-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KZe+ISQ7WVicWzbiMNo2ly720T4eUmPwj5KFo6agFMKf31tLYJLiJY7dKbNztdAW LZUrpX6YPxYbMMigt6u/mg== 0001019056-02-000526.txt : 20020719 0001019056-02-000526.hdr.sgml : 20020719 20020718101056 ACCESSION NUMBER: 0001019056-02-000526 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020718 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: A21 INC CENTRAL INDEX KEY: 0001074436 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 742896910 FISCAL YEAR END: 1202 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78376 FILM NUMBER: 02705221 BUSINESS ADDRESS: STREET 1: 301 CONGRESS SUITE 1550 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124785717 MAIL ADDRESS: STREET 1: 301 CONGRESS SUITE 1550 CITY: AUSTIN STATE: TX ZIP: 78701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLEUS ALBERT CENTRAL INDEX KEY: 0001177232 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O ALBERT PLEUS STREET 2: 2535 MAKIKI HEIGHTS DRIVE CITY: HONOLULU STATE: HI ZIP: 96822 BUSINESS PHONE: 8089470025 MAIL ADDRESS: STREET 1: C/O ALBERT PLEUS STREET 2: 2535 MAKIKI HEIGHTS DRIVE CITY: HONOLULU STATE: HI ZIP: 96822 SC 13D 1 a21_13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 a21, Inc. ---------------- (Name of issuer) Common Stock, $.001 Par Value Per Share --------------------------------------- (Title of class of securities) 002184 10 9 -------------- (CUSIP number) Albert H. Pleus a21, Inc. One Embarcadero Plaza Suite 500 San Francisco, CA 94111 (415) 284-2121 With a copy to: Irwin M. Rosenthal, Esq. Warshaw Burstein Cohen Schlesinger & Kuh, LLP 555 Fifth Avenue New York, New York 10017 212) 984-7737 ----------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) April 30, 2002 ------------------------------------------------------- (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 [ ]. 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. SCHEDULE 13D - ------------------------------------- ------------------------- CUSIP NO. 002184 10 9 Page 2 of 8 Pages - ------------------------------------- ------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. S.S. or I.R.S. Luke A. Allen Identification Nos. of Above Persons - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares None Beneficially ------------------------------------ Owned by 8. Shared Voting Power Each Report- (see Item 4 below) 9,245,343 ing Person ------------------------------------ With 9. Sole Dispositive Power 1,224,334 ------------------------------------ 10. Shared Dispositive Power (see Item 4 below) None ------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,245,343 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 83.3% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 2 SCHEDULE 13D - ------------------------------------- ------------------------- CUSIP NO. 002184 10 9 Page 3 of 8 Pages - ------------------------------------- ------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. S.S. or I.R.S. Vincent C. Butta Identification Nos. of Above Persons - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares None Beneficially ------------------------------------ Owned by 8. Shared Voting Power Each Report- (see Item 4 below) 9,245,343 ing Person ------------------------------------ With 9. Sole Dispositive Power 975,500 ------------------------------------ 10. Shared Dispositive Power (see Item 4 below) None ------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,245,343 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 83.3% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D - ------------------------------------- ------------------------- CUSIP NO. 002184 10 9 Page 4 of 8 Pages - ------------------------------------- ------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. S.S. or I.R.S. Albert H. Pleus Identification Nos. of Above Persons - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares None Beneficially ------------------------------------ Owned by 8. Shared Voting Power Each Report- (see Item 4 below) 9,245,343 ing Person ------------------------------------ With 9. Sole Dispositive Power 1,308,334 ------------------------------------ 10. Shared Dispositive Power (see Item 4 below) 400,001 ------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,245,343 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 83.3% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 4 Item 1. Security and Issuer. ------------------- This Schedule 13D relates to the common stock, $0.001 par value per share (the "Common Stock"), of a21, Inc., a Texas corporation formerly known as Saratoga Holdings I, Inc. (the "Company"). The principal executive offices of the Company are located at One Embarcadero Center, Suite 500, San Francisco, CA 94111. Item 2. Identity and Background. ----------------------- (a) This Schedule 13D is jointly filed by Luke A. Allen ("Mr. Allen"), Vincent C. Butta ("Mr. Butta"), and Albert H. Pleus ("Mr. Pleus") (hereinafter referred to individually as a "Reporting Person" and collectively as the "Reporting Persons"). Each Reporting Person is filing this Schedule 13D with respect to shares of Common Stock of the Company beneficially owned by him, as well as with respect to shares of Common Stock of the Company as to which each Reporting Person shares voting power and as to which certain other stockholders of the Company have investment power, including the power to dispose, or to direct the disposition of, such Common Stock. Information contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person. (b) The business address for each of the Reporting Persons is c/o a21, Inc., One Embarcadero Center, Suite 500, San Francisco, CA 94111. (c) Mr. Allen's present principal occupation is President of C.R. Allen & Co., Inc., 711 5th Ave. NY, NY 10022. C.R Allen & Co is principally involved in the investments. Mr. Butta's present principal occupation is Chief Executive Officer of BFF Merchandising Group, a division of Adpads Corporation, a merchandising company, 108 Fortunato Place, Neptune, New Jersey 07753. Mr. Butta also is Vice Chairman, a21, Inc., One Embarcadero Center, Suite 500, San Francisco, CA 94111. Mr. Pleus' principal occupation is Chairman, a21, Inc., One Embarcadero Center, Suite 500, San Francisco, CA 94111. A21, Inc. is a provider of digital images for use in the visual content industry (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Allen, Mr. Butta and Mr. Pleus are citizens of the United States of America. 