U.S. 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
October 30, 1998
Date of Report (Date of earliest event reported)
Commission file number 0-18865
AMERICAN RESOURCES AND DEVELOPMENT COMPANY
------------------------------------------
(Name of Small Business Issuer in Its Charter)
Utah 87-0401400
---- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3855 S. 500 W., Salt Lake City, Utah 84115
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(801)363-8961
-------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant. Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On October 8, 1998, American Resources and Development Company
("the Company"), formed a strategic U.S. Polo Association
licensing relationship with Jordache Enterprises, Inc.
("Jordache"). Under this relationship, a new company, U.S.
Polo Association, Ltd. was formed in which Jordache, through a
subsidiary, and the Company, each have a 50% ownership. For
their ownership in the new company, Jordache contributed
$900,000 and the Company contributed its master license rights
to the U.S. Polo Association name. U.S. Polo Association, Ltd.
is now the owner of the U.S. Polo Association master license
for the United States and Canada. The Company's wholly owned
subsidiary, U.S.P.A. Premier, continues to produce and sell
U.S. Polo Association T-shirts and Sweatshirts.
Item 3 Bankruptcy Receivership. Not Applicable
Item 4. Change in Registrant's Certified Accountant. Not Applicable.
Item 5. Other Events.
On October 8, 1998 the Company entered into a loan with
Jordache for $1,000,000. Under the terms of the promissory
note, $250,000 in principal is paid annually from the date of
the note with interest paid quarterly at the prime rate as
defined by the Wall Street Journal, plus one percent. The loan
is secured by the Company's stock in U.S.
Polo Association, Ltd.
Item 6. Resignation of Registrant's Directors. Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits
Exhibit 10.32 U.S. Polo Association, Ltd. Shareholders'
Agreement
Exhibit 10.33 Promissory Note to Jordache Enterprises
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
<PAGE>
Signature Title Date
--------- ----- ----
/s/ B. Willes Papenfuss President, Chief Executive October 30, 1998
- ------------------------- Officer and Director ----------------
B. Willes Papenfuss (Principal Executive
Officer)
/s/ Timothy M. Papenfuss Secretary / Treasurer and October 30, 1998
- -------------------------- Director (Chief Financial ----------------
Timothy M. Papenfuss Officer, Chief Accounting
Officer and Controller)
U.S. POLO ASSOCIATION, LTD
SHAREHOLDERS' AGREEMENT
AGREEMENT, effective the day of October, 1998, by and among Iron Will
Group Ltd., a British Virgin Island Corporation, with an address c/o Jordache
Enterprises, Inc., 1411 Broadway, New York, NY ( "Iron Will" ), and American
Resources and Development Company, a Utah corporation, with an address at 3855
S. 500 West, Suite R, Salt Lake City, UT 84115 ("Ardco1l) (each a Shareholder,
and collectively, the "Shareholders1l) and U.S. Polo Association, Ltd., a
British Virgin Island Corporation (the "Corporation"). WHEREAS, each Shareholder
is the record and beneficial owner of fifty percent (50%) of the Corporation's
issued and outstanding stock (each an "Ownership Interest1l)i and WHEREAS, the
Shareholders consider it to be in their best interest to discourage each other
from engaging in a Transfer Event, as hereinafter defined, and to ensure
continuity of management.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows.
<PAGE>
1. Transfer of an Ownership Interest.
(a) Limitation of Transfer.
No Shareholder may, directly or indirectly, sell, assign,
mortgage, hypothecate, transfer, pledge, create a security interest in or lien
upon, encumber, gift, place in trust, or otherwise voluntarily or involuntarily
dispose of its Ownership Interest (collectively, a "Transfer Event1l) in the
Corporation except in accordance with the terms of this Agreement, and as
required by the terms of the loan being extended by Jordache Enterprises, Inc.
to Ardco as of this date.
(b) Effect of Certain Transfers.
