PLAN SUPPORTAGREEMENT

The Company shall, in consultation with Mengnu, prepare all of the documents (collectively, the “Chapter 11 Documents”, which shall include without limitation each of the documents referred to in paragraph 4 b)(i) through (iv) below), necessary for the Jennifer Companies to commence the Chapter 11 Cases and obtain confirmation and consummation of the Reorganization Plan, all of which shall be submitted to Mengnu and

its counsel in draft form as soon as practicable but in any event not later than 5:00 p.m. on the second business day prior to filing with the Bankruptcy Court (or such earlier date as shall be specified below or such later date as Mengnu shall consent to in writing), for its review and comment, shall be satisfactory to Mengnu in form and substance and shall not be submitted to or filed with the Bankruptcy Court unless Mengnu shall have advised Jennifer (orally or in writing) that it does not object thereto. In aid of the foregoing, Jennifer shall:

          i Prepare and file with the Bankruptcy Court no later than 5:00 p.m. on the first business day following the Petition Date first day motions, which motions shall include a critical vendor motion (“Mengnu Critical Vendor Motion”) in respect of Mengnu providing for the grant to Mengnu of a purchase money security interest in inventory acquired by the Jennifer Companies from Mengnu after the filing of the Petitions and all proceeds thereof, the payment to Mengnu of $400,000 per week for application to pre-petition indebtedness owed to Mengnu in accordance with the terms and provisions thereof and having other terms and conditions as specified in the Term Sheet, which are not inconsistent with the terms and conditions in the Term Sheet and which is otherwise in form and substance satisfactory to Mengnu;

 

          ii Prepare and file with the Bankruptcy Court statements of financial affairs and required schedules under chapter 11 of the Bankruptcy Code for the Jennifer Companies no later than twenty (20) days following the Petition Date (complete draft to be provided Mengnu and its counsel no later than three days prior to filing); and

 

          iii Prepare and file with the Bankruptcy Court no later than thirty (30) days following the Petition Date a disclosure statement (the “Disclosure Statement”) relating to a Plan of Reorganization that incorporates the terms and conditions of the Term Sheet and is not inconsistent with the Term Sheet and is otherwise in form and substance satisfactory to Mengnu and complies with Sections 1122, 1123 and 1124 of the Bankruptcy Code, including customary exhibits, and which disclosure statement complies with section 1125 of the Bankruptcy Code (complete draft including Plan of Reorganization and all exhibits to be provided Mengnu and its counsel not less than 10 days prior to filing).

          i Any representation or warranty made by the Company to Mengnu in this Agreement or any information in any document prepared by the Company or any of the other Jennifer Companies and provided to Mengnu shall be false or misleading in any material respect when made or provided;

 

          ii Any of the following milestones (“Milestones”) shall not be achieved within the time specified below:

     (aa) Obtain an interim order of the Bankruptcy Court granting the Mengnu Critical Vendor Motion in form and substance satisfactory to Mengnu with such changes, if any, as are satisfactory to Mengnu not later than five business days following the Petition Date;

 

     (bb) Obtain a final order of the Bankruptcy Court granting the Mengnu Critical Vendor Motion, with such changes, if any, as are satisfactory to Mengnu not later than the thirtieth day immediately following the Petition Date;

 

     (cc) Obtain an order of the Bankruptcy Court approving the Disclosure Statement, with such changes, if any as are satisfactory to Mengnu, not later than seventy five (75) days immediately following the Petition Date; and

 

     (dd) Obtain an order (the “Confirmation Order”) of the Bankruptcy Court confirming a Plan of Reorganization in the form attached to the Disclosure Statement approved by the Bankruptcy Court, with such changes, if any, as are approved by Mengnu, no later than one hundred thirty(130) days following the Petition Date

          iii. On the effective date (“Effective Date”) of the Plan of Reorganization there shall be any appeal of the Confirmation Order other than any such appeal which Mengnu determines in its sole discretion does not materially interfere with consummation of the Plan of Reorganization and if successful would not materially adversely affect the interests of Mengnu upon consummation of the Plan of Reorganization or thereafter.

