Exhibit 10.6

                             STOCK OPTION AGREEMENT

         This Stock Option Agreement (this  "Agreement") is made as of September
1, 2004,  by and  between  INDEPENDENCE  WATER  GROUP,  LLC, a Virginia  limited
liability  company  ("IWG") and UNIVERSAL  FOOD & BEVERAGE  COMPANY,  a Delaware
corporation ("Universal").

                                    RECITALS

         WHEREAS,  Universal  desires  to enter  into  that  certain  Management
Agreement  of even date with IWG,  under  which  IWG will  engage  Universal  to
operate and manage the  Business  and the Land (as such terms are defined in the
Management Agreement), to sell bottled water products produced from the Business
(as  defined  in the  Management  Agreement)  and to  perform  the other  duties
described in the Management Agreement.

         WHEREAS, in consideration of IWG entering into the Management Agreement
and  allowing  Universal  to perform  thereunder  and to receive the revenues as
described  therein,  IWG requires that  Universal  grant to IWG the stock option
described in this  Agreement,  and  Universal is willing to grant IWG such stock
option in accordance with the terms and conditions of this Agreement.

         THEREFORE,  in  consideration  of the premises and the mutual covenants
set forth in this Agreement and for other good and valuable  consideration,  the
parties agree as follows:

         1.       GRANT OF OPTION.

         Universal  hereby grants to IWG the right and option (the  "Option") to
purchase  1,000,000  Units (as defined  hereinafter) on the terms and subject to
the conditions set forth in this Agreement.

         2.       UNITS.

         As used in this Agreement, the term "Unit" shall mean and shall consist
of one (1) share of common stock at $0.001 par value per share of Universal Food
& Beverage Company, a Delaware  corporation ("Common Stock") and one (1) warrant
("Warrant").  Each  Warrant  will allow IWG to purchase  one (1) share of Common
Stock at an exercise price of Two Dollars ($2.00) per share for ninety (90) days
immediately  following its issuance,  and at an exercise price of Two and 50/100
Dollars  ($2.50) per share  thereafter  until the  Warrant  expires on the first
anniversary of its issuance.

         3.       EXERCISE PRICE.

         There is no exercise price for the Option.

<PAGE>

         4.       CONDITIONS OF EXERCISE.

         As  referenced  under  the  Management  Agreement,  IWG  and  Universal
anticipate  entering  into an Asset  Purchase  Agreement for the purchase of the
Business  and the Land with all  associated  equipment,  materials  and supplies
(collectively,  the  "Acquisition") by Universal from IWG. In no event shall IWG
have any right to exercise  the Option if the  Acquisition  fails to close.  IWG
shall have the right to exercise the Option by this  Agreement to the extent the
Acquisition closes, but only during the term of the Option.

         5.       TERM OF OPTION.

                  The Option rights  granted to IWG under this  Agreement  shall
commence upon the closing of the  Acquisition  and shall  terminate  ninety (90)
days  following the closing date of the  Acquisition.  Furthermore,  this Option
rights granted to IWG under this Agreement shall in any event expire and be null
and void and of no effect whatever on June 1, 2005.

         6.       EXERCISE OF OPTION.

         The Option may be  exercised,  only as to all Units and not in part, by
giving  written  notice to  Universal.  The notice  shall  contain the  warranty
required by Section 8 of this Agreement,  and shall specify a date (other than a
Saturday,  Sunday,  or legal holiday),  not less than five (5) nor more than ten
(10) days after the date of the written notice,  as the date on which the shares
of Common Stock and the Warrants will be issued.

         7.       ISSUANCE OF STOCK AND WARRANTS.

         Upon satisfaction of the conditions set forth in this Agreement, on the
date specified in the written notice of exercise of the Option,  Universal shall
deliver to IWG an appropriate  certificate or certificates  for 1,000,000 shares
of Common  Stock and shall  deliver to IWG a Warrant  Agreement  with respect to
1,000,000  shares  of Common  Stock in the form  attached  as  Exhibit A to this
Agreement.  The date of issuance of the Shares and the  Warrants may be extended
by Universal if any law or regulation requires Universal to take any action with
respect to the Shares and the Warrants prior to issuing them,  whether  pursuant
to the provisions of Section 8 of this Agreement or otherwise.

