UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 1, 1995
Commission file number 0-16734
C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in charter)
Nevada 87-0217252
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23 Cactus Garden Drive, F-60
Green Valley (Henderson), Nevada 89014
(Address of Principal Executive Office) (Zip Code)
(702) 893-4747
(Registrant's Telephone Number, Including Area Code)
Copies To:
Gerald Levine
President
23 Cactus Garden Drive, F-23
Henderson, Nevada 89014
(702)893-4747
<PAGE>
C.E.C. Industries Corp. Page 2
Item No 1 Changes in Control of Registrant.
No events to report.
Item No. 2. Acquisition or Disposition of Assets.
The Company entered into an agreement with Landmark International, Inc., a
Nevada corporation and STM Communications, Landmark's wholly owned
California corporation to sell the Company's property known as the Mesa Land
on Russell Road in Henderson, Nevada.
The total purchase price for the property is $5,200,000.00 payable in Rule 144
Common Stock in Landmark International, Inc., and Landmark's assumption of
$2,250,733 debt on the property.
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying Accountant.
No events to report.
Item No. 5. Other Events.
No events to report.
Item No. 6. Resignation of Registrant's Directors.
No events to report.
Item No. 7. Financial Statements, Proforma Financial Information and
Exhibits.
Exhibit -Agreement of Sale and Purchase
Exhibit - Related Agreement
Exhibit - Agreement to Assume Two Note Obligations Secured by Two
Existing Deeds of Trust
<PAGE>
C.E.C. Industries Corp. Page Three
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
C.E.C. Industries Corp.
By: /s/Gerald Levine Dated: November 29, 1996
Gerald Levine, President
<PAGE>
AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT is entered into by and between Landmark
International, Inc., a Nevada corporation with STM Communications, its
wholly owned California corporation, (hereinafter collectively referred to as
"Purchaser") and CEC Industries Corp., a Nevada corporation (hereinafter
referred to as "Seller").
The parties agree as follows:
ARTICLE I
AGREEMENT TO SELL AND PURCHASE
1.1 seller will sell to Purchaser and Purchaser will purchase from
Seller, the property known as the Mesa land on Russell Road in Henderson,
Nevada, subject to the terms and conditions of this Agreement, the following:
(a) Being that certain tract of land (hereinafter referred to
as the "Land"), said tract being more particularly described by metes and
bounds on Exhibit "A", attached hereto and made a part hereof.
ARTICLE II
Purchase Price
2.1 The total purchase price (hereinafter referred to as "Purchase
Price") for the Property is FIVE MILLION TWO HUNDRED THOUSAND
DOLLARS ($5,200,000.00).
2.2 The Purchase Price shall be paid as follows:
(a) By Purchaser delivering to Seller $2,949,267 worth of
Purchasers Rule 144 stock with an Agreed Value of
$5.00 per share and,
(b) By Purchaser's assumption of that certain underlying
debt of $2,250,733 as evidenced by Purchaser's
execution of assumption agreement.
ARTICLE III
Earnest Money and Closing
3.1 Seller and Purchaser agree that the earnest monies are waived.
3.2 Unless otherwise agreed by Purchaser and Seller the Closing of the
transaction contemplated hereby shall take place on or before 30 days from the
date op this agreement.
<PAGE>
ARTICLE IV
Representations, Warranties and Covenants of Seller
4.1 Seller hereby warrants and represents as follows:
(a) Seller has authority to enter into and perform this
Agreement.
(b) Seller does not know of any lawsuits, claims,
condemnations, special assessments, or other adverse claims including
environmental conditions not in compliance or pending or threatened affecting
the Property; and,
All notes or notices Seller has knowledge of or violations,
orders or requirements noted in or issued by any town, county, city, state or
federal department having jurisdiction over, against or affecting the Property
including back taxes to the date of Closing or thereafter shall be disclosed to
Purchaser by the Seller.
4.2 The representations and warranties of Seller set forth above and
elsewhere in this Agreement shall not survive the closing hereof.