No actual or purported transfer or encumbrance of any Ownership
Interest or interest therein, whether voluntary or involuntary, not in
accordance with the provisions of this Agreement, shall be valid or effective to
grant to the transferee of, or claimant with respect to, such interest any right
(including, without limitation, any right to cause the registration of such
interest in his name or on his behalf on the books of the Corporation, to
receive any distributions or to vote), title or interest in or to such Ownership
Interest (all such right, title and interest being hereinafter referred to as
"Ownership Rights"). Any purported transferor of any Ownership Interest shall
not be entitled to, and I specifically waives, its Ownership Rights from the
date of such purported transfer or encumbrance until such transaction shall be
rescinded.
(c) Issuance of Shares.
The Corporation shall not issue any Shares or any options, warrants
or rights to purchase or acquire any Shares or other securities convertible or
exchangeable for any Shares, without the prior written consent of all of the
directors and Shareholders.
(d) Corporate Transactions.
The Corporation shall not redeem, purchase, reclassify, recapitalize or
otherwise acquire for any consideration any Shares other than pursuant to
Section 2, without the written consent of all Shareholders.
2. Shareholder Transactions. If either Shareholder (the "Selling
Shareholder") shall wish to sell all, but not less than all, of the Ownership
Interest in the Corporation owned by it then, in such event, the Selling
Shareholder may do so only after strictly complying with the following
provisions: (a) The Selling Shareholder shall offer (the "Offer") to sell to
the Corporation and to the other Shareholder (the "Non-selling Shareholder")
all (but not less than all) of the Ownership Interest (i) at a purchase price
(the "Purchase Price") determined pursuant to section (b) immediately below.
The payment II terms shall be twenty (20%) percent in cash at Closing with the
balance payable pursuant to the promissory note terms described in Section 3
hereof (collectively, the "Buyout Terms")
(b) The value of the Corporation shall be determined pursuant to
the following formula:
Ownership percentage in the
Corporation
[(i) Book value plus (ii)5 times
(three times net pre-tax income for
the fiscal year preceding the year
of the Offer plus two times the net
pre-tax income for the second
fiscal year preceding the year of
the Offer plus the net pre-tax
income for the third fiscal year
preceding the year of the Offer,
with the total divided by six), but
the aggregate of (i) and (ii) shall
not be less than book value]. If
the Corporation shall be in
existence less than three fiscal
years prior to the year in which
the Offer is made, the formula
shall be adjusted to adapt to such
fact.
Book value and net pre-tax income shall conclusively be those amounts reported
on the Corporation's Financial Statements for the specific fiscal year involved.
(c) The Corporation and the Non-selling Shareholder shall thereupon
have the right and option for a period of 60 days after the receipt of the Offer
(the "Aceeptance Period"), either (i) to accept the offer to purchase all (but
not less than all) of the Ownership Interest on the Buyout Terms by delivering a
written notice ("Notice of Acceptance") to the Selling Shareholder within the
Acceptance Period or (ii) to reject the Offer. The Corporation shall have the
first option to exercise the rights to purchase. If the Corporation elects to
purchase less than all of the Subject Ownership Interest or declines to purchase
any of the Subject Ownership Interest, the Non-selling Shareholder shall have
the option to purchase the shares of the Selling Shareholder not acquired by the
Corporation.
(d) If effective acceptance shall have been given, closing shall
take place, within 30 days after the delivery of the Notice of Acceptance, at
the offices of Jordache Enterprises, Inc., 1411 Broadway, New York, New York, or
such other place mutually agreed upon by the parties (the "Closing1l).
(e) If effective acceptance shall not have been given by the
Corporation and/or the Non-selling Shareholder by the delivery of a Notice of
Acceptance within the Acceptance Period, as aforesaid, then the Selling
Shareholder may sell the Ownership Interest at a price not less than the
Purchase Price, and on terms not materially more favorable to the purchaser than
the Buyout Terms, at any time within sixty (60) days (the "Option Period") after
the expiration of the Acceptance Period.
(f) If the Selling Shareholder shall fail to sell the Ownership
Interest as contemplated above within the Option Period, then the Ownership
Interest may not be sold and the provisions of this Agreement shall continue to
apply as if no Offer had been given.
