0001014108-05-000021.txt : 20120705 0001014108-05-000021.hdr.sgml : 20120704 20050127155630 ACCESSION NUMBER: 0001014108-05-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050127 DATE AS OF CHANGE: 20050127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAMB DOUGLAS L CENTRAL INDEX KEY: 0001079888 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 3166982250 MAIL ADDRESS: STREET 1: PO BOX 97 CITY: BENEDICT STATE: KS ZIP: 66714 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUEST RESOURCE CORP CENTRAL INDEX KEY: 0000775351 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880182808 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40006 FILM NUMBER: 05553875 BUSINESS ADDRESS: STREET 1: 701 EAST MAIN STREET STREET 2: P.O. BOX 100 CITY: BENEDICT STATE: KS ZIP: 66714 BUSINESS PHONE: (316)698-2250 MAIL ADDRESS: STREET 1: P.O. BOX 100 STREET 2: 701 EAST MAIN STREET CITY: BENEDICT STATE: KS ZIP: 66714 FORMER COMPANY: FORMER CONFORMED NAME: HYTK INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DIGITEL OF LAS VEGAS INC DATE OF NAME CHANGE: 19870602 SC 13D/A 1 qr-sch13da_751652v3.txt SCHEDULE 13D/A (AMENDMENT NO. 4) United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 Quest Resource Corporation (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 748349107 (CUSIP Number) Jerry D. Cash Quest Resource Corporation 9520 N. May Avenue, Suite 300 Oklahoma City, Oklahoma 73120 405-488-1304 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 25, 2004 (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. 1 of 14 SCHEDULE 13D CUSIP NO. 748349107 1. Name of Reporting Person IRS Identification Nos. of Above Person (entities only) Douglas L. Lamb 2. Check the appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds SC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization USA NUMBER 7. Sole Voting Power OF SHARES 332,958 BENEFICIALLY 8. Shared Voting Power OWNED 1,383,027 BY EACH 9. Sole Dispositive Power REPORTING 332,958 PERSON 10. Shared Dispositive Power WITH 1,383,027 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,715,985 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock / X / 13. Percent of Class Represented by Amount in Row (11) 12.0% 14. Type of Reporting Person IN 2 of 14 SCHEDULE 13D CUSIP NO. 748349107 1. Name of Reporting Person IRS Identification Nos. of Above Person (entities only) Marsha K. Lamb 2. Check the appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds SC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization USA NUMBER 7. Sole Voting Power OF SHARES 551,729 BENEFICIALLY 8. Shared Voting Power OWNED 1,383,027 BY EACH 9. Sole Dispositive Power REPORTING 551,729 PERSON 10. Shared Dispositive Power WITH 1,383,027 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,934,756 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock /X/ 13. Percent of Class Represented by Amount in Row (11) 13.6% 14. Type of Reporting Person IN 3 of 14 SCHEDULE 13D CUSIP NO. 748349107 1. Name of Reporting Person IRS Identification Nos. of Above Person (entities only) Crown Properties, LC 2. Check the appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds SC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization KANSAS NUMBER 7. Sole Voting Power OF SHARES 505,000 BENEFICIALLY 8. Shared Voting Power OWNED 0 BY EACH 9. Sole Dispositive Power REPORTING 505,000 PERSON 10. Shared Dispositive Power WITH 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 505,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock / / 13. Percent of Class Represented by Amount in Row (11) 3.5% 14. Type of Reporting Person OO 4 of 14 SCHEDULE 13D CUSIP NO. 748349107 1. Name of Reporting Person IRS Identification Nos. of Above Person (entities only) The Lamb Family Limited Partnership 2. Check the appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization KANSAS NUMBER 7. Sole Voting Power OF SHARES 900,000 BENEFICIALLY 8. Shared Voting Power OWNED 0 BY EACH 9. Sole Dispositive Power REPORTING 900,000 PERSON 10. Shared Dispositive Power WITH 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 900,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock / / 13. Percent of Class Represented by Amount in Row (11) 6.3% 14. Type of Reporting Person PN 5 of 14 SCHEDULE 13D CUSIP NO. 748349107 1. Name of Reporting Person IRS Identification