4.3 Seller has delivered or, within ten (10) days of the Date of this
Agreement (as hereinafter defined), shall make available to Purchaser for
approval whatsoever documentation is required for seller to complete his due
diligence review.
4.4 From the Date of this Agreement until the earlier to occur of the
end of the inspection Period and upon reasonable notice by Purchaser to
Seller, (hereinafter defined) or the termination of this Agreement, Seller
shall allow Purchaser, its employees, agents and contractors, during reasonable
business hours, access to the Property and records pertaining to the Property,
to conduct its inspections contemplated hereunder.
ARTICLE V
Representations, Warranties and Covenants of Purchaser
5.1 Purchaser hereby represents and warrants to Seller that Purchaser
is duly authorized to enter into this Agreement and the transaction
contemplated hereby and that all instruments to be executed and delivered by
Purchaser at Closing will be duly authorized and when so executed will be
validly existing and binding against Purchaser in accordance with the terms
of each such instrument.
<PAGE>
ARTICLE VI
Conditions to the Purchaser's and the Seller's Obligations
6.1 Without limitation of Article VII below, the obligation of
Purchaser to purchase the Property from Seller is subject to the satisfaction
before the Closing Date of each of the following conditions and in the event
any of such conditions I not satisfied or waived, this Agreement shall
terminate and the Earnest Money shall be returned to Purchaser:
(a) Purchaser shall be satisfied in its reasonable discretion with the
title policy and attached exceptions to be issued by the Title Company and
Purchaser will acknowledge acceptance thereof within the inspection period.
ARTICLE VII
Title and Survey
7.1 Within one hundred twenty (120) days of the Date of this
Agreement, Seller shall deliver or cause to be delivered to Purchaser:
(a) a Commitment for Owner Policy of Title Insurance (hereinafter
referred to as "Title Commitment") issued by the Title Company, whereby the
Title Company commits to issue its Owner Policy of Title Insurance written in
accordance with this Agreement; unless there are restrictive covenants of
record which shall be listed as exceptions to the title commitment; and,
(b) the best copies available from the Title Company of all
instruments shown as exceptions on the Title Commitment.
7.2 The Title Commitment shall describe the Land, and such legal
description, unless modified by the Survey (as hereinafter defined), shall be
incorporated into this Agreement and shall be used in all closing documents;
shall list Purchaser as the prospective named insured; and shall show as the
policy amount the Purchase Price.
7.3 Within one hundred twenty (120) days of the Date of this
Agreement, Seller shall deliver or cause to be delivered to Purchaser a survey
(referred to herein as the "Survey").
7.4 Purchaser shall have the right to review the Title Commitment and
the Survey for a period of ten (10) days from the date hereof.
Purchaser's sole and exclusive remedy for any failure of Seller to
deliver timely and of the items required to be delivered by Seller to Purchaser
pursuant to this Article VII shall be the termination of this Agreement and a
refund to the Purchaser of it's Earnest Money. If Purchaser makes any timely
objections to the Title Commitment or the Survey and Seller notifies
Purchaser in writing ("Seller's Notice") that Seller will not cure such
objections (Seller having no obligation to do so), Purchaser shall have the
right, as its sole and exclusive remedies, either to waive such objections or
terminate this Agreement and received a refund of the Earnest Money.
Purchaser must elect by written notice to Seller within ten (10) days after the
delivery of Seller's Notice which remedy Purchaser elects, or Purchaser will
be deemed to have waived such objections.
<PAGE>
ARTICLE VIII
Provisions with Respect to the Closing
8.1 At the Closing, Seller shall furnish and deliver to Purchaser the
following:
(a) A Grant, Bargain, Sale Deed to the Land and
Improvements duly executed and acknowledged by Seller.
(b) The Owner Policy of Title Insurance covering the
Property issued by the Title Company in accordance with the terms of Section
7.2 above.
8.2 At the Closing, Purchaser shall deliver to the Seller the
following.
(a) The Stock Payment as provided in Section 2.2(a),
above; and, after all adjustments are made at the
Closing, Seller shall be issued the stock in the net
amount of the net proceeds of sale payable at Closing.