(g) Any transferee of any Ownership Interest shall hold such
Ownership Interest subject to the terms of this Agreement, and thereafter shall
be referred to as one of the Shareholders as that term is used in this
Agreement. Such transferee shall not have any rights, by virtue of his or her
ownership of a Ownership Interest to be employed by the Corporation or to
receive any compensation or benefits from the Corporation of any kind or nature
whatsoever other than to share proportionately in distributions made by the
Corporation, if any.
3. Promissory Note Terms.
Any promissory note issued by a Shareholder or the Corporation
pursuant to Section 2 hereof is hereinafter referred to as a "Promissory Note"
and the person making such Promissory Note is hereinafter referred to as the
"Maker". Each Promissory Note shall be payable in: (i) 120 equal monthly
installments ( such installments being herein referred to as "Installments") of
principal, plus (ii) interest in an amount sufficient to pay all interest at the
prime rate as declared from time to time by Citibank, N .A. ( the "Prime Rate" )
in effect when the Installment is due. Each Installment shall be applied first
to the payment of interest and then to the reduction of principal. Any unpaid
interest will be added to the outstanding principal balance of the Promissory
Note and interest shall accrue thereon at the rate provided for in the
Promissory Note. Such Promissory Note shall provide for the acceleration of
payments thereunder upon a default in the payment of principal or interest
thereon, the voluntary or involuntary bankruptcy of the Maker or a default under
any other material indebtedness of the Maker. Each Promissory Note may be
prepaid by, and at the election of, the Maker at any time without premium or
penalty, but with interest through the date of such prepayment. The Promissory
Note shall be secured by the Ownership Interest, the acquisition of which
generated production of the Promissory Note.
4. Management.
Each Shareholder agrees to vote his or her shares: (a) to cause the
By-laws of the Corporation to provide for four (4) directors (b) to cause Ralph
Nakash ("Ralph") and Joseph Nakash ("Joe") to be elected at all times as
directors of the Corporation and to cause Robert Mintz ("Robert") and Will
Papenfuss ("Will"), to be elected at all times as directors of the Corporation
and (c) to cause Joe at all times to be elected as Chairman of the Board, Ralph
to be elected at all times as secretary, Robert Mintz to be elected at all times
as president, and Will Pappenfuss to be elected at all times as vice president
of the Corporation.
Within 120 days after the execution of this Agreement, each of Iron
Will and Ardco shall file in writing with the Corporation the name and address
of the person(s) that it has selected to be its designee(s) in the event of the
death, resignation or removal as officer and/or director of Joe or Ralph as to
Iron Will or Robert and Will as to Ardco. Each designating party shall have the
right to change its designee at any time.
5. Eguitable Relief.
The parties hereto agree and acknowledge that a breach of the
provisions of this Agreement could not be adequately compensated by money
damages. Accordingly, each party hereto shall be entitled, in addition to any
other right or remedy available to it, to an injunction restraining such breach
or any threatened breach to a specific performance of any such provision of this
Agreement, and in either case, no bond or other security shall be required in
connection therewith, and the parties hereto hereby consent to such injunction
and the ordering of specific performance.
6. Term.
This Agreement shall be effective for and have a term of twenty
(20) years from the date written at the head of this Agreement.
7. Arbitration.
(a) Forum. Any dispute arising out of or relating to this Agreement
or the breach, termination or invalidity thereof, shall be finally settled
by arbitration conducted in New York City in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. Judgment upon
the award rendered may be entered in any court having jurisdiction thereof.
(b) Costs and Exl2enses. The successful party (as determined by the
arbitral tribunal) shall be entitled to recover interest from the date of
any breach and reimbursement of costs and expenses of the arbitration,
including reasonable attorneys' fees incurred in connection therewith.
8. Miscellaneous.
(a) Notices: Any and all notices, designations, consents, offers,
acceptances, or any other communication provided for herein shall be made
by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopies, or overnight air courier guaranteeing next
day delivery to the intended recipient:
To Iron Will Group Ltd. c/o Jordache Enterprises, Inc.
1411 Broadway
New York, NY 10018
With a copy to: Howard W. Muchnick, Esq.
Muchnick, Golieb & Golieb, P.C.