         8.       RESTRICTIONS; LEGENDS.

         Universal  shall be under no  obligation  to issue any shares of Common
Stock unless IWG shall warrant to Universal,  at the time of the exercise,  that
it is acquiring  the shares of Common Stock for  investment  and not with a view
to, or for sale in  connection  with,  the  distribution  of any of such  Common
Stock.  Shares of Common Stock issued  pursuant to the exercise of the Option or
the Warrants shall contain a legend restricting their transferability


                                       2
<PAGE>

         9.       NONASSIGNABILITY.

         This Option shall not be transferred or assigned by IWG.

         10.      RIGHTS IN STOCK BEFORE ISSUANCE AND DELIVERY.

         No person shall be entitled to the  privileges of stock  ownership with
respect to any shares of Common Stock to be issued upon exercise of this Option,
unless  and until the  delivery  by  Universal  of the  certificates  evidencing
ownership of such shares.

         11.      NOTICES.

         Any notices  hereunder  shall be given in  accordance  with the notices
provisions of the Management Agreement.

         12.      GOVERNING LAW.

         This Agreement  shall be construed and enforced in accordance  with the
laws of the State of Illinois.

         13.      BINDING EFFECT.

         This   Agreement   shall  be  binding   upon  the   heirs,   executors,
administrators, successors, and assigns of the parties.

                         [signatures on following page]



                                       3
<PAGE>

         IN WITNESS WHEREOF, the parties have entered into this Agreement on the
day and year first above written.

                                           UNIVERSAL FOOD & BEVERAGE COMPANY


                                           By: /s/ Duane N. Martin
                                               ------------------------------
                                               Duane N. Martin, Chairman and CEO


                                           INDEPENDENCE WATER GROUP, LLC


                                           By: /s/ Milo Valenti
                                               ------------------------------
                                               Milo Valenti, Managing Member


                                       4
<PAGE>

                                    EXHIBIT A
                                     WARRANT

     THIS WARRANT AND THE SECURITIES  ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
     BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
     OR ANY  STATE  SECURITIES  LAWS.  THEY MAY NOT BE SOLD,  OFFERED  FOR SALE,
     PLEDGED,  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF SUCH
     REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.


                          COMMON STOCK PURCHASE WARRANT

                        UNIVERSAL FOOD & BEVERAGE COMPANY

Date of Original Issuance: _____________, 2005            Certificate No. W-____

                  THIS CERTIFIES  that, for value received,  Independence  Water
Group, LLC, a Virginia limited  liability  company,  or registered  assigns (the
"Registered Holder"), is entitled,  upon the terms and subject to the conditions
hereinafter  set forth,  to acquire from  Universal Food & Beverage  Company,  a
Delaware corporation (the "Company"),  a total of One Million (1,000,000) shares
of common stock, par value $.001 per share ("Common Stock"),  or its equivalent,
however designated,  of the Company (the "Warrant Shares"), at a price per share
(the "Exercise Price") as set forth in the next sentence. During the period from
the date of this Agreement  until and on  ___________,  2005, the Exercise Price
for the Warrant  Shares is $2.00 per share  representing  an aggregate  purchase
price of Two  Million  Dollars  ($2,000,000.00).  After  __________,  2005,  the
Exercise Price for the Warrant Shares will be $2.50 per share,  representing  an
aggregate   purchase  price  of  Two  Million  Five  Hundred   Thousand  Dollars
($2,500,000.00).

                  The  Exercise  Price and  number of  Warrant  Shares  (and the
amount and kind of other securities) for which this Warrant is exercisable shall
be subject to  adjustment  as provided  herein,  and all  references to "Warrant
Stock"  and  "Exercise  Price"  herein  shall  be  deemed  to  include  any such
adjustment.

                  SECTION 1.  Exercise of Warrant.

         1A. Exercise  Period.  The purchase rights  represented by this Warrant
may be exercised,  in whole or in part, at any time and from time to time during
the period (the "Exercise  Period")  beginning on the Date of Original  Issuance
and ending on the date of the first anniversary of the Date of Original Issuance
or, if such day is not a business day, on the next succeeding business day.