 

          iv. The Bankruptcy Court shall have terminated Jennifer’s exclusive period to file the a plan of reorganization or such exclusivity period shall have lapsed;

 

          v. Any preference recovery action against Mengnu shall have been successfully prosecuted at any time prior to the Effective Date;

 

          vi. The Company at any time shall fail to make any payment required to be made by it in accordance with the Mengnu Critical Vendor Motion or shall terminate Mengnu’s status as a critical vendor for any reason other than Mengnu’s default in honoring the production and shipping schedule agreed to by the parties from time to time;

 

          vii At any time prior to the Effective Date, the Company or any other of the Jennifer Companies shall file any motion or take any other action to challenge any proof of claim submitted by Mengnu for an aggregate amount of pre-petition indebtedness (before giving effect to any payments received by Mengnu in accordance with the critical vendor motion applicable to Mengnu)

of not in excess of $17,000,000 or any objection to any such proof of claim submitted by Mengnu is allowed;

 

          viii Any of the Jennifer Companies shall, after the filing with the Bankruptcy Court of the Disclosure Statement, propose any amendment or modification thereto which, in Mengnu’s opinion, is material and to which Mengnu objects and such amendment or modification is not withdrawn within five days after notice thereof from Mengnu to Jennifer;

 

          ix Any of the Chapter 11 Documents, including, without limitation, the Plan of Reorganization, shall contain any term or condition (aa) different from the terms and conditions set forth in the Term Sheet, (bb) inconsistent with the Term Sheet , (cc) which Mengnu believes, or has reason to believe, could adversely affect Mengnu’s interests upon consummation of the Plan of Reorganization or thereafter or (dd) which in Mengnu’s opinion is otherwise material and to which Mengnu objects by notice to the Company and, in the case of the condition specified in this subclause (dd), such term or provision is not changed in a manner in form and substance satisfactory to Mengnu within five days after receipt by the Company of such notice;

 

          x At any time on or prior to the Effective Date there shall have been issued or remain in force any order, decree, or ruling by any court or governmental body having jurisdiction restraining or enjoining the consummation of or declaring or rendering illegal the Restructuring or any of the transactions contemplated by this Agreement;

 

          xi The Company shall propose, consent to, support, acquiesce or participate in the formulation of any out-of-court restructuring, any chapter 7 or chapter 11 plan of reorganization or liquidation or any other such similar reorganization or liquidation (whether foreign or domestic) other than the Restructuring as described in the Term Sheet and other than as agreed to by Mengnu;

 

          xii At any time after the date of this Agreement and prior to the Effective Date, (i) any event or occurrence or condition shall happen or occur, whatever the reason therefor and whether happening or existing by operation of law or otherwise, not disclosed in writing to Mengnu by Jennifer prior to the date hereof that Mengnu reasonably believes has had, has or could reasonably be expected to have a Material Adverse Effect (“Material Adverse Effect” means any change, event, occurrence, effect, or state of facts that, individually, or aggregated with other such matters, is materially adverse to the business, assets (including intangible assets), properties, condition (financial or other), or results of operations or prospects of the Jennifer Companies taken as a whole, but excluding actions, events, occurrences, effects or conditions that result by operation of law from the filing of a case under chapter 11 of the Bankruptcy Code) or (ii) there shall be or have been, in the reasonable opinion of Mengnu, any material adverse change or development involving a prospective material adverse change in the business, properties, assets (tangible and intangible), condition (financial or other), results of operations or prospects of the Jennifer Companies taken as a whole from that which exists on the date of this Agreement other than any such arising solely by operation of law as a result of the filing of the Petitions;

 

          xiii If any of the pleadings filed by the debtor with the Bankruptcy Court or the final forms of the documents prepared in connection with or related to the Restructuring (including, without limitation, any

stockholders' agreement, any certificate of incorporation, any bylaws, any document concerning the corporate governance of any of the Jennifer Companies upon the consummation of the Reorganization Plan or any document concerning the rights of Company shareholders or debtholders upon the consummation of the Reorganization Plan) necessary for the implementation of the Restructuring shall not be in form and substance satisfactory to Mengnu;

 

          xiv A trustee or examiner with enlarged powers shall have been appointed under section 1104 or 105 of the Bankruptcy Code for service in the Chapter 11 Cases;

 

          xv Any of the Chapter 11 Cases shall be converted to a case under chapter 7 of the Bankruptcy Code:

