AGREEMENT
FOR SHARE EXCHANGE


 


This
AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is entered into on April 19, 2018, with an effective date of April
1, 2018, by and between ADM Endeavors, Inc., a Nevada corporation (“ADM”), and Just Right Products, Inc., a Texas
corporation (“JRP”). ADM and JRP (collectively, the “Parties”).


 


RECITALS


 


ADM
desires to complete a share exchange transaction pursuant to which ADM shall acquire all of the equity ownership of JRP in exchange
for delivering to JRP’s Sole Shareholder, Marc Johnson, a certain number of shares of the voting stock of ADM as set forth
below; and


 


The
Board of Directors of ADM and the Board of Directors of JRP have each approved the proposed transaction, contingent upon satisfaction
prior to closing of all of the terms and conditions of this Agreement.


 


AGREEMENT


 


THE
PARTIES desire to make certain representations, warranties, and agreements in connection with completion of the proposed share
exchange transaction.


 


NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, and the covenants,
conditions, representations, and warranties hereinafter set forth, the parties hereby agree as follows:


 


ARTICLE
I 


THE
EXCHANGE


 


1.1
The Exchange. At the Closing (as hereinafter defined), ADM shall acquire 100% ownership of JRP. Consideration to
be paid by ADM shall be a total of 2,000,000 shares of its Preferred stock (the “Exchange Shares”) in exchange of
100% of the outstanding equity of JRP. Immediately following the Exchange, ADM shall have approximately 2,000,000 shares of its
Preferred stock issued and outstanding and shall have approximately 128,000,000 shares of its common stock issued and outstanding.
The Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law.
For Federal income tax purposes, it is intended that the Exchange shall constitute a tax-free reorganization within the meaning
of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).


 


1.2
Closing and Effective Time. Subject to the provisions of this Agreement, the parties shall hold a closing (the “Closing”)
on (i) the first business day on which the last of the conditions set forth in Article V to be fulfilled prior to the Closing
is fulfilled or waived or (ii) at such time and place as the parties hereto may agree. Such date shall be the date of Exchange
(the “Effective Time”).


 




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ARTICLE
II


REPRESENTATIONS
AND WARRANTIES


 


2.1
Representations and Warranties of ADM. ADM represents and warrants to JRP as follows:


 


(a)
Organization, Standing and Power. ADM is a corporation duly organized, validly existing and in good standing under
the laws of Nevada, has all requisite power and authority to own, lease and operate its properties and to carry on its business
as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of
its business or the ownership or leasing of its properties makes such qualification necessary.


 


(b)
Capital Structure. As of the date of execution of this Agreement, the authorized capital stock of ADM consists of
80,000,000 shares of Preferred Stock with a par value of $0.001 per share and 800,000,000 shares of Common Stock with a par value
of $0.001 per share. The Exchange Shares to be issued pursuant to this Agreement shall be, when issued pursuant to the terms of
the resolution of the Board of Directors of ADM approving such issuance, validly issued, fully paid and nonassessable and not
subject to preemptive rights. JRP has no other options, warrants, calls, agreements or other rights to purchase or otherwise acquire
from ADM at any time, or upon the happening of any stated event, any shares of the capital stock of ADM whether or not presently
issued or outstanding except as set forth herein.


 


(c)
Certificate of Incorporation, Bylaws, and Minute Books. The copies of the Articles of Incorporation and of the Bylaws
of ADM which have been delivered to JRP are true, correct and complete copies thereof. The minute book of ADM, which has been
made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board
of Directors (and any committee thereof) and of the shareholders of ADM since the date of incorporation and accurately reflects
all transactions referred to in such minutes and consents in lieu of meetings.


 


(d)
Authority. ADM has all requisite power and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors of ADM. No other corporate or shareholder proceedings on the part of ADM are
necessary to authorize the Exchange, or the other transactions contemplated hereby.


 


(e)
Conflict with Other Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation
of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time,
or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material
benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation,
default, right of termination, cancellation or acceleration, loss or creation, a “violation”) pursuant to any provision
of the Articles of Incorporation or Bylaws or any organizational document of ADM or, result in any violation of any loan or credit
agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to ADM which violation would have a material
adverse effect on ADM taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a
“Governmental Entity”) is required by or with respect to ADM in connection with the execution and delivery of this
Agreement by ADM or the consummation by ADM of the transactions contemplated hereby.


