FILED: NEW YORK COUNTY CLERK 03/23/ :12 PM INDEX NO /2014 NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 03/23/2015

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1 FILED: NEW YORK COUNTY CLERK 03/23/ :12 PM INDEX NO /2014 NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 03/23/ THE SHELBY MODELL 2003 TRUST NO.1 This Agreement of Trust made and delivered as of the 22 day of April, 2003, between SHELBY MODELL (the "Grantor") and CHARLES A. LUBITZ and MARTIN L. EDELMAN (the "Trustees") W I T N E S S E T H: In consideration of the promises hereinafter made and other good and valuable consideration, the parties hereto agree as follows: FIRST The Grantor does by these presents deliver, assign, transfer, and set over to the Trustees all of her right, title, and interest in and to the property set forth in Schedule A annexed hereto and made a part hereof, to be held in trust, and to receive the income and proceeds therefrom as and when they are received or become due and payable and are paid, for the purposes and on the conditions set forth hereafter. The Grantor reserves the right to transfer additional property to this trust from time to time which, upon delivery to the Trustees, shall be held by the Trustees in accordance with and subject to all the terms and conditions of this Trust Agreement. The Trustees hereby acknowledge receipt of the property set forth in Schedule A and agree to hold all of such property, together with any other property which may hereafter be delivered to them by the Grantor or any other person, and the proceeds of any of the foregoing (all of which are hereinafter sometimes collectively referred to as the "Trust Property"), for the uses and purposes hereinafter specified. 100/145

2 SECOND A. During the Grantor s lifetime, the Trustees are authorized to use any cash or other property received, including the trust income, to pay premiums on life insurance policies held in trust and any interest for loans on such policies. The Trustees may pay to, or apply for the use of, the Grantor s daughter, LESLIE MODELL, and her issue in any degree, and in such amounts as to each, so much or all of the excess income and principal as the Trustees in the exercise of discretion from time to time deem advisable and any undistributed trust income annually shall be added to principal. During the Grantor s lifetime the Trustees, in the exercise of discretion as-they from time to time deem advisable, may add income beneficiaries other than the Grantor and her husband to this trust and therefore may pay to, or apply for the use of, in addition to the aforesaid, any of the issue of her sons, Mitchell Modell and Michael Modell, in any degree and in such amounts as to those selected, undistributed excess income. The power to pay or apply principal shall be subordinate to the exercise or deemed exercise of a power of withdrawal under Subparagraph B hereof. B. The power to withdraw from this trust is hereby created as follows: During the Grantor s lifetime, each of her daughter, her daughter s issue, and the Grantor s other issue, whenever born (hereafter "power Holder"), shall have the continuing power to withdraw an amount determined from time to time as hereinafter specified. Each Power Holder shall have the power to withdraw that person s pro-rata share of any direct and indirect, actual and deemed transfers made to the trust, and shall be considered to share equally for purposes of this Subparagraph B in all such transfers of property or assets to the trust, provided that the amount with respect to each Power Holder shall not exceed the maximum amount excludible from the taxable gifts of a donor to the trust in each year to any donee under 2503(b) of the Internal Revenue Code, taking into account 2513 of the Code, if applicable, and / 145

3 any additions to the trust with respect to any donor in excess of such amount shall not be subject to any power of withdrawal; such amount with respect to any Power Holder is hereafter referred to as a Power Holder s Share." 2. Notwithstanding the provisions of Subparagraph A hereof, in the calendar year in which the trust is first funded, each of the Power Holders then living shall have the power, in her or his sole discretion, commencing with such funding, to withdraw property then belonging to the principal of the trust having a value equal to such Power Holder s Share of such property. If an addition is made by the Grantor or another person to the trust in any subsequent calendar year, each of the Power Holders living on the date of the addition shall have the power, in his or her sole discretion, commencing with the date of addition, to withdraw property then belonging to the principal of the trust (including the property constituting the addition) having a value equal at the -time of withdrawal to the Power Holder s Share of the addition. On the later to occur of (a) December 31 of each year commencing with the year this trust is first funded, or (b) thirty (30) days after the issuance of a notice by the Trustees pursuant to Subparagraph (7), below, with respect to an addition made to the trust in each year, the amount subject to the power of withdrawal with respect to each Power Holder shall lapse to the extent of the greater of five thousand dollars ($5,000) or (ii) five percent (5%) of the then value of the principal of the trust divided by the then number of Power Holders; the amount, if any, with respect to each Power Holder subject to such power after such lapse and not withdrawn, shall be held in further trust and be administered in accordance with the terms of this trust. 3. Notwithstanding the provisions of this Paragraph SECOND and Paragraph FOURTH hereof, upon the termination of the trust under this Paragraph SECOND any power of withdrawal then in effect for any Power Holder shall continue in effect with respect to / 145