 

          xvi The Confirmation Order shall not contain any condition to Confirmation proposed by Mengnu to Jennifer that is not inconsistent with the Term Sheet;

 

          xvii Any of the Jennifer Companies shall, at any time following the date of this Agreement and prior to the Effective Date, directly or indirectly, (aa) engage in, agree to or consummate any transaction (other than the Restructuring) other than in the ordinary course of business and on an arms' length basis, or (bb) incur any liability other than in the ordinary course of business and on an arms' length basis, and, if between unaffiliated parties, also on market terms;

 

          xviii At any time after the date of this Agreement and prior to the Effective Date, any of the Jennifer Companies shall fail to (aa) maintain its corporate existence in good standing under the laws of Delaware or other jurisdiction in which it is organized, (bb) maintain its qualification to do business in each jurisdiction where it is presently qualified to do business except for jurisdictions in which Jennifer has ceased or plans to cease operations as set forth in the description of Jennifer’s proposed store closing program ( the “Store Closing Program”) set forth in the initial Store Closing Program Report (as defined in clause xxiii below) or such other jurisdictions where Jennifer later proposes to cease operations and to which Mengnu does not object after reasonable notice and receipt of an accompanying analysis from Jennifer of such proposal or (cc) qualify to do business in any other jurisdictions where the nature of the business done by it makes such qualification necessary;

 

          xix At any time after the date of this Agreement and prior to the Effective Date, any of the Jennifer Companies shall, directly or indirectly: (aa) issue, sell, pledge, dispose of, or encumber any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, any of its equity interests; (bb) amend or propose to amend its respective articles of incorporation, by-laws or comparable organizational documents; (cc) split, combine, or reclassify any outstanding shares of its capital stock or other equity interests, or declare, set aside, or pay any dividend or other distribution payable in cash, stock, property, or otherwise with respect to any of its equity interests; (dd) redeem, purchase, or acquire or offer to acquire any of its equity interests; (ee) acquire, transfer, or sell (by merger, exchange, consolidation, acquisition of stock or assets, or otherwise) any interest in or any indebtedness of any corporation, partnership, joint venture, or other business organization or division, or, other than in the ordinary course of

business or as contemplated pursuant to the Store Closing Program and to which Mengnu does not object after reasonable notice from Jennifer , any assets; (ff) merge with or into or consolidate with any corporation or other person other than, in the case of Jennifer Companies other than Jennifer, a merger or consolidation with or into another Jennifer Company or in the case of Jennifer a merger with another Jennifer Company in which Jennifer is the surviving corporation; or (gg) engage in or agree to engage in or consummate or agree to consummate any transaction or agreement other than in the ordinary course of business and consistent with past practice or as is necessary to effect the Store Closing Program or the Lease Renegotiation Program ( as defined in clause xxiii below) or to consummate the Plan of Reorganization and to which, in all cases, Mengnu does not object after reasonable notice from Jennifer;

 

          xx At any time after the date of this Agreement and prior to the Effective Date, any of the Jennifer Companies shall create, incur, assume or suffer to exist any lien, charge, security interest or other encumbrance (“Lien”) on any of its properties or assets now owned or hereafter acquired other than (i) warehousemen’s, carriers, workmen’s and similar liens arising in the ordinary course of business and not delinquent, (ii) taxes, assessment and other governmental charges arising in the ordinary course of business and not delinquent, (iii) pledges or deposits arising under workmen’s compensation or similar laws, (iv) statutory liens and other similar liens arising in the ordinary course of business that do not secure the payment of borrowed money and (v) Liens in favor of Mengnu;

 

          xxi At any time after the date of this Agreement and prior to the Effective Date, the Jennifer Companies taken together shall have created, incurred, assumed or suffered to exist indebtedness for borrowed money that aggregates in excess of $25,000;

 

          xxii Jennifer shall have failed to prepare and submit to Mengnu’s financial advisor no later than 5:00 pm on July 16, 2010, a monthly operating budget, for the period August – December 2010 (the “Budget”) in form and substance satisfactory to Mengnu and that is consistent with the weekly cash flow and monthly fiscal year 2011 projections provided to Mengnu’s financial advisor on or about June 23, 2010 as updated on a basis acceptable to Mengnu;