 




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(f)
Books and Records. ADM has made and will make available for inspection by JRP upon reasonable request all the books
and records of ADM relating to the business of ADM. Such books and records of ADM have been maintained in the ordinary course
of business. All documents furnished or caused to be furnished to JRP by ADM are true and correct copies, and there are no amendments
or modifications thereto except as set forth in such documents. The Financial Statements of ADM are attached hereto as Exhibit
A and, to the best of ADM’s knowledge, are true and correct in all material respects.


 


(g)
Compliance with Laws. ADM is and has been in compliance in all material respects with all laws, regulations, rules,
orders, judgments, decrees and other requirements and policies imposed by any Governmental Entity applicable to it, its properties
or the operation of its businesses.


 


(h)
Dilutive Securities. ADM has no dilutive securities of any kind, including but not limited to warrants, options
or employee stock options outstanding.


 


(i)
Litigation. There is no suit, action or proceeding pending, or, to the knowledge of ADM, threatened against or affecting
ADM which is reasonably likely to have a material adverse effect on ADM, nor is there any judgment, decree, injunction, rule or
order of any Governmental Entity or arbitrator outstanding against ADM having, or which, insofar as reasonably can be foreseen,
in the future could have, any such effect.


 


(j)
Tax Returns. ADM has duly filed or will file prior to Closing any tax reports and returns required to be filed by
it and has fully paid all taxes and other charges claimed to be due from it by any federal, state or local taxing authorities.
There are not now any pending questions relating to or claims asserted for, taxes or assessments asserted upon ADM.


 


2.2
Representations and Warranties of JRP. JRP represents and warrants to ADM as follows:


 


(a)
Organization, Standing and Power. JRP is a corporation duly organized, validly existing and in good standing under
the laws of Nevada; each company has all requisite power and authority to own, lease and operate its properties and to carry on
its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the
nature of its business or the ownership or leasing of its properties makes such qualification necessary except for any such failure,
which when taken together with all other failures, is not likely to have a material adverse effect on the business of the relevant
Acquirer taken as a whole. For purpose of this Section 2.2, “material adverse effect” shall mean, with respect to
each Acquirer, the result of one or more events, charges or effects which, individually or in the aggregate, would have a material
adverse effect or impact on the business, assets, results of operations, intellectual property rights, prospects or financial
condition of such party, taken as a whole, or is reasonably likely to delay or prevent the consummation of the transactions contemplated
hereby.


 




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(b)
Capital Structure. There are no options, warrants, calls, agreements or other rights to purchase or otherwise acquire
from JRP at any time, or upon the happening of any stated event, any share of the capital stock of JRP.


 


(c)
Certificate of Incorporation, Bylaws and Minute Books. Copies of the Certificate of Incorporation and of the other
corporate documents of JRP which will be delivered to ADM are true, correct and complete copies thereof. The minute books of JRP
which will be made available for inspection contain accurate minutes of all meetings and accurate consents in lieu of meetings
of the Board of Directors (and any committee thereof) and of the shareholders of JRP since the date of incorporation and accurately
reflect all transactions referred to in such minutes and consents in lieu of meetings.


 


(d)
Authority. JRP has all requisite power to enter into this Agreement and, subject to approval of the proposed transaction
by its shareholders, has the requisite power and authority to consummate the transactions contemplated hereby. Except as specified
herein, no other corporate or shareholder proceedings on the part of JRP are necessary to authorize the Exchange and the other
transactions contemplated hereby.


 


(e)
Conflict with Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation
of the transactions contemplated hereby will not, conflict with, or result in any violation of any provision of the Certificate
of Incorporation or Bylaws of JRP or of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other
agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule
or regulation applicable to JRP or its properties or assets except for any such conflict or violation, which when taken together
with all other conflict or violation, is not likely to have a material adverse effect on the business of the relevant Acquirer
taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental
Entity is required by or with respect to JRP in connection with the execution and delivery of this Agreement by JRP, or the consummation
by JRP of the transactions contemplated hereby.