4 the trust held under Paragraph FOURTH to which such Power Holder is a beneficiary to whom the Trustee may pay income or principal. 4. Notwithstanding any previous provision to the contrary, on the death of a Power Holder, the entire amount subject to such Power Holder s power shall lapse, regardless of whether such power is included in the estate of such Power Holder for estate tax purposes. 5. Notwithstanding any previous provision to the contrary, if upon the termination of any power of withdrawal a Power Holder would be deemed to have made a taxable gift for federal gift tax purposes such power shall continue in existence with respect to the amount that would have been a taxable gift except to the extent it shall thereafter terminate as provided in this Subparagraph. Such power shall terminate as soon as and to the extent that such termination shall not result in a taxable gift by such Power Holder. 6. In creating this power it is the intent of the Grantor to create a power of withdrawal which will qualify any transfer or deemed contribution of property to this trust as a transfer or contribution of a present interest under Section 2503(b) of the Internal Revenue Code. 7. Each Power Holder shall be promptly advised in writing by the Trustees of all contributions, whether direct, indirect, actual or deemed, that are made to this trust. If payment of premiums on a policy of insurance is the contribution giving rise to such withdrawal right, the Trustees are authorized to furnish a notice of those premium payments on an annual basis. Each such withdrawal right shall be exercisable only by a written instrument executed by the Power Holder and delivered to the Trustees. Upon receipt of a written request for withdrawal, the Trustees shall make distribution within thirty (30) days thereafter / 145

5 a. If the Power Holder is then under a legal disability, then notice of such right shall be to and the exercise of such right shall be by such Power Holder s legal, natural, or general guardian other than a Grantor, or if none, such individual other than the Grantor designated by the Trustees by signed written instrument to receive notice and exercise such rights in a fiduciary capacity on behalf of such Power Holder. b. The Trustees, in the exercise of discretion, may fund such withdrawals by distributing cash or other property, or by borrowing. The Trustees election as to the form and source of payment shall be final and binding on the beneficiary. Upon the death of the Grantor, the Trustees shall dispose of the Trust Property as follows: A. The Trustees shall pay Two Million Dollars ($2,000,000) to the Grantor s daughter, LESLIE MODELL, if she is then living. B. If the Grantor s daughter, LESLIE MODELL, survives the Grantor, the Trustees shall hold the balance, if any, of the principal of the Trust Property in further trust for the following purposes: The Trustees shall pay to, or apply for the use of, the Grantor s daughter the net income at least quarter-annually. 2. The Trustees may pay or apply so much of the trust principal, including the whole thereof, to or for the use of the Grantor s daughter as the Trustees in the exercise of discretion may from time to time deem advisable. 3. No part of the income or principal of this trust shall be alienable or assignable or subject to anticipation by the beneficiary, nor shall it be subject to garnishment, attachment or other legal or equitable proceedings for the benefit of any creditor of the -5-

6 beneficiary while in the hands of the Trustees before distribution or payment thereof to the beneficiary. 4. On the death of the Grantor s daughter the Trustees shall pay the then principal of this trust to the Grantor s daughter s then living issue, per stirpes, subject to the provisions of Paragraph FOURTH. C. If the Grantor s daughter does not survive the Grantor, the Trustees shall pay the trust principal to the Grantor s daughter s then living issue, per stirpes, subject to the provisions of Paragraph FOURTH. FOURTH Any share of the Trust Property or of any trust created hereunder to which the Grantor s granddaughter, SHAWN MODELL, becomes entitled prior to attaining the age of forty-five (45) years (the "beneficiary") shall not vest in the beneficiary, but shall be held by the Trustees, IN TRUST, for the benefit of the beneficiary for the following purposes: A. The Trustees shall pay to, or apply for the use of, the beneficiary all of the net income at least annually. B. At any time or times during the continuance of this trust, the Trustees may pay to, or apply for the use of, the beneficiary so much of the principal, including the whole thereof, as the Trustees in the exercise of discretion may from time to time deem advisable. C. Upon the beneficiary s attaining the age of thirty-five (3 5) years, the Trustees shall pay one-third (1/3) of the then principal of the trust to the beneficiary, upon the beneficiary attaining the age of forty (40) years, the Trustees shall pay one-half (1/2) of the then principal of the trust to the beneficiary, and the Trustees shall pay the balance of the principal to the beneficiary upon attaining the age of forty-five (45) years. 105/145