630 Fifth Avenue - Suite 1425
New York, New York 10111
To American Resources and Development Company:
3855 S. 500 West, Suite R
Salt Lake City, UT 84115
with a copy to:
Except as otherwise provided in this Agreement, each such notice shall
be deemed given at the time delivered by hand, if personally delivered five (5)
business days after being deposited in the mail, postage prepaid, if mailed
when answered back, if telexed when receipt acknowledged, if telecopied and
the next business day after timely deliver to the courier, if sent by overnight
air courier guaranteeing next day delivery.
(b) Entire Agreement; Amendment. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior negotiations, representations and
agreements. No change or modification of this Agreement shall be valid,
binding or enforceable as against any Shareholder unless the same shall be
in writing and signed by all of the directors and by shareholders owning at
least two thirds (2/3) of the Corporation's issued and outstanding shares.
(c) Waiver. No failure or delay on the part of any Shareholder in
exercising any right, power or privilege hereunder, and no course of
dealing between an Entity and the Shareholders or either of them shall
operate as a waiver thereof nor shall any single or partial exercise of any
right, power or privilege hereunder preclude the simultaneous or later
exercise of any other right, power or privilege. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights
and remedies that the Shareholders or either of them would otherwise have.
No notice to or demand on any Entity in any case shall entitle such Entity
to any other further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Shareholders or any of them to
take any other of further action in any circumstances without notice or
demand. (d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
SECURED PROMISSORY NOTE
THIS PROMISSORY NOTE (the "Note") is made as of the 8th day of October,
1998, by and between American Resources and Development Company, a Utah
corporation whose address is 3855 South 500 West, Suite # R, Salt Lake City,
Utah 84115 (hereinafter referred to as "Borrower") and Jordache Enterprises,
Inc., (hereinafter referred to as "Lender"), whose address is 1411 Broadway,
33rd floor, New York, NY 10018.
RECITALS
For value received the undersigned, American Resources and Development
Company, promises to pay to the order of the Lender, Jordache Enterprises, Inc.
at the aforementioned address, or such other place that me be designated in
writing, by the Holder of this Note, the principal sum of ONE MILLION DOLLARS
($1,000,000.00 U.S.) with interest as set forth herein.
AGREEMENT
SECTION 1: LOAN TERMS
1.1 Note Advances Lender agrees to loan (the "Loan") to Borrower the
sum of One Million and no/100 Dollars ($1,000,000 U.S.) and Borrower promises to
repay, according to the following schedule:
Date of Advance Amount of Advance
October 8, 1998 $1,000,000
Note Term
The Note shall have a term of four (4) years, commencing October 8,
1998 and shall mature and become due on October 8, 2002.
1.3 Interest and Payment Considerations Interest shall accrue on all
sums outstanding at an annual rate equal to the prime rate as published by the
wall street journal from time to time plus one percent (1%). Interest shall be
paid to Lender, quarterly, on January 8, April 8, July 8 and October 8 until all
sums outstanding are paid in full, Borrower shall make payments of principal in
the amount of $250,000 in principal on October 8, 1999, October 8, 2000, October
8, 2001 and October 8, 2002. All payments received under this Note shall be made
in the form of lawful money of the United States of America. This Note may be
prepaid by Borrower, in whole or in part, without premium or penalty. All
prepayments shall first be applied to accrued interest and then to the unpaid
principal balance hereof.
1.4 Borrower's Pledge The advance of money pursuant to this Note shall
be secured by a stock pledge agreement (the "Stock Pledge") between Borrower and
Lender dated as of the date hereof pursuant to which pledges to Lender its
shares of stock in U.S. Polo Association, Ltd. U.S. Polo Association, Ltd., owns
the. rights, title and interest in the master license rights to the U.S. Polo
Association trademarks as evidenced by the Master License Agreement, dated
February 14, 1997, between Quade, Inc. and USPA Properties, Inc. This Master
License Agreement was transferred to U.S. Polo Association, Ltd., on October 8,
1998. This stock pledge is documented in Exhibit A to this Note.
SECTION 2: DEFAULT AND LENDER'S RIGHTS
Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due; (b) Borrower breaks any promise
Borrower has made to Lender hereunder, or the Stock Pledge or otherwise defaults
under any term or provision of this Note or the Stock Pledge; or Borrower fails
to perform promptly at the time and strictly in the manner provided in this Note
or the Stock Pledge; (c) any representation or statement made or furnished to
Lender by Borrower or on Borrower's behalf is false or misleading in any
material respect; (d) Borrower becomes insolvent, a receiver is appointed for
any part of Borrower's property, Borrower makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Borrower or against Borrower
under any bankruptcy or insolvency laws; or (0 any creditor tries to take any of
Borrower's property on or in which Lender has a lien or security interest.