 

          xxiii Jennifer shall have failed to prepare and submit to Mengnu and its financial advisor, (aa) monthly within twenty-seven (27) days following the end of each of Jennifer’s fiscal monthly periods, commencing with the first fiscal monthly period ending following the date of this Agreement a financial statement report for the monthly fiscal period just ended and for the cumulative periods to date commencing with (x) the start of fiscal year 2010 and (y) with the July 2010 fiscal month, reflecting accurately the items and amounts recorded in the Company’s books and records and in form and substance satisfactory to Mengnu and including EBITDA and comparisons to the Budget and to the comparable periods of the prior fiscal year ; (bb) on the first business day of every second week beginning with the first week following the date of this agreement a cash flow forecast in form and substance satisfactory to Mengnu and including the actual closing cash balance for the last business day of each of the two weeks immediately preceding the forecast period for the thirteen week period beginning with the week in which the forecast is required to be delivered (each a “Cash Flow Forecast”); (cc) weekly on the first business day of each week commencing with the first week

following the date of this Agreement a report of the Company’s consolidated cash balance as of the close of business on the last business day of the immediately preceding week; (dd) not later than 5:00 p.m. on July 21, 2010, and monthly thereafter within five (5) days following the end of each of Jennifer’s fiscal monthly periods, commencing with the first fiscal monthly period ending following the date of this Agreement a report (the “Store Closing Program Report”) showing all stores and distribution centers closed or proposed to be closed by any of the Jennifer Companies, the status of going out of business sales or other comparable closing activity at such stores including projected receipts and disbursements, actual receipts and disbursements,, and such other information with respect thereto as Mengnu shall have reasonably requested, all in reasonable detail and otherwise in form and substance satisfactory to Mengnu; and (ee) not later than 5:00 p.m. on July 21, 2010, and monthly thereafter within five (5) days following the end of each of Jennifer’s fiscal monthly periods, commencing with the first fiscal monthly period ending following the date of this Agreement, a report (the “Lease Renegotiation Program Report”) showing all stores and distribution centers and office locations proposed to be maintained by the Jennifer Companies upon exit from bankruptcy or under consideration for closing but for which a final determination has yet to be made and the status of lease renegotiations with landlords with such stores and distribution centers, including target back and forward rent reductions, and actual back and forward rent reductions (the “Lease Renegotiation Program”), and such other information with respect thereto as Mengnu shall have reasonably requested, all in reasonable detail and otherwise in form and substance satisfactory to Mengnu;

 

          xxiv At any time after the date of this Agreement and prior to the Effective Date, (aa) the Company’s consolidated EBITDA for the cumulative period commencing fiscal August 2010 is less than 80% of the comparable amount in the Company’s Budget, (bb) on a consolidated basis the Company shall have incurred expenses or expenditures in the cumulative period commencing with fiscal August 2010 that, in respect of any line item other than Cost of Goods Sold, volume related home delivery expenses, commission based employee compensation, or other expenses or expenditures directly resulting from sales, exceeds ten percent (10%) of the amount budgeted therefor in the Budget or that in the aggregate exceeds five percent (5%) of the total amount of expenses and expenditures budgeted in such Budget, (cc) any of the Jennifer Companies shall make any payment on account of prepetition indebtedness (other than to Mengnu or to Ashley Homestores, Ltd.) or which is inconsistent with the most recent Budget provided to Mengnu without the prior written consent of Mengnu, or (dd) the Company’s consolidated freely available cash balance shall be less than $2.0 million;

 

          xxv The pro forma balance sheet included in the Disclosure Statement approved by the Bankruptcy Court, or any amendment or supplement thereto, shall show the consolidated freely available cash balance of the Jennifer Companies as of the date of consummation of the Plan of Reorganization to be less than $2.0 million;

 

          xxvi Jennifer shall fail to provide Mengnu with notice from time to time of the proposed terms of any agreement with any liquidator for the disposition of inventory of any of Jennifer’s stores or distribution centers being closed or the proposed terms of any agreement with any lease renegotiation advisor for the renegotiation of leases, in each case sufficiently in advance of Jennifer’s entering into any such agreement to enable Mengnu’s advisors to

comment thereon and discuss the same with Jennifer’s management and advisors, or any such agreement shall be entered into to which Mengnu shall have timely and reasonably objected;

