.1.2 and Clause 7.1.


8                               Transfer


8.1                            The
transfers of the Freehold Land and the Crown Land Lease shall be in the form of
the attached drafts.


8.2                            The
transfers shall, at the cost of the Buyer, be engrossed and executed in
duplicate. The duplicate copies shall be delivered within twenty-one days after
completion to the Seller’s Solicitor (for retention by the Seller).


8.3                            Condition
4.5.5 shall not apply.


9                               Crown Land


9.1                            The
Beneficial Owner and the Lease Guarantor each warrant that:


9.1.1                          the
Lease Guarantor is the sole legal and beneficial owner of the Crown Licence;


9.1.2                          the
Crown Land is exclusively occupied by the Beneficial Owner and/or any of its group
companies and it is entitled to vacant possession of it.


9.1.3                          it
has not created any derivative legal interest in the Crown Land.


9.2                            The
Lease Guarantor has surrendered the Crown Licence to the Crown free from any
derivative legal interest and subject only to the occupation of the Beneficial
Owner and its group companies immediately prior to completion of the grant of
the Crown Land Lease.


10                        Insurance


10.1                     As
between the Seller and the Buyer the Property shall be at the risk of the Buyer
from the date of this Agreement. The Seller and/or Beneficial Owner shall
maintain the existing insurance of the Property until actual completion.
Conditions 5.1.1 to 5.1.3 (inclusive) shall not apply.


10.2                     The
Beneficial Owner shall not do or omit to do anything that shall cause the
policy to become void or voidable, the payment of any insurance moneys to be
refused or the policy to become subject to any undue excess, exclusion or
limitation which is not on normal commercial terms.



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10.3                     The
Beneficial Owner shall procure that the Buyer is added to the insurance policy
as a co-insured party with effect from the date of this Agreement and shall
provide the Buyer with evidence that this has been done.


10.4                     If any of
the Property the Fittings and the Chattels is damaged prior to actual
completion by one of the risks covered by the insurance policy maintained by
the Beneficial Owner the Beneficial Owner shall:


10.4.1                   in
consultation with the Buyer make a claim under the insurance policy;


10.4.2                   pay to the
Buyer the proceeds of the insurance and any excess under the insurance policy
and any moneys which the Beneficial Owner is unable to recover under the
insurance policy (save to the extent that the upper limit of indemnity is
exceeded) other than as a result of any act  or default of the Buyer.


11                         Postal
Completion


Any completion by post or
through a document exchange shall be at the Buyer’s expense and risk and
neither the Seller nor the Seller’s Solicitor shall be liable for the loss of
any documents so sent so long as they were properly addressed.


12                        Interest


Any money payable under
this Agreement which is not paid by the due date (other than the balance of the
Purchase Price when Condition 7.3 applies) shall bear interest at the Contract
Rate.


13                        Acknowledgement


The Buyer acknowledges
that it has not relied on any representation unless given by the Seller’s
Solicitor in a written reply to an enquiry made by the Buyer’s Solicitor before
the date of this Agreement.


14                        Grant of the
Willis Lease


14.1                     At actual
completion the Buyer shall grant and the Beneficial Owner and the Lease
Guarantor shall accept the Willis Lease.


14.2                     If
demanded to do so by the Buyer the Beneficial Owner shall pay the rent due
under the Willis Lease for the period from actual completion until 24 December
2006 on the date of actual completion by way of apportionment in accordance
with the formula:


	
  

  	
  6,300,000

  	
  x

  	
  B

  
	
   

  	
  365

  	
   

  	
   

  



 


where B is the number of
days from but excluding the date of actual completion down to 24 December 2006
and Condition 6.3.2 shall not apply.


15                        Period between
exchange and completion


Following the
date of this Agreement until actual completion the Seller and the Beneficial
Owner shall:



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15.1                     comply
with the obligations on the part of the tenant contained within the Willis
Lease at clauses 4.2 - 4.18 and 4.23 and 14 as if they
were set out in this Agreement as obligations owed to the Buyer;


15.2                     promptly
notify the Buyer in writing of any notice, application or other material
communication given or received in relation to the Property; and


15.3                      not take
any action or following the Buyer’s request fail to take any action which may
prejudice the Buyer’s interest in the Property in relation to the proposed
development of the adjoining property known as Mariner House and if required by
the Buyer and at the Buyer’s cost to refuse consent or to object (as
appropriate) to any application made in respect of Mariner House.