(b) The Stock Liquidation Agreement.
the Performance Deed of Trust duly executed by the
Purchaser.
(d) The Assumption Agreement duly executed by
Purchaser.
8.3 Adjustments. The following items shall be adjusted between Seller
and Purchaser and, where prorations are to be made, shall be prorated on a per
diem basis as of midnight of the day preceding the date of the Closing (the
"Adjustment Date"):
(a) Purchaser shall obtain their own insurance policy on the
property;
(b) Real and personal property taxes and assessments and all other
current expenses of operation of the Property shall be prorated
as of the Adjustment Date based upon the latest data available.
If such proration is based upon a prior years's tax data or other
data, the parties agree to readjust same when such tax or other
data for the current year or period is available;
If any adjustment or proration hereunder shall be found to be
incorrect within six (6) months of the Closing, Purchaser and
Seller shall make the appropriate correction or readjustment
thereof. This paragraph shall survive the closing
notwithstanding all statements herein.
<PAGE>
ARTICLE IX
Casualty or Condemnation Prior to Closing
9.1 If at any time prior to Closing any portion of the Property is
destroyed or damaged as a result of fire or any other cause whatsoever, Seller
shall promptly give notice thereof to Purchaser. The rights and obligations of
the parties by reason of such destruction or damage shall be limited to the
cancellation of this agreement and the return of the earnest money.
ARTICLE X
Default and Remedies
10.1 Seller Default. In the event all conditions of this Agreement are
satisfied by Purchaser (if Purchaser's obligation) or waived and in the event
all covenants and agreements to be performed by Purchaser prior to Closing
are fully performed, and in the further event that performance of this
Agreement is tendered by the Purchaser and the sale is not consummated
through default on the part of the Seller on the Closing Date, the Purchaser
shall be entitled to either (I) enforce specific performance hereunder, or (ii)
the return of the Earnest Money. The remedies set forth in this Section 10.1
shall be Purchaser's sole remedies.
10.2 Purchaser Default. In the event of Purchaser's default hereunder,
Purchaser shall immediately deliver to Seller all studies or tests, including,
but without limitation, soil tests, topographical information, structural
tests, engineering and economic feasibility studies, or other similar
preliminary work. Further, the Earnest Money shall in such event be retained
by Seller or paid to the Seller by the Title Company, as the case may be, as
liquidated damages for the Purchaser's default.
Such amount is agreed upon by and between the Seller and the
Purchaser as liquidated damages, due to the difficult and inconvenience of
ascertaining and measuring actual damages, and the uncertainty thereof; and
no other damages, rights or remedies shall in any case be collectible,
enforceable or available to the Seller other than in this Article 10 defined,
but the Seller shall accept said cash payment as the Seller's total damages
and relief by virtue of Purchaser's default hereunder. The remedies set
forth in this Section 10.2 shall be Seller's sole remedies.
ARTICLE XI
Seller's Performance/Cash Flow Guarantees
11.1 Omitted as not applicable
<PAGE>
ARTICLE XII
Indemnity
12.1 Seller will indemnify and hold Purchaser harmless from and
against, and will reimburse Purchaser with respect to, any and all claims,
demands, causes of action, liens, loss damage, liabilities, costs and expenses
(including reasonable attorney's fees and court costs) asserted against or
incurred by Purchaser by reason of or arising out of the ownership,
maintenance and/or operation of the Property up to the date of the Closing.
12.2 Purchaser will indemnify and hold Seller harmless from and
against, and will reimburse Seller with respect to, any and all claims,
demands, causes of action, liens, loss, damage, liabilities, costs and expenses
(including reasonable attorneys fees and court costs) asserted against or
incurred by Seller by reason of or arising out of;
(a) the entry on or inspection of the Property prior to Closing
by Purchaser, its employees, agents or contractors.
(b) the ownership, maintenance and /or operation of the
Property on or after the date of Closing.
12.3 The provisions of this Article XII and any other indemnities
contained in this Agreement shall survive the Closing or the termination of
this Agreement.