Nos. of Above Person (entities only) Jerry D. Cash 2. Check the appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds PF and OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization USA NUMBER 7. Sole Voting Power OF SHARES 2,128,095 BENEFICIALLY 8. Shared Voting Power OWNED 0 BY EACH 9. Sole Dispositive Power REPORTING 2,128,095 PERSON 10. Shared Dispositive Power WITH 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,128,095 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock /X/ 13. Percent of Class Represented by Amount in Row (11) 14.9% 14. Type of Reporting Person IN 6 of 14 SCHEDULE 13D CUSIP NO. 748349107 1. Name of Reporting Person IRS Identification Nos. of Above Person (entities only) James B. Kite, Jr. 2. Check the appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization USA NUMBER 7. Sole Voting Power OF SHARES 2,290,393 BENEFICIALLY 8. Shared Voting Power OWNED 0 BY EACH 9. Sole Dispositive Power REPORTING 2,290,393 PERSON 10. Shared Dispositive Power WITH 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,290,393 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock / / 13. Percent of Class Represented by Amount in Row (11) 16.0% 14. Type of Reporting Person IN 7 of 14 SCHEDULE 13D CUSIP NO. 748349107 1. Name of Reporting Person IRS Identification Nos. of Above Person (entities only) Boothbay Royalty Company 2. Check the appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization OKLAHOMA NUMBER 7. Sole Voting Power OF SHARES 2,290,393 BENEFICIALLY 8. Shared Voting Power OWNED 0 BY EACH 9. Sole Dispositive Power REPORTING 2,290,393 PERSON 10. Shared Dispositive Power WITH 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,290,393 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock / / 13. Percent of Class Represented by Amount in Row (11) 16.0% 14. Type of Reporting Person CO 8 of 14 This Amendment No. 4 to Schedule 13D supplements the information contained in the Schedule 13D filed with the Securities and Exchange Commission ("S.E.C.") November 18, 2002 (the "Schedule 13D") by Mr. Douglas L. Lamb, Ms. Marsha K. Lamb, Crown Properties, LC, Mr. Jerry D. Cash, STP Cherokee, Inc., Mr. James B. Kite, Jr. and Boothbay Royalty Company, as amended by that certain Amendment No. 1 to Schedule 13D filed with the S.E.C. on January 23, 2003, that certain Amendment No. 2 to Schedule 13D filed with the S.E.C. on April 10, 2003, and that certain Amendment No. 3 to Schedule 13D filed with the S.E.C. on February 19, 2004. Because STP Cherokee, Inc. no longer owns any shares of Common Stock of the Corporation, it has been omitted from this filing. ITEM 1. SECURITY AND ISSUER. ------------------- No change. ITEM 2. IDENTITY AND BACKGROUND. ----------------------- The information in the Schedule 13D is supplemented with the following information: The Lamb Family Limited Partnership is a Kansas limited partnership. The Lamb Family Limited Partnership's business address is 701 East Main Street, Benedict, Kansas, 66714. The Lamb Family Limited Partnership is principally engaged in oil and gas development and investment management. The Lamb Family Partnership has not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to federal or state securities laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- The information in the Schedule 13D is supplemented with the following information: Douglas L. Lamb and Marsha K. Lamb formed the Lamb Family Limited Partnership on February 18, 2003, for estate planning purposes. Of the 900,000 shares of common stock of Quest Resource Corporation owned by The Lamb Family Partnership 500,000 shares were contributed to the partnership by Crown Properties, LC, which is wholly owned by Marsha Lamb, and 400,000 shares were contributed by Bonanza Energy Corporation of Kansas, which is jointly owned by Douglas Lamb and Marsha Lamb. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- The information in the Schedule 13D is supplemented with the following information: See response to Item 3 above. 