Agreement and Plan of Reorganization among Guardian Acquisition Corporation, Triton-Eurasia Petroleum, Inc., and Shareholders

Summary

This agreement is between Guardian Acquisition Corporation, Triton-Eurasia Petroleum, Inc., and the shareholders of Triton-Eurasia. Guardian will acquire all outstanding shares of Triton-Eurasia from its shareholders in exchange for shares of Guardian’s common stock. The transaction is structured to qualify as a tax-free reorganization under U.S. law. The agreement outlines the exchange process, representations and warranties of Guardian, and the obligations of all parties to complete the transfer of shares. The closing can be adjusted by mutual agreement, and all necessary documents must be executed for the transaction to be finalized.

EX-10.1 3 doc2.txt EXHIBIT 10.1 AGREEMENT AND PLAN OF REORGANIZATION among GUARDIAN ACQUISITION CORPORATION, a Delaware corporation ("Guardian"), TRITON-EURASIA PETROLEUM, INC., a Canadian corporation ("Triton-Eurasia") and the persons listed in Exhibit A hereof (collectively the "Shareholders"), being the owners of record of all the issued and outstanding stock of Triton-Eurasia. Whereas, Guardian wishes to acquire and Shareholders wish to transfer all of the issued and outstanding securities of Triton-Eurasia in a transaction intended to qualify as a reorganization within the meaning of 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the Exchange). Now, therefore, Guardian, Triton-Eurasia, and the Shareholders adopt this plan of reorganization and agree as follows: 1. EXCHANGE OF STOCK 1.1. NUMBER OF SHARES. The Shareholders agree to transfer to Guardian at the Closing (defined below) the number of shares of common stock of Triton-Eurasia, no par value per share, shown opposite their names in Exhibit A, in exchange for an aggregate of 11,264,430 shares of voting common stock of Guardian, $ .0001 par value per share. 1.2. EXCHANGE OF CERTIFICATES. Each holder of an outstanding certificate or certificates theretofore representing shares of Triton-Eurasia common stock shall surrender such certificate(s) for cancellation to Guardian, and shall receive in exchange a certificate or certificates representing the number of full shares of Guardian common stock into which the shares of Triton-Eurasia common stock represented by the certificate or certificates so surrendered shall have been converted. The transfer of Triton-Eurasia shares by the Shareholders shall be effected by the delivery to Guardian at the Closing of certificates representing the transferred shares endorsed in blank or accompanied by stock powers executed in blank. 1.3. FRACTIONAL SHARES. Fractional shares of Guardian common stock shall not be issued, but in lieu thereof Guardian shall round up fractional shares to the next highest whole number. 1.4. FURTHER ASSURANCES. At the Closing and from time to time thereafter, the Shareholders shall execute such additional instruments and take such other action as Guardian may request in order more effectively to sell, transfer, and assign the transferred stock to Guardian and to confirm Guardian's title thereto. 2. CLOSING 2.1. MANNER. The Closing contemplated herein shall be held at the offices of the Exchange Agent provided for herein without requiring the meeting of the parties hereof. All proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed. The date of Closing may be accelerated or extended by agreement of the parties. 2.2. EXECUTION OF DOCUMENTS. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission required by this agreement or any signature required thereon may be used in lieu of an original writing or transmission or signature for any and all purposes for which the original could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission or original signature. 3. UNEXCHANGED CERTIFICATES. Until surrendered, each outstanding certificate that prior to the Closing represented Triton-Eurasia common stock shall be deemed for all purposes, other than the payment of dividends or other distributions, to evidence ownership of the number of shares of Guardian common stock into which it was converted. No dividend or other distribution shall be paid to the holders of certificates of Triton-Eurasia common stock until presented for exchange at which time any outstanding dividends or other distributions shall be paid. 4. REPRESENTATIONS AND WARRANTIES OF GUARDIAN Guardian represents and warrants as follows: 4.1. CORPORATE ORGANIZATION AND GOOD STANDING. Guardian is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification. 4.2. REPORTING COMPANY STATUS. Guardian has filed with the Securities and Exchange Commission a registration statement on Form 10-SB which became effective pursuant to the Securities Exchange Act of 1934 and is a reporting company pursuant to Section 12(g) thereunder. 4.3. REPORTING COMPANY FILINGS. Guardian has timely filed and is current on all reports required to be filed by it pursuant to Section 13 of the Securities Exchange Act of 1934. 4.4. CAPITALIZATION. Guardians authorized capital stock consists of 100,000,000 shares of common stock, $.0001 par value, of which 5,000,000 shares are issued and outstanding, and 20,000,000 shares of non-designated preferred stock of which no shares are designated or issued. 