                                      A-1

<PAGE>

         1B.      Exercise Procedure.

                           (i) This Warrant, in whole or in part, as applicable,
shall be deemed to have been exercised when all of the following items have been
delivered to the Company (the "Exercise Time"):

                                    (a) a completed  Exercise  Agreement  in the
form set forth in Exhibit A hereto,  as described in Section 1C below,  executed
by the person exercising all or part of the purchase rights  represented by this
Warrant (the "Purchaser");

                                    (b)     this Warrant;

                                    (c) if the  Purchaser is not the  Registered
Holder in the  Company's  records  maintained  pursuant to Section 7 hereof,  an
Assignment or Assignments  in the form set forth in Exhibit B hereto  evidencing
the assignment of this Warrant to the Purchaser; and

                                    (d) a check  payable  to the  Company  in an
amount equal to the product of the Exercise  Price  multiplied  by the number of
Warrant  Shares being  purchased  upon such  exercise (the  "Aggregate  Exercise
Price").

                           (ii)  Certificates  for Warrant Shares purchased upon
exercise of this  Warrant  shall be  delivered  by the Company to the  Purchaser
within a reasonable  time after the date of the Exercise  Time together with any
cash  payable in lieu of a  fraction  of a share  pursuant  to Section 8 hereof.
Unless this Warrant has expired or all of the purchase rights represented hereby
have been  exercised,  the Company  shall  prepare a new Warrant,  substantially
identical hereto,  representing the rights formerly  represented by this Warrant
which have not expired or been  exercised  and shall deliver such new Warrant to
the person designated for delivery in the Exercise  Agreement  concurrently with
the delivery of certificates for Warrant Shares.

                           (iii) The Warrant  Shares  issuable upon the exercise
of this  Warrant  shall be deemed to have been  issued to the  Purchaser  at the
Exercise Time, and the Purchaser shall be deemed for all purposes to have become
the record holder of such Warrant Shares at the Exercise Time.

                           (iv) The issuance of certificates  for Warrant Shares
upon  exercise of this Warrant  shall be made without  charge to the  Registered
Holder for any  issuance  tax in respect  thereof or other cost  incurred by the
Company in  connection  with such  exercise and the related  issuance of Warrant
Shares,  except for any taxes or charges payable in connection with the issuance
of Warrant Shares to any Person other than the Registered Holder.

                           (v) The Company shall not close its books against the
transfer of this Warrant or of any Warrant  Shares  issued or issuable  upon the
exercise of this Warrant in any manner which interferes with the timely exercise
of this Warrant.

                           (vi) The Company  shall at all times reserve and keep
available  out of its  authorized  but unissued  capital  stock,  solely for the
purpose of issuance  upon the exercise of this  Warrant,  the maximum  number of


                                      A-2
<PAGE>

Warrant  Shares  issuable upon the exercise of this Warrant.  All Warrant Shares
which are so issuable shall,  when issued and upon the payment of the applicable
Exercise  Price, be duly and validly issued,  fully paid and  nonassessable  and
free from all taxes, liens and charges,  except  restrictions  arising (A) under
federal and state securities laws, (B) not by or through the Company,  or (C) by
agreement between the Company and the Registered Holder or its successors.

                  SECTION 2.  Adjustment of Exercise Price and Number of Warrant
Shares.  In order to prevent  dilution of the rights granted under this Warrant,
the  Exercise  Price  and the  number  of  Warrant  Shares  or other  securities
obtainable  upon exercise of this Warrant  shall be subject to  adjustment  from
time to time as provided in this Section 2.

                  2A.  Adjustment  for Stock  Splits  and  Combinations.  If the
Company  at any  time  while  this  Warrant,  or  any  portion  hereof,  remains
outstanding  and  unexpired,  effects a subdivision  of the  outstanding  Common
Stock, the Exercise Price in effect  immediately prior to that subdivision shall
be  proportionately  decreased.  Conversely,  if the Company any time while this
Warrant, or any portion hereof, remains outstanding and unexpired,  combines the
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect  immediately prior to the combination  shall be  proportionately
increased.  Any adjustment  under this Section 2A shall become  effective at the
close of business on the date the subdivision or combination becomes effective.