9 of 14 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ (a) The information in the Schedule 13D is supplemented with the following information: The aggregate number and percentage of the Common Stock deemed to be beneficially owned by each of the reporting persons is described on the cover page, subject to the limitations described in the Schedule 13D. The percentages are based on information supplied by the Corporation that it has 14,249,694 shares of Common Stock outstanding as of January 13, 2005. (b) The information in the Schedule 13D is supplemented with the following information: The aggregate number and percentage of the Common Stock as to which each of the reporting persons has sole voting power, shared voting power, sole dispositive power, and shared dispositive power is described on the cover page, subject to the limitations described in the Schedule 13D. The percentages are based on information supplied by the Corporation that it has 14,249,694 shares of Common Stock outstanding as of January 13, 2005. (c) The information in the Schedule 13D is supplemented with the following information: On October 25, 2004, Boothbay Royalty Company sold in a private offering: (i) 100,000 shares of Common Stock at a price of $4.00 per share, and (ii) 200,000 shares of Common Stock at a price of $4.22 per share. Boothbay Royalty Company is wholly owned by James B. Kite, Jr. Jerry D. Cash made the following sales of shares of Common Stock: (i) 10,000 shares at a price of $6.l2 per share on November 5, 2004; (ii) 4,500 shares at a price of $6.00 per share on November 9, 2004; (iii) 5,000 shares at a price of $6.00 per share on November 11, 2004; (iv) 1,000 shares at a price of $6.00 per share on November 12, 2004; (v) 4,500 shares at a price of $6.00 per share on November 15, 2004; (vi) 4,500 shares at a price of $6.00 per share on December 1, 2004; (vii) 1,000 shares at a price of $6.00 per share on December 13, 2004; (viii) 500 shares at a price of $6.00 per share on December 14, 2004; and (ix) 2,000 shares at a price of $6.025 per share on December 15, 2004. 10 of 14 In 2004, Jerry D. Cash acquired an additional 812 shares of Common Stock through his profit sharing account. In 2004, Douglas L. Lamb acquired an additional 1,234 shares of Common Stock through his profit sharing account. On December 29, 2000, Marsha K. Lamb acquired an additional 19,500 shares of Common Stock as a bonus from the Company. In 2004, Marsha K. Lamb acquired an additional 525 shares of Common Stock through her profit sharing account. (d) No change. (e) The information in the Schedule 13D is supplemented with the following information: On February 18, 2003, as a result of the contribution of shares to the Lamb Family Limited Partnership, Crown Properties, LC ceased to be the beneficial owner of more than five percent of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH ------------------------------------------------------------- RESPECT TO SECURITIES OF THE ISSUER. ----------------------------------- No change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- Exhibit Number Description ------ ----------- 1 Statement of Joint Filing. 2* Agreement and Plan of Reorganization dated as of November 7, 2002, by and among Quest Resource Corporation, STP Cherokee, Inc. and Jerry D. Cash (incorporated by reference from Exhibit 2.1 of the Corporation's Current Report on Form 8-K dated November 8, 2002 filed with the Commission on November 19, 2002). 3* Voting Agreement for Shares of Stock of Quest Resource Corporation dated as of November 7, 2002, by and among Quest Resource Corporation, Douglas L. Lamb and Jerry D. Cash (incorporated by reference from Exhibit 10.1 of the Corporation's Current Report on Form 8-K dated November 8, 2002 filed with the Commission on November 19, 2002). 11 of 14 4* Consent of Transferee of Quest Shares dated November 7, 2002, executed by Boothbay Royalty Company (incorporated by reference from Exhibit 10.2 of the Corporation's Current Report on Form 8-K dated November 8, 2002 filed with the Commission on November 19, 2002). 5* Consent of Transferee of Quest Shares dated November 7, 2002, executed by Southwind Resource, Inc. (incorporated by reference from Exhibit 10.3 of the Corporation's Current Report on Form 8-K dated November 8, 2002, as filed with the Commission on November 19, 2002). 6* Consent of Transferee of Quest Shares dated April 9, 2003, executed by Shiloh Oil Corporation (incorporated by reference from Exhibit 10.1 of the Corporation's Quarterly Report on Form 10-QSB for the quarter ended February 28, 2003, as filed with the Commission on April 14, 2003). 