4.5. ISSUED STOCK. All the outstanding shares of its common stock are duly authorized and validly issued, fully paid and non-assessable. 4.6. STOCK RIGHTS. Except as may be set out by attached schedule, there are no stock grants, options, rights, warrants or other rights to purchase or obtain Guardian common or preferred stock issued or committed to be issued. 4.7. CORPORATE AUTHORITY. Guardian has all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this agreement and all other agreements and instruments related to this agreement. 4.8. AUTHORIZATION. Execution of this agreement has been duly authorized and approved by Guardian's board of directors. 4.9. SUBSIDIARIES. Except as may be set out by attached schedule, Guardian has no subsidiaries. 4.10. FINANCIAL STATEMENTS. Guardian's financial statements dated October 31, 1999, copies of which will have been delivered by Guardian to Triton-Eurasia prior to the Closing (the "Guardian Financial Statements"), fairly present the financial condition of Guardian as of the date therein and the results of its operations for the periods then ended in conformity with generally accepted accounting principles consistently applied. 4.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved against in the Guardian Financial Statements, Guardian did not have at that date any liabilities or obligations (secured, unsecured, contingent, or otherwise) of a nature customarily reflected in a corporate balance sheet prepared in accordance with generally accepted accounting principles. 4.12. NO MATERIAL CHANGES. Except as may be set out by attached schedule, there has been no material adverse change in the business, properties, or financial condition of Guardian since the date of the Guardian Financial Statements. 4.13. LITIGATION. Except as may be set out by attached schedule, there is not, to the knowledge of Guardian, any pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against Guardian or against any of its officers. 4.14. CONTRACTS. Except as may be set out by attached schedule, Guardian is not a party to any material contract not in the ordinary course of business that is to be performed in whole or in part at or after the date of this agreement. 4.15. TITLE. Except as may be set out by attached schedule, Guardian has good and marketable title to all the real property and good and valid title to all other property included in the Guardian Financial Statements. Except as set out in the balance sheet thereof, the properties of Guardian are not subject to any mortgage, encumbrance, or lien of any kind except minor encumbrances that do not materially interfere with the use of the property in the conduct of the business of Guardian. 4.16. TAX RETURNS. Except as may be set out by attached schedule, all required tax returns for federal, state, county, municipal, local, foreign and other taxes and assessments have been properly prepared and filed by Guardian for all years for which such returns are due unless an extension for filing any such return has been filed. Any and all federal, state, county, municipal, local, foreign and other taxes and assessments, including any and all interest, penalties and additions imposed with respect to such amounts have been paid or provided for. The provisions for federal and state taxes reflected in the Guardian Financial Statements are adequate to cover any such taxes that may be assessed against Guardian in respect of its business and its operations during the periods covered by the Guardian Financial Statements and all prior periods. 4.17. NO VIOLATION. Consummation of the Exchange will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation to which any property of Guardian is subject or by which Guardian is bound. 5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows: 5.1. TITLE TO SHARES. The Shareholders, and each of them, are the owners, free and clear of any liens and encumbrances, of the number of Triton-Eurasia shares which are listed in the attached Exhibit A and which they have contracted to exchange. 5.2. STOCK RIGHTS. No Shareholder owns or claims any stock grants, options, rights, warrants or other rights to purchase or obtain Triton-Eurasia's common or preferred stock. 5.3. ALL STOCK. Each Shareholder shall transfer herewith all common stock of Triton-Eurasia owned legally or beneficially by such Shareholder. 5.4. LITIGATION. There is no litigation or proceeding pending, or to each Shareholders knowledge threatened, against or relating to shares of Triton-Eurasia held by the Shareholders. 6. REPRESENTATIONS AND WARRANTIES OF TRITON-EURASIA Triton-Eurasia represents and warrants as follows: 6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Triton-Eurasia is a corporation duly organized, validly existing, and in good standing under the laws of Canada and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification. 6.2. CAPITALIZATION. Triton-Eurasia's authorized capital stock consists of an unlimited number of common stock, with no stated par value per share, of which 11,264,430 shares are issued and outstanding, and an unlimited number of shares of preferred stock, with no stated par value per share, of which no shares are issued and outstanding. 