16                        Possession


The Beneficial Owner
shall procure that any rights of occupation of the Beneficial Owner and of any
member of the group of companies of which the Beneficial Owner forms part are
terminated prior to actual completion so that the Willis Lease shall constitute
the only right of occupation subsisting as at that date.


17                        Surety’s
guarantee


17.1                     In
consideration of the Seller and the Beneficial Owner entering into this
Agreement with the Buyer at the Surety’s request the Surety guarantees and
undertakes with the Seller and the Beneficial Owner as a primary obligation
that the Buyer  shall duly observe and
perform all the agreements and obligations and other terms and provisions of
this Agreement to be observed and performed by the Buyer and that if any of the
obligations of the Buyer are not duly performed and complied with the Surety
shall be responsible for the payment of any sums or other performance or
compliance with such obligations and shall on demand pay such sums or perform
such obligations.


17.2                     The
Surety shall indemnify the Seller and the Beneficial Owner against any loss or
liability or costs incurred by the Seller and/or the Beneficial Owner as a
result of a breach by the Buyer of the provisions of this Agreement or as a
result of this Agreement becoming void voidable or unenforceable by the Seller
or by the  Beneficial Owner  against the Buyer.


17.3                     The
Surety shall not be released or discharged in any way from its obligations
under this Agreement by:


17.3.1                   any neglect
or forbearance of the Seller or the Beneficial Owner in endeavouring to enforce
performance or observance of the Buyer’s obligations herein and any time which
may be given by the Seller or the Beneficial Owner to the Buyer;


17.3.2                   any
variation of the terms of this Agreement;


17.3.3                   any legal
limitation and/or incapacity of the Buyer and/or any change in the constitution
or powers of the Buyer or the Surety;


17.3.4                   any
liquidation administration or bankruptcy of the Buyer or the Surety;



 8
 






 



 


17.3.5                   any other
act omission matter or thing whatsoever whereby but for this provision the
Surety would be released (other than a release of the Surety given under deed
by the Seller and the Beneficial Owner); or


17.3.6                   any of the
aforementioned arising in relation to the other Surety or the release of the
other.


17.4                     The
Surety will not be entitled to participate in or be subrogated to any security
held by the Seller or the Beneficial Owner in respect of the Buyer’s
obligations or otherwise to stand in the place of the Seller or the Beneficial
Owner in respect of any such security until satisfaction of any claims brought
by the Seller or the Beneficial Owner in respect of the breach by the Buyer of
its obligations under this Agreement.


17.5                     The
Surety hereby waives any right to require the Seller or the Beneficial Owner to
pursue against the Buyer any rights which may be available to the Seller or the
Beneficial Owner before proceeding against the Surety.


17.6                     All of
the obligations of the Surety in this Agreement are owed jointly and severally.


18                        Lease Guarantor’s
obligation


In consideration of the
Buyer agreeing to grant the Willis Lease to the Beneficial Owner at the Lease
Guarantor’s request, the Lease Guarantor confirms that it will duly execute the
Willis Lease prior to actual completion and deliver the Willis Lease to the
Buyer for completion in accordance with Clause 14.


19                        Beneficial
Owner’s obligations


The Beneficial Owner
shall take all steps necessary to procure that the Seller complies with the
obligations of the Seller under this Agreement.


20                        VAT


20.1                     All sums
payable under this Agreement are exclusive of VAT (save for the payment due
under clause 14.2 which (subject to Clause 20.3) is inclusive of VAT) and the
obligations to pay those sums include an obligation to pay the associated VAT 10
working days after the later of the date VAT is demanded and the date the
associated sum payable is due but subject to receipt of a valid and appropriate
VAT invoice.


20.2                     Each of
the Beneficial Owner and the Seller warrants that no election to waive
exemption in relation to the Property or the Crown Land Lease under Schedule 10
of the Value Added Tax Act 1994 has been or will be made which would cause the
sale to be a taxable supply.


20.3                     If the
Buyer is required to pay VAT on the Purchase Price or on the Crown Land Lease
Consideration to the Beneficial Owner or the Seller then the Buyer shall be
entitled to charge VAT on the rent payable under the Willis Lease.


21                        Non-merger


Completion does not
cancel liability to perform any outstanding obligations under this Agreement.



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22                        Capital
allowances


22.1                     One pound
(£1.00) out of the Purchase Price shall be allocated to plant and machinery
forming part of the Property.