                  2B. Adjustment for Stock Dividends and  Distributions.  If the
Company  at any  time  while  this  Warrant,  or  any  portion  hereof,  remains
outstanding and unexpired,  makes, or fixes a record date for the  determination
of holders of Common Stock entitled to receive, a dividend or other distribution
payable in additional  shares of Common  Stock,  in each such event the Exercise
Price then in effect shall be  decreased as of the time of such  issuance or, in
the event such record date is fixed,  as of the close of business on such record
date,  by  multiplying  the Exercise  Price then in effect by a fraction (1) the
numerator  of which is the total  number of shares of Common  Stock  issued  and
outstanding  immediately  prior to the  time of such  issuance  or the  close of
business  on such record  date,  and (2) the  denominator  of which is the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such  issuance  or the close of  business  on such  record date plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution;  provided,  however,  that if such  record  date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed  therefor,  the Exercise  Price shall be recomputed  accordingly as of the
close of business on such record date and thereafter the Exercise Price shall be
adjusted  pursuant  to this  Section  2B to reflect  the actual  payment of such
dividend or distribution.

                  2C. Adjustments for Other Dividends and Distributions.  If the
Company  at any  time  while  this  Warrant,  or  any  portion  hereof,  remains
outstanding and unexpired,  makes, or fixes a record date for the  determination
of holders of Common Stock entitled to receive a dividend or other  distribution
(other  than a  dividend  or  distribution  payable  solely  in shares of Common
Stock), in each such event provision shall be made so that the Registered Holder


                                      A-3
<PAGE>

shall receive upon exercise hereof,  in addition to the number of Warrant Shares
receivable thereupon,  the dividend or distribution which such Registered Holder
would have received had such exercise occurred immediately prior to such event.

                  2D.    Adjustment   for    Reclassification,    Exchange   and
Substitution.  If at any time while this Warrant, or any portion hereof, remains
outstanding  and unexpired,  the Warrant  Shares  issuable upon exercise of this
Warrant are changed  into the same or a different  number of shares of any class
or classes of stock, whether by recapitalization,  reclassification or otherwise
(other  than a  subdivision  or  combination  of shares or stock  dividend  or a
reorganization,  merger or consolidation  provided for elsewhere in this Section
2), in any such event  this  Warrant  shall  thereafter  represent  the right to
receive upon exercise  hereof the kind and amount of stock and other  securities
and   property   receivable   in   connection   with   such    recapitalization,
reclassification  or other change with respect to the maximum  number of Warrant
Shares  issuable  upon  exercise  of  this  Warrant  immediately  prior  to such
recapitalization, reclassification or change, all subject to further adjustments
as provided  herein or with respect to such other  securities or property by the
terms thereof.

                  2E. Reorganizations, Mergers or Consolidations. If at any time
while this Warrant,  or any portion hereof,  remains  outstanding and unexpired,
the Warrant  Shares are converted  into other  securities  or property,  whether
pursuant to a reorganization,  merger,  consolidation or otherwise (other than a
recapitalization,   subdivision,  combination,  reclassification,   exchange  or
substitution of shares provided for elsewhere in this Section 2)  (collectively,
a "Reorganization"),  as a part of such transaction,  provision shall be made so
that this Warrant shall thereafter  represent the right to receive upon exercise
hereof the number of shares of stock or other  securities or property to which a
holder of the maximum  number of Warrant  Shares  issuable upon exercise of this
Warrant  immediately  prior to such  transaction  would  have been  entitled  in
connection  with such  transaction,  subject to further  adjustments as provided
herein  or with  respect  to such  other  securities  or  property  by the terms
thereof.  In  any  such  case,  appropriate  adjustment  shall  be  made  in the
application  of the  provisions  of this Section 2 with respect to the rights of
the  Registered  Holder  of this  Warrant  after  such  transaction  so that the
provisions of this Section 2 (including adjustment of the Exercise Price and the
number of Warrant  Shares  issuable  upon  exercise  of this  Warrant)  shall be
applicable after such event and be as nearly equivalent as practicable.