7* Letter Agreement dated as of December 22, 2003, by and between Douglas L. Lamb, Marsha K. Lamb and Cherokee Partners. 8* Letter Agreement dated as of December 22, 2003, by and between Jerry D. Cash and Cherokee Partners. 9* Letter Agreement dated as of December 22, 2003, by and between James B. Kite, Jr. and Cherokee Partners. 10 Consent of Transferee of Quest Shares dated October 25, 2004, executed by Walter S. Montgomery, Jr. 11 Consent of Transferee of Quest Shares dated October 25, 2004, executed by the Robert K. Green Revocable Trust (UTA 8/7/02). ------------------------------------------------------------------------------- * Previously filed. 12 of 14 SIGNATURES ---------- 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. January 26, 2005 /s/ Douglas L. Lamb --------------------------------------- Douglas L. Lamb January 26, 2005 /s/ Marsha K. Lamb --------------------------------------- Marsha K. Lamb CROWN PROPERTIES, LC January 26, 2005 By: /s/ Marsha K. Lamb -------------------------------- Name: Marsha K. Lamb Title: Manager January 26, 2005 LAMB FAMILY LIMITED PARTNERSHIP BY: BONANZA ENERGY CORPORATION OF KANSAS By: /s/ Marsha K. Lamb -------------------------------- Name: Marsha K. Lamb January 14, 2005 /s/ Jerry D. Cash ------------------------------------ Jerry D. Cash January 14, 2005 /s/ James B. Kite, Jr. ------------------------------------ James B. Kite, Jr. 13 of 14 BOOTHBAY ROYALTY COMPANY January 14, 2005 By: /s/ James B. Kite, Jr. ----------------------------- Name: James B. Kite, Jr. Title: President 14 of 14 EX-1 2 qr-ex1_751652v3.txt JOINT FILING AGREEMENT EXHIBIT 1 STATEMENT OF JOINT FILING ------------------------- Pursuant to Reg. Section 240.13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, the foregoing Schedule 13D is filed on behalf of Mr. Douglas L. Lamb, Ms. Marsha K. Lamb, Crown Properties, LC, Lamb Family Limited Partnership, Mr. Jerry D. Cash, Mr. James B. Kite, Jr., and Boothbay Royalty Company. January 26, 2005 /s/ Douglas L. Lamb ------------------------------------ Douglas L. Lamb January 26, 2005 /s/ Marsha K. Lamb ------------------------------------ Marsha K. Lamb CROWN PROPERTIES, LC January 26, 2005 By: /s/ Marsha K. Lamb -------------------------------- Name: Marsha K. Lamb Title: Manager January 26, 2005 LAMB FAMILY LIMITED PARTNERSHIP BY: BONANZA ENERGY CORPORATION OF KANSAS By: /s/ Marsha K. Lamb -------------------------------- Name: Marsha K. Lamb January 14, 2005 /s/ Jerry D. Cash ----------------------------------- Jerry D. Cash January 14, 2005 /s/ James B. Kite, Jr. ------------------------------------ James B. Kite, Jr. BOOTHBAY ROYALTY COMPANY January 14, 2005 By: /s/ James B. Kite, Jr. -------------------------------- Name: James B. Kite Title: President EX-10 3 qr-ex10sch13da_1028158.txt CONSENT OF TRANSFEREE OF SHARES LAMB-CASH VOTING AGREEMENT CONSENT OF TRANSFEREE OF QUEST SHARES ------------------------------------- Whereas, the undersigned is purchasing 100,000 shares of common stock of Quest Resource Corporation from Boothbay Royalty Company ("Quest Shares"); Whereas, the Quest Shares are subject to a voting agreement between Douglas L. Lamb and Jerry D. Cash ("Voting Agreement") dated November 8, 2002, as amended, modified or supplemented to the date hereof (a copy of which the undersigned acknowledges receiving); Whereas, Section 2.4 of the Voting Agreement requires that any transferee of shares of common stock agree, in writing, to be bound by the Voting Agreement and agree to all terms and conditions of the Voting Agreement; and Whereas, the Voting Agreement is in full force and effect and has not been amended. The undersigned hereby agrees to be bound by the Voting Agreement and agrees to all terms and conditions of the Voting Agreement. Specifically, the undersigned agrees, during the term of the Voting Agreement, to use the votes accorded to the Quest Shares to elect the following as directors of Quest Resource Corporation: 1. Douglas L. Lamb; 2. the designee of Douglas L. Lamb; 3. the additional designees of Douglas L. Lamb (if any and as provided in the Voting Agreement); 4. Jerry D. Cash; 5. the designee of Jerry D. Cash; and 6. the additional designees of Jerry D. Cash (if any and as provided in the voting agreement). Except for sales of the Quest Shares in the public