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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Media Arts Group, Inc.
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
58439 C 10 2
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(CUSIP NUMBER)
Sue Edstrom, 521 Charcot Ave, San Jose, California 95131 (408) 922-1577
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 4, 1997
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 58439 C 10 2 Page 2 of 7 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas Kinkade
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 3,287,543
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(10) SHARED DISPOSITIVE POWER
3,287,543
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,287,543
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 58439 C 10 2 Page 3 of 7 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nanette Kinkade
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 3,287,543
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(10) SHARED DISPOSITIVE POWER
3,287,543
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,287,543
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 1 to Schedule 13D is being filed on behalf of the undersigned
reporting persons to amend the Schedule 13D filed on November 15, 1995 (the
"Schedule 13D" ( and pursuant to Rule 101(a)(2)(ii) of regulation S-T, restates
the Schedule 13D in its entirety)), relating to the common stock, par value
$0.01 per share of Media Arts Group, Inc., a Delaware corporation.
ITEM 1: SECURITY AND ISSUER
This statement relates to shares of Common Stock par value of
$0.01 per share, of Media Arts Group, Inc., a Delaware
Corporation (the "Issuer"). The address of Issuer's
principal executive offices is 521 Charcot Avenue, San Jose,
California 95131.
ITEM 2: IDENTITY AND BACKGROUND
(a) The names of the persons filing are Thomas Kinkade and Nanette
Kinkade (collectively, the "Reporting Persons").
(b) The address if the principal business office of each Reporting
Person is 521 Charcot Ave. San Jose, California 95131.
(c) Thomas Kinkade is the Art Director and a Board Member of the
Issuer. Nanette Kinkade is a homemaker and the spouse of
Thomas Kinkade.
(d) Neither Reporting Person has been convicted in any criminal
proceedings during the past five years.
(e) Neither Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction during the past five years.
(f) Thomas Kinkade and Nanette Kinkade are United States Citizens.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Since filing the Schedule 13D on November 15, 1995, on March
4, 1997, in consideration for receipt of the 24,500 shares of
the Issuer's Common Stock from Robert Wallace, Thomas Kinkade
deemed satisfied and canceled a promissory note held
beneficially by him issued by Robert Wallace on January 3,
1993, in original aggregate principal amount of $134,750
bearing interest at a rate of 6% per annum. Thomas Kinkade
and Nanette Kinkade jointly hold record title and beneficial
ownership to such 24,500 shares.
ITEM 4: PURPOSE OF TRANSACTION
The transactions described in Item 3 were consummated for
investment purposes. The terms and provisions of the Stock
Transfer Agreement effecting the transactions described
therein (a copy of which is attached as Exhibit 2 hereto)
are hereby incorporated by reference into this Item 4.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of Common Stock beneficially,
directly or indirectly, jointly owned by Thomas Kinkade and
Nanette Kinkade is 3,287,543, which represents 25.8% of the
shares of Issuer's Common Stock outstanding.
(b) Neither Thomas Kinkade nor Nanette Kinkade has any shares as
to which he or she has sole power to vote or to direct the
vote of such shares.
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Thomas Kinkade and Nanette Kinkade have 3,287,543 shares as to
which they have shared voting power to vote or to direct the
vote of such shares.
Neither Thomas Kinkade nor Nanette Kinkade has any shares to
which he or she has sole power to dispose or to direct the
disposition of such shares.
Thomas Kinkade and Nanette Kinkade have 3,287,543 shares as to
which they have shared power to dispose or to direct the
disposition of such shares.
(c) Except as set forth in Items 4 and 5, to the best knowledge
of each of the Reporting Persons, within the past 60 days,
none of the Reporting Persons has engaged in any transaction
of the Issuer's Common Stock.
(d) Not applicable
(e) Not applicable
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in Item 3, Item 4 and Item 5 above
and the Stock Transfer Agreement (a copy of which is attached
as Exhibit 2 hereto) are incorporated by reference into this
Item 6. Thomas Kinkade and Nanette Kinkade are married and
residents of the State of California, which is a community
property state.
ITEM 7: MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement dated March 5, 1997
by and between Thomas Kinkade and Nanette Kinkade.
Exhibit 2. Stock Transfer Agreement entered into as of
March 4, 1997 by and among Robert Wallace, Kenneth E.
Raasch and Thomas Kinkade
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After reasonable inquiry and to the best of our knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
March 5, 1997
/s/ Thomas Kinkade
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Thomas Kinkade
/s/ Nanette Kinkade
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Nanette Kinkade
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EXHIBIT INDEX
Exhibit
No. Document
1 Joint Filing Agreement dated March 5, 1997
by and between Thomas Kinkade and Nanette
Kinkade
2 Stock Transfer Agreement entered into as of
March 4, 1997 by and among Robert Wallace,
Kenneth E. Raasch and Thomas Kinkade
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13s-1(f) of the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each
of them a Statement on Schedule 13D (including any and all amendments thereto)
with respect to the Common Stock of Media Arts Group, Inc. and further agree
that this Agreement shall be included as an Exhibit to such joint filing.