 


(f)
Books and Records. JRP has made and will make available for inspection by ADM upon reasonable request all the books
and records, relating to the business of JRP. Such books and records have been maintained in the ordinary course of business.
All documents furnished or caused to be furnished to ADM by JRP are true and correct copies, and there are no amendments or modifications
thereto except as set forth in such documents. The Financial Statements of JRP are attached hereto as Exhibit B and, to the best
of JRP’s knowledge, are true and correct in all material respects.





 


(g)
Compliance with Laws. JRP is and has been in compliance in all material respects with all laws, regulations, rules,
orders, judgments, decrees and other requirements and policies imposed by any Governmental Entity applicable to it, its properties
or the operation of its businesses.


 


(h)
Liabilities and Obligations. JRP has no material liabilities or obligations (absolute, accrued, contingent or otherwise)
except (i) liabilities that are reflected and reserved against on the JRP financial statements delivered to ADM that have not
been paid or discharged since the date thereof and (ii) liabilities incurred since the date of such financial statements in the
ordinary course of business consistent with past practice and in accordance with this Agreement.


 




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(i)
Litigation. There is no suit, action or proceeding pending, or, to the knowledge of JRP threatened against or affecting
JRP, which is reasonably likely to have a material adverse effect on JRP, nor is there any judgment, decree, injunction, rule
or order of any Governmental Entity or arbitrator outstanding against JRP having, or which, insofar as reasonably can be foreseen,
in the future could have, any such effect.


 


(j)
Taxes. JRP has filed or will file within the time prescribed by law (including extension of time approved by the
appropriate taxing authority) all tax returns and reports required to be filed with all other jurisdictions where such filing
is required by law; and JRP has paid, or made adequate provision for the payment of all taxes, interest, penalties, assessments
or deficiencies due and payable on, and with respect to such periods. JRP knows of (i) no other tax returns or reports which are
required to be filed which have not been so filed and (ii) no unpaid assessment for additional taxes for any fiscal period or
any basis therefore.


 


(k)
Licenses, Permits; Intellectual Property. JRP owns or possesses in the operation of its business all material authorizations
which are necessary for it to conduct its business as now conducted. Neither the execution nor delivery of this Agreement nor
the consummation of the transactions contemplated hereby will require any notice or consent under or have any material adverse
effect upon any such authorizations.


 


2.3
Additional Representations and Warranties.


 


(a)
Shares Free and Clear. The shares of JRP are free and clear of any liens, claims, options, charges or encumbrances
of any nature.


 


(b)
Unqualified Right to Transfer Shares. The shareholders of JRP have the unqualified right to sell, assign, and deliver
the shares of JRP and, upon consummation of the transactions contemplated by this Agreement, ADM will acquire good and valid title
to such shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature.


 


(c)
Agreement and Transaction Duly Authorized. Neither the execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment,
indenture, other agreement or restriction of any kind or character to which such shareholders are a party or by which such shareholders
are bound.


 


(d)
Share Ownership. Shareholders are presently shareholders of JRP.


 


ARTICLE
III


COVENANTS
RELATING TO CONDUCT OF BUSINESS


 


The
Parties shall conduct themselves in good faith, in working towards the intent of this Agreement.


 




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ARTICLE
IV


ADDITIONAL
AGREEMENTS AND RELATED TRANSACTIONS


 


4.1
Restricted ADM Shares. The Exchange Shares will not be registered under the Securities Act, but will be issued pursuant
to applicable exemptions from such registration requirements for transactions not involving a public offering. Accordingly, the
Exchange Shares will constitute “restricted securities” for purposes of the Securities Act and the holders of Exchange
Shares will not be able to transfer such shares except upon compliance with the registration requirements of the Securities Act
or in reliance upon an available exemption therefrom.


 


4.2
Access to Information. Upon reasonable notice, ADM and JRP shall each afford to the officers, employees, accountants,
counsel and other representatives of the other company, and with respect to JRP, the Acquired Entities, access to all their respective
properties, books, contracts, commitments and records and, during such period, each of ADM and JRP shall furnish promptly to the
other (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period
pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its business, properties
and personnel as such other party may reasonably request. Unless otherwise required by law, the parties will hold any such information
which is nonpublic in confidence until such time as such information otherwise becomes publicly available through no wrongful
act of either party, and in the event of termination of this Agreement for any reason each party shall promptly return all nonpublic
documents obtained from any other party, and any copies made of such documents, to such other party.