5 Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- The securities beneficially owned by the Reporting Persons were acquired in a share exchange. On April 30, 2002, the Company, then known as Saratoga Holdings I, Inc., exchanged shares of the Company's Common Stock with holders of preferred stock and common stock of Agence 21, Inc. who elected to participate in the exchange of shares. Approximately 32 shareholders of Agence 21 exchanged shares of Agence 21 for shares of the Company. Pursuant to the exchange of shares, shareholders of Agence 21 electing to participate in the exchange acquired 9,245,343 shares of Common Stock of the Company from a wholly-owned susbsidiary of the Company in a ratio of one share of Company Common Stock for every three shares of common stock and/or preferred stock of Agence 21. Each shareholder of Agence 21 exchanging shares executed and delivered an irrevocable proxy and release providing for the voting of its, his or her shares by any of the Reporting Persons for a period of 90 days from April 30, 2002 until July 29, 2002. No part of the purchase price was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock. Item 4. Purpose of Transaction ---------------------- The purpose of the transaction was to change the business and control of Saratoga Holdings I, Inc. Simultaneously with the April 30, 2002 exchange, the Company's Board of Directors appointed Mr. Allen, Mr. Butta and Mr. Pleus as directors. Thomas V. Butta was also appointed to the Board of Directors. Thomas F. Cooke, the sole director of the Company prior to April 30, 2002, simultaneously resigned as a director and officer of the Company. The Company's other executive officer simultaneously resigned as well. Thereafter, Mr. Pleus became Chairman and Secretary and Mr. Butta became Vice Chairman and Treasurer. Except as described below, no Reporting Person has plans or proposals that relate to or would in any of the actions set forth in clauses (a) through (j) of Item 4. Depending on market conditions and other factors, the Reporting Persons may purchase additional shares of Common Stock in the open market or in private transactions. Alternatively, depending on market conditions and other factors, and subject to any restrictions described in Item 6, the Reporting Persons may sell all or some of their shares of Common Stock. Subject to the availability of Common Stock at prices deemed favorable by the Reporting Persons, the Reporting Persons' liquidity, the financial condition and results of operations of the Company, and general economic and market conditions prevailing at the time, the Reporting Persons reserve the right to, and may in the future, purchase additional shares of Common Stock from time to time in the open market, through privately negotiated transactions, or otherwise. The Reporting Persons plan to take any action necessary to change the Company's business from the Company's prior business to the business historically engaged in by Agence 21, Inc. The Reporting Persons plan to change the Company's charter, bylaws and instruments corresponding thereto with the purpose, in part, of impeding the acquisition or control of the Company in the future by any person. The Reporting Persons do not presently know of any person who has indicated an interest in an acquisition or control of the Company. 6 Item 5. Interest in Securities of the Issuer. ------------------------------------ The approximate aggregate percentage of Common Stock reported beneficially owned by each person herein is based on 11,103,267 shares outstanding, which is the sum of the 1,857,924 shares of Common Stock outstanding as of April 29, 2002, as reflected in the Company's quarterly report on Form 10-QSB filed with the Securities and Exchange Commission (the "Commission") for the fiscal quarter ended March 31, 2002, plus 9,245,343 shares issued in connection with the share exchange described in Item 3, as reflected in the Company's Form 8-K filed with the Commission on May 15, 2002. As of the date of this Schedule 13D: o Mr. Allen beneficially owns 9,245,343 shares of Common Stock, representing 83.3% of the issued and outstanding shares of Common Stock, with: o no sole voting power o shared voting power, with the other Reporting Persons, over 9,245,343 shares of Common Stock o sole dispositive power over 552,334 shares of Common Stock o shared dispositive power over 672,000 shares of Common Stock owned by LCA Capital Partners I, Inc., a corporation controlled by Mr. Allen. o Mr. Butta beneficially own 9,245,343 shares of Common Stock, representing 83.3% of the issued and outstanding shares of Common Stock, with: o no sole voting power o shared voting power, with the other Reporting Persons, over 9,245,343 shares of Common Stock o sole dispositive power over 975,500 shares of Common Stock o no shared dispositive