6.3. ISSUED STOCK. All the outstanding shares of its common stock are duly authorized and validly issued, fully paid and non-assessable. 6.4. STOCK RIGHTS. Except as may be set out by attached schedule, there are no stock grants, options, rights, warrants or other rights to purchase or obtain Triton-Eurasia common or preferred stock issued or committed to be issued. 6.5. CORPORATE AUTHORITY. Triton-Eurasia has all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this agreement and all other agreements and instruments related to this agreement. 6.6. AUTHORIZATION. Execution of this agreement has been duly authorized and approved by Triton-Eurasia's board of directors. 6.7. SUBSIDIARIES. Except as may be set out by attached schedule, Triton-Eurasia has no subsidiaries. 6.8. FINANCIAL STATEMENTS. Triton-Eurasia's financial statements dated as of January 27, 2000, copies of which will have been delivered by Triton- Eurasia to Guardian prior to the Exchange Date (the "Triton-Eurasia Financial Statements"), fairly present the financial condition of Triton- Eurasia as of the date therein and the results of its operations for the periods then ended in conformity with generally accepted accounting principles consistently applied. 6.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved against in the Triton-Eurasia Financial Statements, Triton-Eurasia did not have at that date any liabilities or obligations (secured, unsecured, contingent, or otherwise) of a nature customarily reflected in a corporate balance sheet prepared in accordance with generally accepted accounting principles. 6.10. NO MATERIAL CHANGES. Except as may be set out by attached schedule, there has been no material adverse change in the business, properties, or financial condition of Triton-Eurasia since the date of the Triton-Eurasia Financial Statements. 6.11. LITIGATION. Except as may be set out by attached schedule, there is not, to the knowledge of Triton-Eurasia, any pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against Triton-Eurasia or against any of its officers. 6.12. CONTRACTS. Except as may be set out by attached schedule, Triton-Eurasia is not a party to any material contract not in the ordinary course of business that is to be performed in whole or in part at or after the date of this agreement. 6.13. TITLE. Except as may be set out by attached schedule, Triton-Eurasia has good and marketable title to all the real property and good and valid title to all other property included in the Triton-Eurasia Financial Statements. Except as set out in the balance sheet thereof, the properties of Triton-Eurasia are not subject to any mortgage, encumbrance, or lien of any kind except minor encumbrances that do not materially interfere with the use of the property in the conduct of the business of Triton-Eurasia. 6.14. TAX RETURNS. Except as may be set out by attached schedule, all required tax returns for federal, state, county, municipal, local, foreign and other taxes and assessments have been properly prepared and filed by Triton-Eurasia for all years for which such returns are due unless an extension for filing any such return has been filed. Any and all federal, state, county, municipal, local, foreign and other taxes and assessments, including any and all interest, penalties and additions imposed with respect to such amounts have been paid or provided for. The provisions for federal and state taxes reflected in the Triton-Eurasia Financial Statements are adequate to cover any such taxes that may be assessed against Triton-Eurasia in respect of its business and its operations during the periods covered by the Triton-Eurasia Financial Statements and all prior periods. 6.15. NO VIOLATION. Consummation of the Exchange will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation to which any property of Triton-Eurasia is subject or by which Triton-Eurasia is bound. 7. CONDUCT PENDING THE CLOSING Guardian, Triton-Eurasia and the Shareholders covenant that between the date of this agreement and the Closing as to each of them: 7.1. No change will be made in the charter documents, by-laws, or other corporate documents of Guardian or Triton-Eurasia. 7.2. Triton-Eurasia and Guardian will use their best efforts to maintain and preserve their business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business. 7.3. None of the Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the Triton-Eurasia shares of common stock owned by them. 8. CONDITIONS PRECEDENT TO OBLIGATION OF TRITON-EURASIA AND THE SHAREHOLDERS Triton-Eurasia's and the Shareholder's obligation to consummate the Exchange shall be subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing or by acceptance of Triton-Eurasia's shares by the Guardian: 8.1. GUARDIAN'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Guardian set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby. 8.2. GUARDIAN'S COVENANTS. Guardian shall have performed all covenants required by this agreement to be performed by it on or before the Closing. 8.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the board of directors of Guardian. 