22.2                     At
completion or on such later date as the Buyer shall be registered and shall
have a Tax District and reference but in any event on the date no later than 3
months following the date of completion both the Beneficial Owner and the Buyer
shall deliver signed election notices under Section 198 Capital Allowances Act
2001 in the form attached at Annexure 1 and each party will be entitled to an
original election notice signed by both.


22.3                     After
completion each party shall deliver its election notice to its Inspector of
Taxes within the time prescribed by Section 201 of the Capital Allowances Act
2001.


23                        Fittings and
Chattels


23.1                     The sale
of the Freehold Land includes all fixtures and fittings forming part of the
Freehold Land including for the avoidance of doubt the Fittings forming part of
the Freehold Land.


23.2                     The
Beneficial Owner shall transfer with full title guarantee and the Buyer shall accept
on the Completion Date  the Chattels.


24                        Notices


Section 196 of the Law of Property Act 1925 shall
apply to any notice which may be served under this Agreement and as if the
final words of Section 196(4) “and that service... be delivered” were deleted
and replaced by “and that service shall be deemed to be made on the third
working day after posting” and notices shall be served on:


24.1                     the
Seller and the Beneficial Owner at 10 Trinity Square London EC3P 3AX marked for
the attention of Carmine Bilardello/Peter Smith; and


24.2                     the Buyer
and the Surety at Denton Wilde Sapte One Fleet Place London EC4M 7WS for the
attention of Ian Outen/Elisabeth Gaunt.


25                        Jurisdiction


25.1                     This
Agreement shall be governed by and construed in accordance with English law.


25.2                     Any court
process commenced in relation to this Agreement may be served on a party at its
address for service in England and Wales set out on page 1 of this Agreement or
such other address within England and Wales as may have been notified in
writing by the relevant party to the other parties.


25.3                     All of
the parties to this Agreement irrevocably agree that the courts of England are
to have jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any proceedings suit or
action in connection with this Agreement may be brought in such courts.


25.4                     Each of
the parties irrevocably waives (and irrevocably agrees not to raise) any
objection which each may have now or hereafter to the laying of the venue of
any such proceedings suit or action in any such courts referred to in Clause 25.3
being nominated as a forum to hear and determine any suit action or proceedings
and to



 10
 






 



 


settle any disputes which may arise out of or in
connection with this Agreement and agree not to claim that any such court is
neither a convenient nor appropriate forum and any such proceedings suit or
action brought in any court referred to in this clause shall be conclusive and
binding upon the parties hereto and may be enforced in the courts of any other
jurisdiction.


26                        Contracts
(Rights of Third Parties) Act 1999


A person who is not a
party to this Agreement has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement but this does not
affect any right or remedy of a third party which exists or is available apart
from that Act.


27                        Landlord &
Tenant Act 1954


27.1                     The Buyer
served on the Beneficial Owner a notice (the Notice)
dated 7 September 2006 in relation to the tenancy to be created by the Willis
Lease in a form complying with the requirements of Schedule 1 to the
Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 (the
Order).


27.2                     The
Beneficial Owner, or a person duly authorised by the Beneficial Owner, in
relation to the Notice made a statutory declaration (the Declaration) dated 8 September 2006 in
a form complying with the requirements of Schedule 2 of the Order.


27.3                     The
Beneficial Owner further confirms that, where the Declaration was made by a person
other than the Beneficial Owner, the declarant was duly authorised by the
Beneficial Owner to make the Declaration on the Beneficial Owner’s behalf.


27.4                     The Buyer
and Beneficial Owner agree to exclude the provisions of Sections 24 to 28
(inclusive) of the Landlord and Tenant Act 1954 Act in relation to the tenancy
to be created by the Willis Lease.



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  SIGNED by

  on behalf of Sailgold Limited

   

  	
   

  	
  /s/ Michael
  Chitty

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  on behalf of Ropepath Limited

   

  	
   

  	
  /s/ Michael
  Chitty

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by
                                       
  on behalf of

  Willis Group Services Limited

   

  	
   

  	
  /s/ Michael
  Chitty

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by
                                       
  on behalf of

  Willis Group Limited 

  	
   

  	
  /s/ Thomas
  Colraine

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by
                                       
  on behalf of

  Ten Trinity Square Ltd

   

  	
   

  	
  /s/ Stanley E.
  Thomas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by
                                       
  on behalf of

  Thomas Enterprises Inc

   

  	
   

  	
  /s/ Stanley E.
  Thomas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by
  Stanley Earl Thomas

   

  	
   

  	
  /s/ Stanley E.
  Thomas

  
	
   

  	
   

  	
   

  



 



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