 


4.3
Legal Conditions to Exchange. Each of ADM and JRP shall take all reasonable actions necessary to comply promptly
with all legal requirements which may be imposed on itself with respect to the Exchange and will promptly cooperate with and furnish
information to each other in connection with any such requirements imposed upon any of them or upon any of their related entities
or subsidiaries in connection with the Exchange. Each party shall take all reasonable actions necessary to obtain (and will cooperate
with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or
other public or private third party, required to be obtained or made by ADM or JRP or any of their related entities or subsidiaries
in connection with the Exchange or the taking of any action contemplated thereby or by this Agreement.


 


ARTICLE
V


CONDITIONS
PRECEDENT


 


5.1
Conditions to Each Party’s Obligation to Effect the Exchange. The respective obligations of each party to
effect the Exchange shall be conditional upon the filing, occurring or obtainment of all authorizations, consents, orders or approvals
of, or declarations or filings with, or expirations of waiting periods imposed by any governmental entity or by any applicable
law, rule, or regulation governing the transactions contemplated hereby. JRP represents and warrant that it has obtained the appropriate
required consents of the PRC government, if any


 


5.2
Conditions to Obligations of ADM. The obligation of ADM to effect the Exchange is subject to the satisfaction of
the following conditions on or before the Closing Date unless waived by ADM:


 




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(a)
Representations and Warranties. The representations and warranties of JRP set forth in this Agreement shall be true
and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated
by this Agreement, and JRP shall complete all government and legal process to transfer the shares of common stock to ADM.


 


(b)
Performance of Obligations of JRP. JRP shall have performed in all material respects all obligations required to
be performed by it under this Agreement at or prior to the Closing Date.


 


(c)
Closing Documents. ADM shall have received all closing documents as counsel for ADM shall reasonably request.


 


(d)
Consents. JRP shall have obtained the consent or approval of each person whose consent or approval shall be required
in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease or
other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable
opinion of ADM, individually or in the aggregate, have a material adverse effect on JRP and of its subsidiaries and related entities
taken as a whole upon the consummation of the transactions contemplated hereby. JRP shall also have received the approval of its
shareholders in accordance with applicable law.


 


(e)
Due Diligence Review. ADM shall have completed to its reasonable satisfaction a review of the business, operations,
finances, assets and liabilities of JRP and shall not have determined that any of the representations or warranties of JRP or
its shareholders contained herein are, as of the date hereof or the Closing, inaccurate in any material respect or that JRP or
its shareholders is otherwise in violation of any of the provisions of this Agreement.


 


(f)
Pending Litigation. There shall not be any litigation or other proceeding pending or threatened to restrain or invalidate
the transactions contemplated by this Agreement, which, in the sole reasonable judgment of ADM, made in good faith, would make
the consummation of the Exchange imprudent. In addition, there shall not be any other litigation or other proceeding pending or
threatened against JRP, the consequences of which, in the judgment of ADM, could be materially adverse to JRP.


 


5.3
Conditions to Obligations of JRP. The obligations of JRP to effect the Exchange is subject to the satisfaction of
the following conditions unless waived by JRP:


 


(a)
Representations and Warranties. The representations and warranties of ADM set forth in this Agreement shall be true
and correct in all material respects as of the date of this Agreement and (except to the extent such representations speak as
of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this
Agreement, JRP shall have received a certificate signed on behalf of ADM by the President to such effect.


 




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(b)
Performance of Obligations of ADM. ADM shall have performed in all material respects all obligations required to
be performed by it under this Agreement at or prior to the Closing Date.


 


(c)
Closing Documents. JRP shall have received all closing documents as counsel for JRP shall reasonably request.


 


(d)
Consents. ADM shall have obtained the consent or approval of each person whose consent or approval shall be required
in connection with the transactions contemplated hereby.


 


(e)
Due Diligence Review. JRP shall have completed to its reasonable satisfaction a review of the business, operations,
finances, assets and liabilities of ADM and shall not have determined that any of the representations or warranties of ADM contained
herein are, as of the date hereof or the Closing Date, inaccurate in any material respect or that ADM is otherwise in violation
of any of the provisions of this Agreement.