ARTICLE XIII
Title Policies and Closing Costs
13.1 Purchaser and Seller shall each be responsible for other costs in
the usual and customary manner for this kind of transaction in Clark County,
Nevada.
ARTICLE XIV
Financial Consultant Commissions
14.1 Purchaser represents that it has dealt with no financial
consultant in connection with this transaction and shall indemnify and hold
Seller harmless from and against any and all claims for broker's commissions
made by any party if such party was engaged by Purchaser.
14.2 Purchaser is advised that Purchaser should have an abstract of
title examined by an attorney selected by Purchaser, or that Purchaser should
be furnished with or obtain a policy of title insurance covering the Land.
<PAGE>
ARTICLE XV
Survival
15.1 All of the indemnities and any other covenants of Seller or
Purchaser contained in this Agreement survive Closing.
ARTICLE XVI
Right of Assignment
16.1 Purchaser shall have the right to sell or assign this Agreement to
any person or entity, a corporation, or a partnership established by or
selected by Purchaser.
16.2 No assignment or sale of Purchaser's rights hereunder shall
relieve Purchaser of any of its obligations hereunder.
ARTICLE XVII
Miscellaneous
17.1 Notices. All notices, requests and other communications under
this Agreement shall be in writing and shall be delivered in person or sent by
certified mail, return receipt requested, addressed as follows:
If intended for Purchaser: If for Seller:
STM Communications CEC Industries
Corp.
4400 MacArthur Blvd. 23 Cactus Garden
Suite 635 Suite F-60
Newport Beach, CA 92660 Henderson NV
89014
or at such other address, and to the attention of such other person, as the
parties shall give notice as herein provided. All such notices, requests and
other communications shall be deemed to have been sufficiently given for all
purposes hereof on the earlier of actual receipt or two days after the date of
the mailing thereof. All notices, requests and other communications by a party
under this Agreement may be given by such party or by such party's counsel.
17.2 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
17.3 Captions. The captions in this Agreement are inserted for
convenience only and in now way define, describe, or limit the scope or intent
of this Agreement or any of the provisions hereof.
<PAGE>
17.4 binding Effect. Subject to Article XVII, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors,
and assigns.
17.5 Gender; Number. Unless the context otherwise requires, all
personal pronouns used in this Agreement shall include the other genders,
whether used in the masculine, feminine or neuter genders, and words in the
singular number shall include the plural and word in the plural shall include
the singular.
17.6 Attorneys' Fees. In the event of litigation between the parties
in connection with this Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees and costs from the non-prevailing party.
17.7 No Recordation. The execution by Seller and Purchaser of this
Agreement has not been acknowledged before a notary public or other officer
authorized to take acknowledgments, and neither this Agreement nor any
memorandum or affidavit hereof is to be filed for record. In the event that
purchaser records this Agreement or any memorandum or affidavit hereof,
seller shall have the right, as its option, to terminate this Agreement,
whereupon the Earnest Money shall be delivered to Seller as liquidated
damages for Purchaser's breach hereof and Seller and Purchaser shall be fully
and finally released here from.
17.8 Extension. Upon written request by purchaser, Seller shall
automatically consent to an extension of time for the closing of the
transaction contemplated herein of 30 business days beyond the time period
specified herein.
17.9 Offer. The execution of this Agreement by Seller and delivery of
the same to Purchaser constitutes an offer. Such offer shall be deemed void
and terminated if Purchaser does not execute this Agreement and return a
counterpart of the same, within five (5) days after the date of execution of
this Agreement by Seller; provided, however, that in the event Purchaser
delivers a fully executed counterpart hereof to the Seller after the expiration
of said five days, Seller shall have the option to accept and ratify this
Agreement by giving written notice thereof to Purchaser. The date of execution
of this Agreement with the Seller shall be deemed the "Date of this Agreement",
as such term is used in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement.
SELLER: CEC INDUSTRIES, CORP.
By: /s/Richard Cope
Name: Richard Cope Title: Pres.
Date: November 1, 1995
<PAGE>
PURCHASERS:
LANDMARK INTERNATIONAL, INC.