                  2F.  Certificate of Adjustment.  In each case of an adjustment
or  readjustment  of the  Exercise  Price,  the Company,  at its expense,  shall
compute such adjustment or readjustment in accordance with the provisions hereof
and prepare a certificate  showing such  adjustment or  readjustment,  and shall
mail such certificate,  by first class mail, postage prepaid,  to the Registered
Holder of this  Warrant.  The  certificate  shall set forth such  adjustment  or
readjustment,  showing in reasonable detail the facts upon which such adjustment
or readjustment is based.

                  2G.  Adjustment  of  Number  of  Warrant  Shares.   Upon  each
adjustment  of the  Exercise  Price  hereunder,  the  number of  Warrant  Shares
acquirable  upon  exercise of this Warrant shall be adjusted to equal the number
of shares  determined by multiplying  the Exercise  Price in effect  immediately
prior to such  adjustment  by the  number  of  Warrant  Shares  acquirable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product thereof by the Exercise Price resulting from such adjustment.


                                      A-4
<PAGE>

                  2H.  Notices.  The Company  shall give  written  notice to the
Registered  Holder of this  Warrant  at least ten (10) days prior to the date on
which the  Company  closes its books or takes a record  (A) with  respect to any
dividend or distribution  upon the Common Stock, and (B) with respect to any pro
rata  subscription  offer to holders of Common  Stock,  and (C) for  determining
rights to vote with  respect to any  transaction  described  in Section 2D or 2E
hereof or any dissolution or liquidation of the Company.

                  SECTION 3.  Transferability.  This  Warrant  and the  purchase
rights represented hereby are transferable,  in whole or in part, without charge
to the Registered Holder upon surrender of this Warrant with a properly executed
assignment  (in the Form of  Exhibit B hereto)  at the  principal  office of the
Company, subject only to compliance with applicable federal and state securities
laws;  provided  that the  Registered  Holder  agrees not make any  transfer  or
disposition  (including a gift) of this Warrant or the Warrant Stock until after
__________, 2005.

                  SECTION 4. Warrant  Exchangeable for Different  Denominations.
This Warrant is exchangeable, upon the surrender hereof by the Registered Holder
at the  principal  office  of the  Company,  for  new  Warrants  of  like  tenor
representing  in the aggregate the purchase rights  hereunder,  and each of such
new Warrants shall represent such portion of such rights as is designated by the
Registered Holder at the time of such surrender.

                  SECTION 5.  Replacement.  Upon receipt of evidence  reasonably
satisfactory  to the Company (an  affidavit  of the  Registered  Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing this Warrant, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the Company
(provided  that if the  Registered  Holder is a financial  institution  or other
institutional investor its own agreement shall be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Company shall (at
its  expense)  execute and  deliver in lieu of such  Warrant  certificate  a new
certificate of like kind representing the same rights  represented by such lost,
stolen,  destroyed  or  mutilated  certificate  and dated the date of such lost,
stolen, destroyed or mutilated certificate.

                  SECTION 6. Amendment and Waiver.  Except as otherwise provided
herein,  the  provisions of this Warrant may be amended and the Company may take
any action herein  prohibited,  or omit to perform any act herein required to be
performed by it, only if the Company has obtained the prior  written  consent of
the holders of a majority of the  then-outstanding  Warrants.  Any  amendment or
waiver so  effected  shall be binding  on each  existing  and  future  holder of
Warrants.

                  SECTION 7. Warrant Register. The Company shall maintain at its
principal executive offices books for the registration of ownership and transfer
of this  Warrant.  The Company may deem and treat the  Registered  Holder as the
absolute  owner  hereof  (notwithstanding  any  notation of  ownership  or other
writing  thereon  made by anyone) for all  purposes and shall not be affected by
any notice to the contrary.

                  SECTION 8. Investment  Intent. By accepting this Warrant,  the
Registered  Holder  represents  that it is acquiring this Warrant for investment
purposes  only and not  with a view to,  or for  sale in  connection  with,  any
distribution hereof.