The undersigned further agrees that each party hereto is responsible
for timely filing of such Statement on Schedule 13D and any amendments thereto,
and for the completeness and accuracy of the information concerning such party
contained therein, provided that no party is responsible for the completeness
and accuracy of the information concerning the other party, unless such party
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement this 5th day of March, 1997.
/s/ Thomas Kinkade
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Thomas Kinkade
/s/ Nanette Kinkade
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Nanette Kinkade
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Exhibit 2
STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (the "Agreement") is entered into as of
March 4, 1997 by and among Robert Wallace ("Wallace"), Kenneth E. Raasch
("Raasch") and Thomas Kinkade ("Kinkade" and, together with Raasch, the
"Transferees").
RECITALS
A. WHEREAS, Wallace desires to transfer to Raasch 24,500 shares of
common stock, $.01 par value (the "Raasch Shares"), of Media Arts Group, Inc., a
Delaware corporation (the "Company") beneficially held by him.
B. WHEREAS, Raasch beneficially holds a promissory note issued by
Wallace on January 3, 1993, in aggregate principal amount of $134,750 bearing
interest at a rate of 6% per annum (the "Raasch Note") which, in consideration
for receipt of the Raasch Shares, Raasch desires to cancel, as more fully
provided herein.
C. WHEREAS, Wallace desires to transfer to Kinkade 24,500 shares of
common stock, $.01 par value (the "Kinkade Shares" and, together with the Raasch
Shares, the "Shares"), of the Company beneficially held by him.
D. WHEREAS, Kinkade beneficially holds a promissory note issued by
Wallace on January 3, 1993, in aggregate principal amount of $134,750 bearing
interest at a rate of 6% per annum (the "Kinkade Note") which, in consideration
for receipt of the Kinkade Shares, Kinkade desires to cancel, as more fully
provided herein.
AGREEMENT
NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual agreements contained herein and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Transfer of Raasch Shares. Effective as of the date hereof,
Wallace hereby conveys, transfers, assigns and delivers to Raasch, and Raasch
hereby acquires, the Raasch Shares, free and clear of all Encumbrances (as
defined in Section 5.2(a) below).
2. Cancellation of Raasch Note. The parties hereto agree that,
effective as of the date hereof, Wallace's obligations with respect to the
$134,750 aggregate principal amount of the Raasch Note, including all interest
accrued thereon, are hereby terminated, and the Raasch Note is hereby canceled
and rendered void and of no further force or effect. In connection with the
foregoing, Raasch hereby waives the 10 days' advance written notice of
prepayment described in subsection 2(a) of the Raasch Note.
3. Transfer of Kinkade Shares. Effective as of the date
hereof, Wallace hereby conveys, transfers, assigns and delivers to Kinkade, and
Kinkade hereby acquires, the Kinkade Shares, free and clear of all Encumbrances
(as defined in Section 5.2(a) below).
4. Cancellation of Kinkade Note. The parties hereto agree that,
effective as of the date hereof, Wallace's obligations with respect to the
$134,750 aggregate principal amount of the Kinkade
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Note, including all interest accrued thereon, are hereby terminated, and the
Kinkade Note is hereby canceled and rendered void and of no further force or
effect. In connection with the foregoing, Kinkade hereby waives the 10 days'
advance written notice of prepayment described in subsection 2(a) of the Kinkade
Note.
5. Closing:
5.1 Closing. The closing of the transactions contemplated
herein (the "Closing") shall be held concurrently upon execution of this
Agreement at the offices of Latham & Watkins, 505 Montgomery Street, Suite 1900,
San Francisco, California.
5.2 Documents to be Delivered. To effect the transfers
described in Sections 1 and 3 and the cancellation of the Raasch Note and
Kinkade Note described in Sections 2 and 4, respectively, the parties hereto
shall, concurrently upon execution of this Agreement deliver the following:
(a) Wallace shall surrender to the Company his
stock certificate evidencing the Shares, free and clear of any claim, lien,
pledge, option, charge, easement, security interest, right-of-way, encumbrance
or other rights of third parties ("Encumbrances"), accompanied by stock powers
duly executed in blank, and Wallace shall instruct the Company to issue to
Raasch a stock certificate evidencing the Raasch Shares, free and clear of any
Encumbrance whatsoever.
(b) Raasch shall deliver to Wallace his
original execution copy of the Raasch Note, in canceled form, as acknowledgment
of the cancellation of the Raasch Note and the satisfaction in full of Wallace's
obligations thereunder.
(c) Kinkade shall deliver to Wallace his
original execution copy of the Kinkade Note, in canceled form, as acknowledgment
of the cancellation of the Kinkade Note and the satisfaction in full of
Wallace's obligations thereunder.
(d) All instruments and documents executed and
delivered pursuant hereto shall be in a form and substance, and shall be
executed in a manner, reasonably satisfactory to each party hereto.