By: /s/W.J. Kettle
Name: W.J. Kettle Title: President
Date: 11/1/95
STM COMMUNICATIONS
By: /s/ W.J. Kettle
Name: W.J. Kettle Title: President
Date: 11/1/95
<PAGE>
EXHIBIT "A"
A.P.N. 170-350-041
That portion of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE
1/4) of Section 29, Township 21 South, Range 62 East, M.D.M., Clark
County, Nevada described as follows:
Beginning at the Southeast Corner of said Section 29; Thence North 00007'11"
West along the East line of said Southeast Quarter (SE 1/4), a distance of
556.91 feet to a point of a non-tangent curve on the Southerly right-of-way
line of Russell Road (100.00 feet wide);
Thence along said Southerly right-of-way the following Four (4) courses:
From a tangent bearing North 70o29'39" West, curving to the left along the arc
of a 2150.00 foot radius curve, concave Southerly, through a central angle of
10o30'18", an arc length of 394.20 feet;
Thence North 89o59'57" West, 69.92 feet;
Thence curving to the left along the arc of a 1150.00 foot radius curve,
concave Southeasterly, through a central angle of 29o38'19", an arc length of
594.89 feet;
Thence South 60o21'44" West, 359.54 feet to a point on the West line of the
Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of said Section
29;
Thence departing said Southerly right-of-way South 00o26'21" East along said
West line, 273.82 feet to the Southwest corner thereof;
Thence North 89o36'39" East along the South line of the Southeast Quarter
(SE 1/4) of the Southeast Quarter (SE 1/4) of said Section 29, a distance of
296.00 feet to the Southwest corner of Assessor's Parcel no. 170-350-057;
Thence along the Westerly, Northerly and Easterly boundary line of said
Assessor's Parcel No. 170-350-057, the following seven (7) courses:
North 28o51'24" East, 222.63 feet;
Thence North 34o23'21" West, 29.08 feet;
Thence North 51o36'39"East, 96.00 feet;
Thence South 83o23'21" East, 100.00 feet;
Thence South 02o26'53" East, 37.00 feet;
Thence South 44o23'21" East, 88.00 feet;
Thence South 00o23'53" East, 165.00 feet to a point on the South line of the
Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of said Section
29;
Thence North 89o36'39" East along said South line, 716.21 feet to the POINT
OF BEGINNING.
<PAGE>
EXHIBIT "A" CONTINUED
A.P.N. 170-350-082
That portion of the Southwest Quarter (SW 1/4) of the Southeast Quarter (SE
1/4) of Section 29, Township 21 South, Range 62 East, M.D.B. & M.,
described as follows:
BEGINNING at the Southeast corner of the Southwest Quarter (SW 1/4) of
the Southeast Quarter (SE 1/4) of said Section 29;
THENCE North 00026'12" West along the East line of the Southwest Quarter
(SW 1/4) of said Section 29 thereof 273.77 feet to a point on the Souther line
of Russell Road (100.00 feet wide) ;
THENCE South 60012'41" West along said Southerly line 256.00 feet to a
point of curvature of a curve concave to the Northwest, having a radius of
1250.00 feet and subtending a central angle of 21044'42";
THENCE to the right along said curve an arc distance of 474.40 feet to a point
on the South line of the Southwest Quarter (SW 1/4) of the Southeast Quarter
(SE 1/4) of said Section 29;
THENCE North 89016'45" East along said South line 671.10 feet to the
POINT OF BEGINNING.
<PAGE>
RELATED AGREEMENT
THIS RELATED AGREEMENT is entered into this 30th day of November,
1995, between LANDMARK INTERNATIONAL, INC. As Purchaser and
hereinafter identified as LMK and CEC INDUSTRIES CORP hereinafter
identified as CEC,
WHEREAS, the parties hereto have entered into that sale of the land known as
the mesa for a value of $5,200,000 and, the Seller is confident of the value of
the land at the above selling price and is confident that no negative
environmental issues exist or zoning restrictions exist which would negatively
impact upon the buyers to develop and use the land, and,
WHEREAS, there exists a certain indebtedness payable to Gene Cartwright
and his affiliates which must be renegotiated and/or extended and a second
indebtedness, to be renegotiated with the Mortgage Mart,
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. In the event that the above subject two indebted nesses can not be
renegotiated to new terms satisfactory to LMK withing six months from the
date hereof, then CEC agrees to cancel the sale and retake the land.