                                      A-5
<PAGE>

                  SECTION 9. Fractions of Shares.  No fractional shares or scrip
representing  fractional  shares shall be issued upon  exercise or conversion of
this Warrant in whole or in part.  As to any fraction of a share called for upon
the  exercise or  conversion  of this  Warrant,  the  Company  shall make a cash
payment in respect of such  fraction in an amount equal to the same  fraction of
the fair  market  value of a  Warrant  Share  on the  date of such  exercise  or
conversion.

                  SECTION 10. No  Stockholder  Rights.  This  Warrant  shall not
entitle  the  Registered  Holder to any voting  rights or any other  rights as a
stockholder  of the  Company or to any other  rights  except  the rights  stated
herein;  and no dividend or interest shall be payable or shall accrue in respect
of this Warrant or the Warrant Shares during the Exercise Period.

                  SECTION 11. Notices.  Unless  otherwise  provided,  any notice
under this  Warrant  shall be given in writing  and shall be deemed  effectively
given  (a)  upon  personal  delivery  to the  party  to be  notified,  (b)  upon
confirmation of receipt by fax by the party to be notified, (c) one business day
after deposit with a reputable overnight courier, prepaid for overnight delivery
and  addressed as set forth in below,  or (d) three (3) days after  deposit with
the United States Post Office,  postage  prepaid,  registered or certified  with
return  receipt  requested  and  addressed  to the party to be  notified  at the
address indicated below, or at such other address as such party may designate by
ten (10) days' advance  written notice to the other party given in the foregoing
manner.

                  If to the Holder:         ___________________________

                                            ___________________________

                                            ___________________________

                                            Facsimile:_________________


                  If to the Company:        Universal Food & Beverage Company
                                            ___________________________

                                            ___________________________

                                            Facsimile:_________________


                  SECTION 12.  Governing  Law. This Warrant shall be governed by
and  construed in accordance  with the Delaware  General  Corporation  Law as to
matters  within the scope  thereof and under the law of the State of Illinois as
to all other matters,  without giving effect to any choice of law or conflict of
law provisions.


                                      A-6
<PAGE>

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
signed and attested by its duly authorized officers under its corporate seal and
to be dated the date hereof.


                                           UNIVERSAL FOOD & BEVERAGE COMPANY


                                           By:
                                               -----------------------------
                                               Marc Fry, President


Attest:



----------------------------
______, Secretary



                                      A-7
<PAGE>

                                    EXHIBIT A


                               EXERCISE AGREEMENT


To:                                               Dated:
    -------------------------------                      -----------------------

                  The  undersigned,  pursuant to the provisions set forth in the
attached Warrant (Certificate No. W-____), hereby subscribes for the purchase of
____________  Warrant Shares covered by such Warrant and makes payment  herewith
in full therefor at the price per share provided by such Warrant.

                  The  undersigned  requests that a certificate for such Warrant
Shares    be     registered    in    the    name    of    whose    address    is
______________________________________ and whose social security number or other
identifying  number is  ___________,  and that such  certificate be delivered to
_________________ whose address is ___________________________________.  If said
number of  Warrant  Shares is less than all of the  Warrant  Shares  purchasable
hereunder,  the undersigned  requests that a new Warrant evidencing the right to
purchase  the  remaining  balance  of Warrant  Shares for which this  Warrant is
exercisable  be  registered in the name of  __________________  whose address is
_________________________  and whose social security number or other identifying
number is _________,  and that such  certificate be delivered to  ______________
whose address is __________________________________ .


                                          Signature:
                                                    ----------------------------

                                          Address:
                                                  ------------------------------

                                                  ------------------------------



                                      A-8
<PAGE>

                                    EXHIBIT B

                                   ASSIGNMENT

         FOR VALUE  RECEIVED,  hereby  sells,  assigns and  transfers all of the
rights of the undersigned under the attached Warrant (Certificate No. W-__) with
respect to the number of the Warrant  Shares  covered  thereby set forth  below,
unto:

Names of Assignee          Address                   No. of Warrant Shares
-----------------          -------                   ---------------------




Dated:                                   Signature:
      ------------------                            ----------------------------



                                         Witness:
                                                  ------------------------------




                                      A-9