power o Mr. Pleus beneficially owns 9,245,343 shares of Common Stock, representing 83.3% of the issued and outstanding shares of Common Stock, with: o no sole voting power o shared voting power, with the other Reporting Persons, over 9,245,343 shares of Common Stock o sole dispositive power over 1,308,334 shares of Common Stock, including shares issuable upon the exercise of an option to purchase 116,667 shares of Common Stock o shared dispositive power over 400,001 shares of Common Stock owned by Whitney Holdings, Inc. and the Albert Pleus Family Trust The shares of Common Stock beneficially owned by each Reporting Person for purposes of this Schedule 13D include 9,245,343 shares held beneficially and of record by various stockholders of the Company over which the Reporting Persons share the right to direct the vote. Except as set forth above, the Reporting Persons do not share with others the power to vote or to direct the vote of, or the power to dispose of or to direct the disposition of, any other shares of Common Stock. Except as set forth in Item 3 above, the Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Schedule 13D. 7 Item 6. Contracts, Arrangements, Understandings or Relationships, with Respect ---------------------------------------------------------------------- to Securities of the Issuer. - --------------------------- Except as described below, none of the Reporting Persons are a party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, any agreement concerning (i) transfer or voting of any securities of the Company, (ii) finder's fees, (iii) joint ventures, (iv) loan or option arrangements, (v) puts or calls, (vi) guarantees of profits, (vii) divisions of profits or losses, or (viii) the giving or withholding of proxies. Mr. Pleus holds options to purchase 116,667 shares of Common Stock of the Company with an exercise price per share of $0.15. Mr. Allen and Mr. Butta do not hold options to purchase shares of Common Stock of the Company. The Reporting Persons have the right to vote shares of the Company pursuant to certain Irrevocable Proxies granted by 32 holders of Common Stock of the Company. Item 7. Material to be Filed as Exhibits. -------------------------------- The following exhibit is being filed with this Schedule: Exhibit 1. Joint Filing Agreement. dated as of July 9, 2002, among Luke A. Allen, Vincent C. Butta and Albert H. Pleus. Exhibit 2. Form of Irrevocable Proxy, Power of Attorney and General Release dated as of April 30, 2002, executed and delivered by certain stockholders of the Company. * * * * * SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 15, 2002 /s/ LUKE A. ALLEN ------------------------------ Luke A. Allen /s/ VINCENT C. BUTTA ------------------------------ Vincent C. Butta /s/ ALBERT H. PLEUS ------------------------------ Albert H. Pleus 8 EX-99.1 3 ex99_1.txt EXHIBIT 99.1 EXHIBIT 1 Joint Filing Agreement Pursuant to Rule 13d-1(f)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to securities held by each of them in a21, Inc. Dated: July 15, 2002 /s/ LUKE A. ALLEN ------------------------------ Luke A. Allen /s/ VINCENT C. BUTTA ------------------------------ Vincent C. Butta /s/ ALBERT H. PLEUS ------------------------------ Albert H. Pleus EX-99.2 4 ex99_2.txt EXHIBIT 99.2 EXHIBIT 2 IRREVOCABLE PROXY, POWER OF ATTORNEY AND GENERAL RELEASE -------------------------------------------------------- In connection with the execution and delivery of that certain Exchange Agreement dated as of April __, 2002 (the "Exchange Agreement"), among: (i) Saratoga Holdings I, Inc., a Texas corporation (the "Company"); (ii) SH II, Inc., a Delaware corporation; (iii) Agence 21, Inc., a Delaware corporation ("A21"); (iv) A21 Acquisition, LLC, a Delaware limited liability company; (v) Thomas F. Cooke, (iv) holders of common stock, par value $.0001 per share ("A21 Common Stock"), of A21; (v) holders of preferred stock, par value $.0001 per share ("A21 Preferred Stock"), of A21; (vi) holders of options to purchase A21 Common Stock ("A21 Options"); and (vii) warrants to purchase A21 Common Stock ("A21 Warrants"); pursuant to which, among other things, the undersigned, on the terms and conditions set forth in the Exchange Agreement: (A) if an owner of A21 Common Stock and/or A21 Preferred Stock ("A21 Shares"), is exchanging A21 Shares owned by the undersigned for shares of post-reverse stock split common stock of the Company, par value $.001 per share ("Company Common Stock"); and (B) if an owner of A21 Options and/or A21 Warrants ("A21 Derivative Securities"), is exchanging A21 Derivative Securities owned by the undersigned for options and/or warrants of the Company, the undersigned hereby covenants and agrees as follows: Irrevocable Proxy. The undersigned hereby irrevocably appoints each of Albert H. Pleus, Vincent C. Butta and Luke A. Allen proxy for the undersigned (each a "Proxy Holder"), with full power of substitution, to appear and vote all of the A21 Shares and Company Common Stock now or hereafter owned by the undersigned, beneficially or of record, or over which the undersigned has or hereafter may have the power to vote, as trustee, fiduciary, by contract or otherwise, to the same extent which the undersigned would be entitled to vote if personally present, and otherwise act with the same force and effect as the undersigned, with respect to all matters on which A21 Shares or Company Common Stock can be voted at a meeting or by written consent. This instrument is executed and delivered in favor of each Proxy Holder and is and shall be deemed an irrevocable proxy and coupled with an interest, shall be effective until the 11:59 P.M, Eastern Time, on the ninetieth (90th) day after the Closing Date under the Exchange Agreement (the "Expiration Time"). 