In the event of default, Lender may, at its option, take any or all of
the following actions: (a) declare the entire unpaid principal balance due under
this Note, together with all accrued unpaid interest, fees and costs thereon,
immediately due and payable, without notice; (b) declare any other indebtedness
owed from Borrower to Lender immediately due and payable, without notice;
Further, the Lender may hire or pay someone else to help collect this Note if
Borrower does not pay, which sums Borrower will reimburse to Lender. Such
reimbursable sums include, subject only to any limits under applicable law,
Lender's reasonable attorneys' fees and legal expenses whether or not there is a
lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or
injunction), appeals, and any anticipated post-judgment collection services.
Lender may also take any other actions allowed by law or under this Note and the
other Notes relating to the indebtedness or the Stock Pledge.
The Borrower further agrees to pay interest on any amount of principal
of interest which is not paid when due whether at maturity or otherwise until
all amounts due and owing under this Note and the Stock Pledge are paid in
full, payable on demand, at a rate per month equal at all times equal to 2% of
such amounts due and owing; provided however, that in no event shall the Late
Charges payable hereunder exceed the maximum rate permitted by applicable law.
If from any circumstances whatsoever, fulfillment of any provision of this Note,
the Stock Pledge or any other document executed in connection with the loan
evidenced by this Note at the time performance of such provision shall be due,
shall involve a transcending of the limit of validity prescribed by law which a
court competent jurisdiction may deem applicable hereto, then ipso facto, the
interest rate shall be reduced to the limit of such validity and if, from any
circumstances whatsoever, the Lender shall ever receive as interest an amount
which would exceed the highest lawful rate, the receipt of such excesses shall
be credited against the principal balance due on this Note and any other
obligations of the Borrower to which the same may lawfully be credited, and any
portion of such excess not capable of being so credited shall be related to the
Borrower.
The Borrower hereby waives presentment for payment, notice of dishonor,
protest and notice of protest. If the Borrower consists of more than one person
or party, the obligations and liabilities of each such person or party shall be
joint and several.
SECTION 3: AFFIRMATlVE COVENANTS
Borrower covenants that so long as Borrower is indebted to Lender,
Borrower will:
3.1 Perform each and every covenant contained in this Note and
other loan documents in any way relating to this Note.
3.2 Promptly inform Lender of any litigation, or of any claim or
controversy which might become the subject of litigation against Borrower.
3.3 Promptly furnish to Lender, at Lender's request, financial
information concerning the assets, liabilities, operations and transactions
of Borrower as Lender may from time to time reasonably request.
3.4 Preserve and maintain all licenses, privileges, franchises,
certificates and the like necessary for the operation of Borrower's
business, including, but not limited to the license granted pursuant to the
Master License Agreement.
SECTION 4: SURVIVAL
The representations, warranties, covenants, Note and indemnities
included or provided for in this Note, or in any exhibit, document, certificate
or other instrument delivered pursuant to this Note, shall survive the delivery
of any instrument or document to be delivered under this Note.
SECTION 5: NOTICES
All notices, consents, waivers and other communications under this Note
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by telecopier (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent
by a nationally recognized overnight delivery service (receipt requested), in
each case to the appropriate addresses and telecopier numbers set forth below (
or to such other addresses and telecopier numbers as a party may designate by
notice to the other parties):
IF TO BORROWER:
American Resources and Development Company
3855 South 500 West, No. R
Salt Lake City, Utah 84115
ATTN.: Tim Papenfuss
Facsimile No. 801-288-9210
IF TO LENDER:
Jordache Enterprises, Inc.,
1411 Broadway 33rd Floor
New York, New York, NY 10018
ATTENTION: Robert A. Spiegelman, Esq.