2. In the event that either zoning or environmental conditions were to be
discovered to exist which would preclude the useful development of the land,
then CEC agrees to cancel the sale and retake the land.
3. In the event that an acceptable appraisal showing the value of the land to
be $5,200,000 is not obtained, by Purchasers, the CEC would cancel the sale and
retake the land.
4. If the sale is canceled within six months of closing for any one of the
above reasons, then CEC shall return the stock accepted form LMK as part of the
above sale and retake the land.
5. If LMK is not successful in obtaining a NASDAQ listing, then CEC
SHALL KEEP THE STOCK AND LMK SHALL KEEP THE LAND, and
CEC is free to liquidate the stock in whatsoever manner consistent with
reasonable and prudent man rules as necessary or may elect to hold the stock.
AGREED, UNDERSTOOD AND ACCEPTED THIS DATE FIRST ABOVE
WRITTEN:
LANDMARK INTERNATIONAL, INC. CEC INDUSTRIES
CORP.
/s/William J. Kettle /s/Richard C. Cope
William J. Kettle, President Richard C. Cope, President
<PAGE>
AGREEMENT TO ASSUME TWO NOTE OBLIGATIONS
SECURED BY TWO EXISTING DEEDS OF TRUST
This Agreement to Assume is entered into this 30th day of November 1995,
between Landmark International, Inc., a Nevada corporation with STM
Communications, Inc., its wholly owned California subsidiary, hereinafter
collectively called "Owners" and CEC Industries Corp., a Nevada corporation
hereinafter "Sellers",
WHEREAS, the Sellers have sold to the Owners that certain land identified in
Exhibit A attached hereto and made a part hereof, which land is presently
encumbered by those certain two notes and deeds of trust identified as Exhibit
B ($2,097,292) and Exhibit C ($153,442) each being attached hereto and made
a part hereof by reference thereto; and,
WHEREAS, as a condition to that sale and transfer and as partial
consideration therefore, Sellers required Owners to assume payment for the
indebtedness identified in Exhibits B & C and to release Sellers and indemnify
them from any future demand for payments by the respective mortgagees,
National Investment Corp., et al, (Exhibit B) and The Mortgage Mart (Exhibit
C).
NOW THEREFORE, FOR $10 AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH
IS ACKNOWLEDGED AND ACCEPTED THE PARTIES HERETO
AGREE AS FOLLOWS:
1. Owners assume hereby responsibility for payment of all sums due and
payable to mortgagees regarding that certain notes identified in Exhibits B &
C and further assume all responsibilities in place of Sellers to make monthly
payments and perform under the terms and conditions of those certain Deeds
of Trust and Assignments of Rents identified as contained in Exhibits B&C
and attached hereto and made a part hereof. Owners shall save and hold
harmless Sellers from all claims thereunder.
2. Owners acknowledge that this ASSUMPTION OF EXISTING DEBT is in
addition to and as additional consideration for that certain sale of the land
to Owners by Sellers which parcel of land is presently encumbered by the
hereinabove described indebtedness.
AGREED AND ACCEPTED THE DATE FIRST ABOVE WRITTEN:
OWNERS: SELLERS:
LANDMARK INTERNATIONAL, INC. CEC INDUSTRIES CORP.
/s/William J. Kettle /s/Richard C. Cope
WIlliam J. Kettle, President Richard C. Cope, President
STM COMMUNICATIONS, INC.
/s/William J. Kettle
WIlliam J. Kettle, President
OWNERS: SELLERS:
LANDMARK INTERNATIONAL, INC. CEC INDUSTRIES
CORP.
/s/William J. Kettle /s/Richard C.
Cope
William J. Kettle, President Richard C. Cope,
President
STM COMMUNICATIONS, INC.
/s/William J. Kettle
William J. Kettle, President
<PAGE>