2. Power of Attorney. This instrument also constitutes and shall be deemed to constitute a power of attorney until the Expiration Time in favor of each Proxy Holder with respect to the execution of any documentation in connection with the Exchange Agreement or the transactions contemplated thereby. 3. Further Assurance; Binding Effect. The undersigned covenants and agrees to execute all such further documents and instruments, including without limitation, specific written consents of stockholders and replacements renewing this instrument until the Expiration Time at the request of any Proxy Holder. This instrument shall expressly be binding upon the heirs, legal representatives, successors and/or assigns of the undersigned. The undersigned hereby revokes any prior proxy or power of attorney given by the undersigned with respect to the subject matter of this instrument. 4. General Release. (a) The undersigned, his or its heirs, successors, and/or assigns and any party claiming through or under the 1 undersigned (individually and collectively, the "Releasors"), for good and valuable consideration, including the sum of Ten Dollars ($10.00), the receipt, sufficiency and adequacy of which are hereby acknowledged, does hereby forever release, discharge and acquit the current officers and directors of A21 (individually and collectively, the "Releasees") of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, malfeasance, cause or causes of action, debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses and expenses of every type, kind, nature, description or character and irrespective of how, why or by reason of what facts, whether heretofore or now existing or hereafter discovered, or which could, might or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, whether at law, equity or in administrative proceedings, whether at common law or pursuant to federal, state or local statute, each as though fully set forth herein at length, which the Releasors, or any one or more of them, ever had, now have or which may result from the existing or past state of things, from the beginning of the world to the end of the day upon which the Releasors execute this instrument, against or related in any way to the Releasees actions (or omissions) and the undersigned's conduct as an employee, officer and/or director of A21, including, among other things, and without limitation, any claims which in any way arise out of, are connected with or related to the Exchange Agreement and/or Releasor's employment or termination of employment with A21. This release includes, but is not limited to, claims arising under federal, state and local statutory or common law, including, but not limited to, the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, claims for wrongful discharge under any public policy or any policy of A21, claims for breach of fiduciary duty, and the laws of contract and tort; and any claim for attorney's fees. Releasors promise never to file a lawsuit or assist in or commence any action asserting any claims, losses, liabilities, demands, or obligations released hereunder. (b) The Releasors hereby agree, represent and warrant that the matters released herein are not limited to matters that are known or disclosed. In this regard, the Releasors hereby agree, represent and warrant that they realize and acknowledge that factual matters which have occurred through the date hereof, but which are now unknown to them, may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected and they further agree, represent and warrant that the release contained herein has been negotiated and agreed upon in light of that realization and that they nevertheless hereby intend to release, discharge and acquit the Releasees from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses of any kind or nature whatsoever. (c) The undersigned hereby acknowledges that he or she is familiar with Section 1542 of the Civil Code of the 2 State of California or any analogous state law or federal law or regulations ("Section 1542"). Section 1542 of the California Civil Code reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." The undersigned hereby waives and relinquishes any and all rights and benefits which he or she has or may have under Section 1542 to the full extent that he or she lawfully may waive and relinquish any and all such rights and benefits. (d) It is hereby further understood and agree that the acceptance of delivery of this release by the Releasees shall not be deemed or construed as an admission of liability by the Releasees and the Releasees expressly deny liability of any kind or nature whatsoever arising from or related to the subject of this Release. (e) This release may not be changed orally. This release, regardless of where executed or performed, shall be governed by, construed and enforced in accordance with the laws of the State of New York applicable to agreements executed and to be wholly performed therein (without reference to any conflicts of law principles thereunder). IN WITNESS HEREOF, the undersigned has executed this Irrevocable Proxy, Power of Attorney and General Release the ____ day of April, 2002. --------------------------------- Signature --------------------------------- Name (please print or type) 3 STATE OF__________ ) ) SS.: COUNTY OF ________ ) On this __ day of April, 2002, before me, the undersigned, personally appeared ____________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. ----------------------------------- Notary Public 4 -----END PRIVACY-ENHANCED MESSAGE-----