Facsimile No. 212-714-6808
SECTION 6: AMENDMENTS
This Note may not be altered or amended, nor any rights hereunder be
waived, except by an instrument in writing executed by both parties hereto. No
waiver of any term, provision or condition of this Note, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, provision or condition or as a waiver or any other
term, provision or condition of this Note.
SECTION 7: HEADINGS
The headings of the sections of this Note are for guidance and
convenience of reference only and shall not limit or otherwise affect any of the
terms or provisions of this Note.
SECTION 8: GOVERNING LAW
This Note and the transaction described herein shall be construed
exclusively in accordance with, and governed by, the substantive laws of the
State of New York. Both parties agree that any action to enforce this Note must
be brought within the State of New York and both parties consent to jurisdiction
and venue in the County of New York and the State of New York.
SECTION 9: COSTS AND LEGAL FEES
If any party is required to take any action to enforce its rights under
this Note as a result of a breach of another party, whether or not a suit or
other legal action is initiated, the breaching party shall reimburse and pay the
non-breaching party promptly upon demand all fees and costs incurred by the
non-breaching party in connection with such action, including, without
limitation, reasonable attorneys' fees and court costs.
SECTION 10: SEVERABILITY
Any provision of this Note that is prohibited or unenforceable in any
jurisdiction shall be ineffective in such jurisdiction only to the extent of
such prohibition or unenforceability without affecting the remaining provisions
of this Note.
SECTION 11: PARTIES IN INTEREST
This Note shall be binding upon, and shall inure to the benefit of, the
parties hereto and, except as otherwise prohibited, their respective successors
and assigns. Nothing contained in this Note, express or implied, is intended to
confer upon any other person or entity any benefits, rights or remedies.
SECTION 12: ENTIRE AGREEMENT
This note constitutes the final understanding between the lender and
the borrower and may not be contradicted by evidence of any alleged oral
agreements.
SECTION 13: ASIGNMENT
Borrower may not assign this Note to any party without Lender's prior
written consent, which consent may be withheld for any or no reason. Any
purported assignment by Borrower shall be deemed null and void and of no force
or effect. Lender may assign this Note without the Consent of Borrower.
IN WITNESS WHEREOF, this Note has been duly executed as of the day and
year first above written.
LENDER
/s/ Robert Spiegleman
BORROWER
/s/ Robert Mintz
Vice President
CORPORATE ACKNOWLEDGEMENT
STATE OF NEW YORK
COUNTY OF NEW YORK
On the 8th day of October, 1998, before me personally came ROBERT MINTZ, to me
known, who, being by me duly sworn, did depose and say that he resides at 1384
Broadway, New York, NY, that he President of AMERICAN RESOURCES AND DEVELOPMENT
COMPANY, the corporation described herein, and which executed the foregoing
instrument; that he signed his name thereto by order of the board of directors
of said corporation.
Sworn to before me this
8th day of October 1998
/s/ Valerie Hansen
Notary Public
VALERIE HANSEN
NOTARY PUBLIC, State of New York
No. 43803669
Qualified in Richmond & N. Y. Counties
Commission Expires Dec. 31, 1998
<PAGE>
CORPORATE ACKNOWLEDGEMENT
STATE OF NEW YORK
COUNTY OF NEW YORK
On the 8th day of October, 1998, before me personally came ROBERT A.
SPIEGELMAN, ESQ., to me known, who, being by me duly sworn, did depose and say
that he resides at 1411 Broadway, New York, NY, that he Assistant Secretary of
JORDACHE ENTERPRISES, INC. the corporation described herein, and which executed
the foregoing instrument; that he signed his name thereto by order of the board
of directors of said corporation.
Sworn to before me this
8th day of October 1998
/s/ Valerie Harper
Notary Public
VALERIE HANSEN
NOTARY PUBLIC, State of New York
No. 43803569
Qualified in Richmond & N. Y. Counties
Commission Expires Dec. 31, 1999