8.4. SUPPORTING DOCUMENTS OF GUARDIAN. Guardian shall have delivered to Triton-Eurasia and the Shareholders supporting documents in form and substance reasonably satisfactory to Triton-Eurasia and the Shareholders, to the effect that: (a) Guardian is a corporation duly organized, validly existing, and in good standing; (b) Guardian's authorized capital stock is as set forth herein; (c) Certified copies of the resolutions of the board of directors of Guardian authorizing the execution of this agreement and the consummation hereof; (d) Secretary's certificate of incumbency of the officers and directors of Guardian; (e) Guardians Financial Statements and unaudited financial statement from the date of Guardian's Financial Statements to close of most recent fiscal quarter; and (f) Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein. 9. CONDITIONS PRECEDENT TO OBLIGATION OF GUARDIAN Guardian's obligation to consummate the Exchange shall be subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing or by acceptance of Guardians shares by Shareholders: 9.1. TRITON-EURASIA'S AND THE SHAREHOLDER'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Triton-Eurasia and the Shareholders set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby. 9.2. TRITON-EURASIA'S AND THE SHAREHOLDERS' COVENANTS. Triton-Eurasia and the Shareholders shall have performed all covenants required by this agreement to be performed by them on or before the Closing. 9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the board of directors of Triton-Eurasia. 9.4. SHAREHOLDER EXECUTION. This Agreement shall have been executed by all the Shareholders. 9.5. SUPPORTING DOCUMENTS OF TRITON-EURASIA. Triton-Eurasia shall have delivered to Guardian supporting documents in form and substance reasonably satisfactory to Guardian to the effect that: (a) Triton-Eurasia is a corporation duly organized, validly existing, and in good standing; (b) Triton-Eurasia's capital stock is as set forth herein; (c) Certified copies of the resolutions of the board of directors of Triton-Eurasia authorizing the execution of this agreement and the consummation hereof; (d) Secretary's certificate of incumbency of the officers and directors of Triton-Eurasia; (e) Triton-Eurasia's Financial Statements and unaudited financial statements for the period from the date of the Triton-Eurasia's Financial Statements to the close of the most recent fiscal quarter; and (f) Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein. 10. SHAREHOLDER'S REPRESENTATIVE. The Shareholders hereby irrevocably designate and appoint Darren Katicas their agent and attorney in fact ("Shareholders' Representative") with full power and authority until the Closing to execute, deliver, and receive on their behalf all notices, requests, and other communications hereunder; to fix and alter on their behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this agreement, and to take such other action on their behalf in connection with this agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem appropriate. 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of Triton-Eurasia, the Shareholders and Guardian set out herein shall survive the Closing. 12. ARBITRATION 12.1. SCOPE. The parties hereby agree that any and all claims (except only for requests for injunctive or other equitable relief) whether existing now, in the past or in the future as to which the parties or any affiliates may be adverse parties, and whether arising out of this agreement or from any other cause, will be resolved by arbitration before the American Arbitration Association within the District of Columbia. 12.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties hereby irrevocably consent to the jurisdiction of the American Arbitration Association and the situs of the arbitration (and any requests for injunctive or other equitable relief) within the District of Columbia. Any award in arbitration may be entered in any domestic or foreign court having jurisdiction over the enforcement of such awards. 12.3. APPLICABLE LAW. The law applicable to the arbitration and this agreement shall be that of the State of Delaware, determined without regard to its provisions which would otherwise apply to a question of conflict of laws. 12.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its discretion, allow the parties to make reasonable disclosure and discovery in regard to any matters which are the subject of the arbitration and to compel compliance with such disclosure and discovery order. The arbitrator may order the parties to comply with all or any of the disclosure and discovery provisions of the Federal Rules of Civil Procedure, as they then exist, as may be modified by the arbitrator consistent with the desire to simplify the conduct and minimize the expense of the arbitration. 12.5. RULES OF LAW. Regardless of any practices of arbitration to the contrary, the arbitrator will apply the rules of contract and other law of the jurisdiction whose law applies to the arbitration so that the decision of the arbitrator will be, as much as possible, the same as if the dispute had been determined by a court of competent jurisdiction. 12.6. FINALITY AND FEES. Any award or decision by the American Arbitration Association shall be final, binding and non-appealable except as to errors of law or the failure of the arbitrator to adhere to the arbitration provisions contained in this agreement. Each party to the arbitration shall pay its own costs and counsel fees except as specifically provided otherwise in this agreement. 