 

          xxvii (aa) the Disclosure Statement, or any amendment or supplement thereto, or the Plan of Reorganization approved pursuant to the Confirmation Order provides for the payment upon consummation of the Plan of Reorganization or at any time thereafter of (x) administrative expenses allowed in accordance with Section 503(a)(2) of the Bankruptcy Code (other than expenses arising from the purchase of inventory or customer deposits) such that, on a pro forma basis after giving effect thereto as if all such expenses were paid on the Effective Date, the Company’s consolidated free cash balance on the next day following the Effective Date would be less than $2.0 million; or (y) any allowed claims entitled to priority under Section 507 of the Bankruptcy Code other than claims entitled to priority under Section 507(a)(4) or Section 507(a)(7) of the Bankruptcy Code or (bb) or at any time prior to the issuance of the Confirmation Order or thereafter prior to the Effective Date, after consultation with Jennifer, Mengnu reasonably believes that on the Effective Date there will actually be any such administrative expenses or that there will be any such claims;

 

          xxviii Ten days prior to the date set for the hearing on confirmation of the Plan of Reorganization (“Confirmation Hearing Date”) pursuant to Section 1128 of the Bankruptcy Code Rami Abada and Jennifer shall have failed to agree to modify his employment agreement with Jennifer on terms and conditions and otherwise in form and substance satisfactory to Mengnu and entered into an amendment to such employment agreement as so modified with Jennifer; or the Bankruptcy Court shall not have approved such modifications or Jennifer shall not have assumed such employment agreement as so modified at or prior to the time of issuance of the Confirmation Order;

 

          xxix Ten days prior to the Confirmation Hearing Date Harley Greenfield and Jennifer shall have failed to agree to modify his employment agreement with Jennifer on terms and conditions and otherwise in form and substance satisfactory to Mengnu and entered into an amendment to such employment agreement as so modified with Jennifer; or the Bankruptcy Court shall not have approved such modifications or Jennifer shall not have assumed such employment agreement as so modified at or prior to the time of issuance of the Confirmation Order;

 

          xxx At any time after the date of this Agreement and prior to the Effective Date, Jennifer change the rate of compensation or terms of compensation (including, without limitation, terms providing for fringe benefits or termination benefits) of, or entered into any new contractual arrangements (other than new contractual arrangements with Rami Abada or Harley Greenfield in accordance with the immediately preceding clause xxviii or clause xxix of this Section 7, as applicable) with, or provide or agree to provide any new or additional employee benefits to, the employees (“Key Employees”) shown on the organization chart on page 8 of the Management Presentation dated June 2010 presented to Mengnu’s advisors by TM Capital without the prior written consent of Mengnu; or proposed any new employment contracts (other than in respect of Rami Abada or Harley Greenfield as aforesaid) or any new incentive compensation or other employee benefit plans, contracts or arrangements for any of the Key Employees either as part of the Plan of Reorganization or otherwise without the prior written consent of Mengnu;

          xxxi Ten days prior to the date of the hearing on the confirmation of the Plan of Reorganization, the termination date of Jennifer’s credit card processing agreement with Merrick Bank/Renaissance shall not have been extended by Merrick Bank/Renaissance to a date no earlier than thirteen months immediately following the date specified in the Disclosure Statement, or any amendment or supplement thereto, as the date proposed for confirmation of the Plan of Reorganization or Jennifer and Merrick Bank/Renaissance shall have failed to make such other changes thereto as regards the right to reserve and to withhold monies reserved and as to other matters as Mengnu shall reasonably request unless prior to that time Jennifer shall have obtained a binding agreement commitment from a new credit card processor in form and substance satisfactory to Mengnu to process credit card sales drafts with a stated expiry date no earlier than thirteen months immediately following such proposed date for confirmation of the Plan;

 

          xxxii At any time after the date of this Agreement and prior to the Effective Date, any of the Jennifer Companies shall assume or reject any store lease or a material contract or close any store or modify or amend the terms of or waive compliance with the terms of any store lease or material contract or enter into any new store lease or material contract unless Mengnu has been given reasonable notice in writing of such proposed action and has not reasonably objected thereto prior to the time such action is taken;