market, each and every transferee or assignee of the Quest Shares from the undersigned shall be bound by and subject to the terms and conditions of the Voting Agreement. Except for sales in the public market, the undersigned shall require that any such transferee or assignee agree in writing to be bound by, and subject to, all the terms and conditions of the Voting Agreement. As used in this instrument, a sale of Quest Shares in the public market means a transaction meeting the requirements of the first sentence of Rule 144(f) under the Securities Act of 1933, as amended ("Rule 144"), with the term "brokers' transaction" having the meaning ascribed to such term in Rule 144(g). In addition to any other legend required by law or agreement, each certificate evidencing the Quest Shares shall be stamped or otherwise imprinted with a legend to the following effect: "The shares represented by this certificate are subject to certain restrictions contained in a Voting Agreement dated as of November 8, 2002, as the same may be amended from time to time, a copy of which is available for examination at the principal In witness whereof, the undersigned has executed this instrument as of October 25, 2004. /s/ Walter S. Montgomery, Jr. ----------------------------- WALTER S. MONTGOMERY, JR. EX-11 4 qr-ex11sch13da_1028192v2.txt CONSENT OF TRANSFEREE OF SHARES LAMB-CASH VOTING AGREEMENT CONSENT OF TRANSFEREE OF QUEST SHARES ------------------------------------- Whereas, the undersigned is purchasing 200,000 shares of common stock of Quest Resource Corporation from Boothbay Royalty Company ("Quest Shares"); Whereas, the Quest Shares are subject to a voting agreement between Douglas L. Lamb and Jerry D. Cash ("Voting Agreement") dated November 8, 2002, as amended, modified or supplemented to the date hereof (a copy of which the undersigned acknowledges receiving); Whereas, Section 2.4 of the Voting Agreement requires that any transferee of shares of common stock agree, in writing, to be bound by the Voting Agreement and agree to all terms and conditions of the Voting Agreement; and Whereas, the Voting Agreement is in full force and effect and has not been amended. The undersigned hereby agrees to be bound by the Voting Agreement and agrees to all terms and conditions of the Voting Agreement. Specifically, the undersigned agrees, during the term of the Voting Agreement, to use the votes accorded to the Quest Shares to elect the following as directors of Quest Resource Corporation: 1. Douglas L. Lamb; 2. the designee of Douglas L. Lamb; 3. the additional designees of Douglas L. Lamb (if any and as provided in the Voting Agreement); 4. Jerry D. Cash; 5. the designee of Jerry D. Cash; and 6. the additional designees of Jerry D. Cash (if any and as provided in the voting agreement). Except for sales of the Quest Shares in the public market, each and every transferee or assignee of the Quest Shares from the undersigned shall be bound by and subject to the terms and conditions of the Voting Agreement. Except for sales in the public market, the undersigned shall require that any such transferee or assignee agree in writing to be bound by, and subject to, all the terms and conditions of the Voting Agreement. As used in this instrument, a sale of Quest Shares in the public market means a transaction meeting the requirements of the first sentence of Rule 144(f) under the Securities Act of 1933, as amended ("Rule 144"), with the term "brokers' transaction" having the meaning ascribed to such term in Rule 144(g). In addition to any other legend required by law or agreement, each certificate evidencing the Quest Shares shall be stamped or otherwise imprinted with a legend to the following effect: "The shares represented by this certificate are subject to certain restrictions contained in a Voting Agreement dated as of November 8, 2002, as the same may be amended from time to time, a copy of which is available for examination at the principal In witness whereof, the undersigned has executed this instrument as of October 25, 2004. /s/ Robert K. Green ----------------------------------------- Robert K. Green, Trustee of THE ROBERT K. GREEN REVOCABLE TRUST (UTA 8/7/02) /s/ Julie Sayler Green ----------------------------------------- Julie Sayler Green, Trustee of THE ROBERT K. GREEN REVOCABLE TRUST (UTA 8/7/02)