12.7. MEASURE OF DAMAGES. In any adverse action, the parties shall restrict themselves to claims for compensatory damages and\or securities issued or to be issued and no claims shall be made by any party or affiliate for lost profits, punitive or multiple damages. 12.8. COVENANT NOT TO SUE. The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party. 12.9. INTENTION. It is the intention of the parties and their affiliates that all disputes of any nature between them, whenever arising, whether in regard to this agreement or any other matter, from whatever cause, based on whatever law, rule or regulation, whether statutory or common law, and however characterized, be decided by arbitration as provided herein and that no party or affiliate be required to litigate in any other forum any disputes or other matters except for requests for injunctive or equitable relief. This agreement shall be interpreted in conformance with this stated intent of the parties and their affiliates. 12.10. SURVIVAL. The provisions for arbitration contained herein shall survive the termination of this agreement for any reason. 13. GENERAL PROVISIONS. 13.1. FURTHER ASSURANCES. From time to time, each party will execute such additional instruments and take such actions as may be reasonably required to carry out the intent and purposes of this agreement. 13.2. WAIVER. Any failure on the part of either party hereto to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the party to whom such compliance is owed. 13.3. BROKERS. Each party agrees to indemnify and hold harmless the other party against any fee, loss, or expense arising out of claims by brokers or finders employed or alleged to have been employed by the indemnifying party. 13.4. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class certified mail, return receipt requested, or recognized commercial courier service, as follows: If to Guardian, to: Guardian Corporation 1504 R Street, N.W. Washington, D.C. 20009 If to Triton-Eurasia, to: Triton-Eurasia Petroleum, Inc. c/o Lazare Potter Giacovas Kranjac LLP Attorneys at Law 950 Third Avenue New York, New York 10022 Attn: Mr. Mario Kranjac If to the Shareholders, to: If to the Exchange Agent, to: Pierce Mill Associates, Inc. 1504 R Street, N.W. Washington, D.C. 20009 13.5. GOVERNING LAW. This agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. 13.6. ASSIGNMENT. This agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided, however, that any assignment by any party of its rights under this agreement without the written consent of each other party shall be void. 13.7. COUNTERPARTS. This agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures sent by facsimile transmission shall be deemed to be evidence of the original execution thereof. 13.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent shall be Pierce Mill Associates, Inc., Washington, D.C. The Closing shall take place upon the fulfillment by each party of all the conditions of the Closing required herein, but not later than 15 days following execution of this agreement unless extended by mutual consent of the parties. 13.9. REVIEW OF AGREEMENT. Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement. 13.10. EFFECTIVE DATE. This effective date of this agreement shall be August 8, 2000. SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION AMONG GUARDIAN, TRITON-EURASIA AND THE SHAREHOLDERS OF TRITON-EURASIA IN WITNESS WHEREOF, the parties have executed this agreement. GUARDIAN ACQUISITION CORPORATION By: /S/James Cassidy ----------------- TRITON-EURASIA PETROLEUM, INC. By; /s/ Darren Katic ----------------- SHAREHOLDERS: /s/740795 Alberta Ltd. - --------------------- /s/Baronosky-Otte, M. - ------------------- /s/Davis, Potter - -------------- /s/Dawson, Brian P. - ------------------ /s/Duran, Brigitte - ---------------- /s/Earn, Don - ---------- /s/Eckenswiller, Morris - --------------------- /s/Global Holding for Energy & Lend Lease - -------------------------------------------- /s/Gluzman, Aaron - --------------- /s/Kahn, Stephen - -------------- /s/Kassam, Nadir - -------------- /s/Katic, Darren - -------------- /s/Katic, Vladamir - ------------------- /s/Mailot, Bernard, & Mailot, Theresa - -------------------------------------- /s/Mailot, Cory & Mailot, Bernard - ---------------------------------- /s/Manhattan Capital Ltd. - ------------------------ /s/McDermid, Goepel - ----------------- /s/McNeil, Gerry - -------------- /s/Rashid, Arif - ------------- /s/Rashid, Karim - -------------- /s/Rashid, Zulfikar, held by Merrill Lynch - -------------------------------------------- /s/Reinhart, Eric - --------------- /s/Rhemutulla, Diamond - -------------------- /s/Royle, Peggy S. - ----------------- /s/Scanner Investments Inc. - -------------------------- /s/Scott, Evens - ------------- /s/Shoarinejad, Arash - ------------------- /s/Spitz, Gary K, & Spitz, Cherl - ---------------------------------- /s/Thomson, Daniel H. - -------------------- /s/Thunderbird Mouldings Company - ------------------------------- /s/Velji, Alnoor & Azmina - ------------------------- /s/Walli, Nishi - -------------