6. Representations, Warranties, Covenants, and
Acknowledgments of Transferees. Each of the Transferees, severally and not
jointly, hereby represents, warrants, covenants, acknowledges and agrees that:
6.1 Investment. He is acquiring the Shares transferred to him
hereunder for his own account, and not for the account of any other person. He
is acquiring the Shares transferred to him hereunder for investment and not with
a view to distribution or resale thereof except in compliance with applicable
laws regulating securities.
6.2 Relation of Company. He is in a capacity such that he has
become personally familiar with the business, affairs, financial condition, and
results of operations of the Company.
6.3 Access to Information. He has had the opportunity to ask
questions of, and to receive answers from, appropriate executive officers of the
Company with respect to the terms and conditions of the transactions
contemplated hereby and with respect to the business, affairs, financial
condition, and results of operations of the Company. He has had access to such
financial and other
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information as is necessary in order for him to make a fully-informed decision
as to investment in the Company by way of acquisition of the Shares transferred
to him hereunder, and has had the opportunity to obtain any additional
information necessary to verify any of such information.
6.4 Business Experience. As a result of his relationship with
the Company, study of the information provided by the Company and his general
business experience and experience in financial matters, he is capable of
evaluating the merits and risks of his investment in the Company evidenced by
the acquisition of the Shares transferred to him hereunder.
6.5 Speculative Investment. His investment in the Company
represented by the Shares transferred to him hereunder is speculative in nature
and is subject to a risk of loss in whole or in part. The amount of such
investment is within his risk capital means and is not so great in relation to
his total financial resources as would jeopardize the personal financial needs
of him or his family in the event such investment were lost in whole or in part.
6.6 Registration. He may bear the economic risk of investment
for an indefinite period of time because the sale to him of the Shares
transferred to him hereunder has not been registered under the Securities Act of
1933 (the "Act") and he cannot transfer, sell, distribute, assign, pledge,
hypothecate or otherwise dispose of ("Transfer") the Shares transferred to him
hereunder unless such Transfer is registered under the Act or an exemption from
such registration is available.
7. Wallace's Representations and Warranties. Wallace represents and
warrants to each of the Transferees that Wallace has good and valid title to the
Shares, free and clear of any Encumbrance whatsoever. The Shares are not subject
to any voting trust agreement or other contract, agreement, arrangement,
commitment or understanding, including any such agreement, arrangement,
commitment or understanding restricting or otherwise relating to the voting,
dividend rights or disposition of the Shares.
8. Miscellaneous.
8.1 Survival of Representations and Warranties. The
representations and warranties contained in Sections 6 and 7 shall survive the
execution and delivery of this Agreement and consummation of the transactions
contemplated hereby.
8.2 Entire Agreement, No Reliance on Representations. This
Agreement, constitutes the entire agreement and understanding concerning the
subject matter herein and supersedes and replaces any prior negotiations and
agreements between the parties hereto, or any of them, whether written or oral.
Each of the parties hereto acknowledges that no other party or agent or attorney
of any other party has made any promise, representation, or warranty whatsoever,
express or implied, not contained herein, concerning the subject matter hereof,
to induce the other party to execute this Agreement, and each party hereto
acknowledges that he has not executed this Agreement in reliance upon any such
promise, representation, or warranty not contained herein.
8.3 Binding Effect. Subject to the limitations set
forth in this Agreement, this Agreement shall be binding upon, and inure to the
benefit of, the executors, administrators, heirs, legal representatives,
successors and assigns of the parties hereto.
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8.4 Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of California applicable
to contracts entered into and wholly to be performed within the State of
California.
8.5 Notices. Any notice, request, instruction or other
document to be given hereunder shall be in writing and delivered in person or by
courier, or by facsimile transmission or mailed by certified mail, postage
prepaid, return receipt requested (such mailed notice to be effective on the
date of such receipt is acknowledged), as follows:
Wallace: Robert Wallace
15305 Top of the Hill Court
Los Gatos, California 95032
Raasch: Kenneth E. Raasch
521 Charcot Avenue
San Jose, California 95131
Facsimile: (408) 324-2034
Kinkade: Thomas Kinkade
521 Charcot Avenue
San Jose, California 95131
Facsimile: (408) 324-2034
8.6 Amendments. This Agreement may be amended only by a
written instrument signed by the parties hereto.
8.7 Fees. Each party hereto shall be responsible for its own
expenses, including, without limitation, fees and expenses of legal counsel,
incurred in connection with the negotiation and execution of this Agreement and
the consummation of the transactions contemplated hereby.
8.8 Counterparts. This Agreement may be executed in
counterparts, and each such counterpart for all purposes shall be deemed an
original and all such counterparts together shall constitute but one and the
same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
By: /s/ Robert Wallace
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Robert Wallace
By: /s/ Kenneth E Raasch
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Kenneth E. Raasch
By: /s/ Thomas Kinkade
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Thomas Kinkade
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