 

          xxxiii At any time after the date of this Agreement and prior to the Effective Date, Jennifer shall fail to timely file any report or other information required to be filed by it under the Securities Exchange Act of 1934 , as amended (“Exchange Act”) or any such report or other information so filed shall contain an untrue statement of material fact or omit to state a material fact necessary to be stated therein to make the statements made, in light of the circumstances under which they were made, not misleading or otherwise not be in compliance in any material respect with the applicable requirements of the Exchange Act or the rules and regulations of the Securities and Exchange Commission (“SEC”) under the Exchange Act;

 

          xxxiv At any time after the date of this Agreement and prior to the Effective Date, any of the Jennifer Companies shall fail to keep proper books of account in compliance with the applicable rules and regulations under the Exchange Act or fail to make full and correct entries of all its financial transactions and assets and liabilities;

 

          xxxv At any time after the date of this Agreement and prior to the Effective Date, any of the Jennifer Companies shall fail to be in compliance in all material respects with all laws, rules and regulations and orders of any court, arbitrator or other tribunal having jurisdiction applicable to it or any of its properties;

 

          xxxvi At any time after the date of this Agreement and prior to the Effective Date, (aa) any of the Jennifer Companies receives notice of or obtains any knowledge of any governmental or third party notices, complaints, investigations, hearings, orders, decrees or judgments (or communications indicating that any of the foregoing may be contemplated or threatened) concerning any actions, events , occurrences or conditions which could reasonably be anticipated to (x) have a Material Adverse Effect or (y) prevent or delay the timely consummation of the Restructuring, or (bb) Jennifer shall fail as promptly as reasonably practicable, and in any event within two (2) business days after receiving such notice or obtaining such knowledge to

notify Mengnu in writing and provide a statement of the facts with respect thereto to Mengnu;

 

          xxxvii At any time after the date of this Agreement and prior to the Effective Date, any of the Jennifer Companies shall, at any time during normal business hours, fails to (x) permit Mengnu and its representatives (including without limitation its financial and legal advisors, auditors, appraisers and any other consultants engaged by Mengnu) to visit its corporate offices and any of its store locations or other properties to examine and make copies of and extracts from the books, records, accounts and files of any of the Jennifer Companies and discuss the same with the officers and employees of any of the Jennifer Companies; or (y) provide to Mengnu and its representatives any information reasonably requested by Mengnu in writing, including, without limitation, any information requested in writing by Mengnu prior to the date of this Agreement and not theretofore provided;

 

          xxxviii Jennifer fails to observe or perform any obligations or condition to be performed or observed by it in accordance with any order of the Bankruptcy Court that has become final or which has not been stayed on appeal;

 

          xxxix At any time Mengnu believes, or has reason to believe, that the milestone specified in Section 7 ii (dd) cannot, or could not reasonably be expected to, be achieved within the time period specified and, after advising Jennifer to such effect and providing Jennifer with not less than five (5) days’ opportunity to consult with and discuss the same with Mengnu, Mengnu so notifies Jennifer; or

 

          xl Any subsidiary of Jennifer not included in the Petitions as a debtor filing a voluntary case under chapter 11 of the Bankruptcy Code shall not have been substantively consolidated with Jennifer and procedurally consolidated in the Chapter 11 Cases prior to or pursuant to the issuance of the Confirmation Order unless Mengnu shall expressly agree that such subsidiary need not be substantively and procedurally so consolidated."

Jennifer Convertibles, Inc.
417 Crossways Park Drive
Woodbury, NY 11797
Attn: Harley Greenfield
          Rami Abada
e-mail: ***@*** AND ***@***

 

     with a copy to

 

Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower

65 East 55th Street
New York, New York 10022-1106
Attn: Michael Fox, Esq.
          Jordanna Nadritch, Esq.
e-mail ***@*** AND
jnaditch ***@***

 

If to Mengnu:

 

Mengnu Group
101 Longxling Road
Economic Development Zone
Haining Zhejiang, 31440
Attn: Morris Zou
e-mail: ***@***

 

     with a copy to

 

Lawrence A. Darby, III
410 Park Avenue
Suite 1530
New York, New York 10022
e-mail: ***@***

 

     -and-

 

James Jiang
King & Wood
444 Madison Avenue
42d Floor
New York, New York 10022
e-mail: ***@***

     -and-

 

Neiger LLP
317 Madison Avenue, 21st Floor
New York, NY 10017
Attn: Edward E. Neiger, Esq.
e-mail: ***@***