 


(f)
Pending Litigation. There shall not be any litigation or other proceeding pending or threatened to restrain or invalidate
the transactions contemplated by this Agreement, which, in the sole reasonable judgment of JRP, made in good faith, would make
the consummation of the Exchange imprudent. In addition, there shall not be any other litigation or other proceeding pending or
threatened against ADM the consequences of which, in the judgment of JRP, could be materially adverse to ADM.


 


ARTICLE
VI


TERMINATION
AND AMENDMENT


 


6.1
Termination. This Agreement may be terminated at any time prior to the Effective Time:


 


(a)
by mutual consent of ADM and JRP;


 


(b)
by either ADM or JRP if there has been a material breach of any representation, warranty, covenant or agreement on the part of
ADM or JRP, as the case may be set forth in this Agreement which breach has not been cured within five (5) business days following
receipt by the breaching party of notice of such breach, or if any permanent injunction or other order of a court or other competent
authority preventing the consummation of the Exchange shall have become final and non-appealable.


 


6.2
Effect of Termination. In the event of termination of this Agreement by either ADM or JRP as provided in Section
6.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto.
In such event, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such expenses.


 


6.3
Amendment. This Agreement may be amended by mutual agreement of ADM and JRP. Any such amendment must be by an instrument
in writing signed on behalf of each of the parties hereto.


 


6.4
Extension; Waiver. At any time prior to the Effective Time, the parties hereto, by action taken or authorized by
their respective Board of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained
herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party.


 




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ARTICLE
VII


GENERAL
PROVISIONS


 


7.1
Survival of Representations, Warranties and Agreements. All of the representations, warranties and agreements in
this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time for as long as the applicable
status of limitation shall remain open.


 


7.2
Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered
personally, telecopied (which is confirmed) or mailed by registered or certified mail (return receipt requested) to the parties
at the following addresses (or at such other address for a party as shall be specified by like notice):


 


(a)
If to ADM Endeavors, Inc.:


 


2021
North 3rd Street


Bismarck,
ND 58501


 


(b)
If to Just Right Products, Inc.:


 


5941
Posey Lane


Haltom
City, Texas 76117


 


7.3
Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of
this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.
The phrase “made available” in this Agreement shall mean that the information referred to has been made available
if requested by the party to whom such information is to be made available.


 


7.4
Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and
the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered
to the other parties, it being understood that all parties need not sign the same counterpart.


 


7.5
Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and
the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof and is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.


 


7.6
Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada
without regard to principles of conflicts of law. Each party hereby irrevocably submits to the jurisdiction of any Nevada state
court or any federal court in the State of Nevada in respect of any suit, action or proceeding arising out of or relating to this
Agreement, and irrevocably accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction
of the aforesaid courts.


 


7.7
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any
provision of this Agreement or part hereof or thereof to be null, void or unenforceable, or order any party to take any action
inconsistent herewith or not to take any action required herein, the other party shall not be entitled to specific performance
of such provision or part hereof or thereof or to any other remedy, including but not limited to money damages, for breach hereof
or thereof or of any other provision of this Agreement or part hereof or thereof as a result of such holding or order.


 


7.8
Publicity. Except as otherwise required by law or the rules of the SEC, so long as this Agreement is in effect,
no party shall issue or cause the publication of any press release or other public announcement with respect to the transactions
contemplated by this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld.


 


7.9
Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by
any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject
to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.


 


[Remainder
of page intentionally left blank; signature page to follow.]


 




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IN
WITNESS WHEROF, this Agreement has been signed by the parties set forth below as of the date set forth above.


 


	 	Just
        Right Products, Inc.

        

	 	 
	 	/s/
Marc Johnson
	 	Marc
    Johnson, President


 


	 	ADM
    Endeavors, Inc. 
	 	 
	 	/s/
Ardell Mees
	 	Ardell
    Mees, Chief Executive Officer


 




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Exhibit
A


 


ADM
Financial Statements


 


(ON
FILE FOR MUTUAL REVIEW)


 




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Exhibit
B


 


JRP
Financial Statements


 


(ON
FILE FOR MUTUAL REVIEW)


 




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