7 D. If the beneficiary dies before attaining the age of forty-five (45) years, the then principal of the trust shall be paid to the beneficiary s then living issue, per stirpes, or if the beneficiary has no such issue, then to the Grantor s then living issue, per stirpes. B. If at the time any property is added to the trust hereunder the beneficiary already has attained, an age at which a distribution from the trust is required, the percentage of such property which would have been distributed to the beneficiary at such age shall be distributed to the beneficiary as soon as practicable after such property is added to the trust. F. Notwithstanding any provision in this Agreement to the contrary, each trust created herein, if not previously terminated, shall terminate on the twenty-first anniversary of the death of the last survivor of the Grantor s parents issue in being on the date of execution of this Agreement and thereupon the principal shall be distributed to the person then eligible to receive the income of such trust. II. Any share of the Trust Property or of any trust created hereunder to which any person other than the Grantor s granddaughter, SHAWN MODELL, becomes entitled prior to attaining the age of thirty (30) years (the "beneficiary") shall not vest in the beneficiary, but shall be held by the Trustees,, IN TRUST, for the benefit of the beneficiary for the following purposes: A. Until the beneficiary attains the age of twenty-one (21) years, the Trustees shall pay to, or apply for the use of, the beneficiary so much of the net income as the Trustees in the exercise of discretion from time to time deem advisable and annually shall add to principal any income not so paid. B. Upon the beneficiary s attaining the age of twenty-one (21) years, the Trustees shall pay to, or apply for the use of, the beneficiary all of the net income at least annually /145

8 C. At any time or times during the continuance of this trust, the Trustees may pay to, or apply for the use of, the beneficiary so much of the principal, including the whole thereof, as the Trustees deem advisable for the beneficiary to maintain the beneficiary s usual and normal standard of living, including summer camps, private lessons (such as piano, ballet and sports lessons), a wedding, a reasonable automobile, and setting up a business or profession, to pay the costs of the beneficiary s education (including private schools, colleges, and graduate schools) and to meet the costs of any emergency affecting the beneficiary, including but not limited to illness or accident. D. Upon the beneficiary s attaining the age of twenty-five (25) years, the Trustees shall pay one-half (1/2) of the then principal of the trust to the beneficiary, and the Trustees shall pay the balance of the principal to the beneficiary upon attaining the age of thirty (30) years. E. If the beneficiary dies before attaining the age of thirty (30) years, the then principal of the trust shall be paid to the beneficiary s then living issue, per stirpes, or if the beneficiary has no such issue, then to the then living issue, per stirpes, of the beneficiary s nearest ancestor who was a descendant of the Grantor, or if none then to the Grantor s then living issue, per stirpes. F. If at the time any property is added to the trust hereunder the beneficiary already has attained an age at which a distribution from the trust is required, the percentage of such property which would have been distributed to the beneficiary at such age shall be distributed to the beneficiary as soon as practicable after such property is added to the trust. G. Notwithstanding any provision in this Agreement to the contrary, each trust created herein, if not previously terminated, shall terminate on the twenty-first anniversary of the death of the last survivor of the Grantor s parents issue in being on the date of execution of /145

9 this Agreement and thereupon the principal shall be distributed to the person then eligible to receive the income of such trust. III. If a subsequent beneficiaiy of any trust hereunder and under Paragraph THIRD and the preceding beneficiary of such trust die under such circumstances that there is no sufficient evidence of the order of their deaths, then the principal of such trust shall be disposed of as if such preceding beneficiary had survived such subsequent beneficiary. FIFTH The Grantor has created this trust for the purpose of providing a fund for the benefit of the named beneficiaries as herein provided. It is the Grantor s intention to transfer the entire ownership interest in all assets transferred to the Trustees herein named. Insurance companies which issue policies of insurance to the Trustees are hereby authorized and directed to recognize the Trustees as absolute owner of such policies of insurance and as fully entitled to all options, rights, privileges and interests under such policies, and any receipts, releases and other instruments executed by the Trustees in connection with such policies shall be binding and conclusive upon the insurance companies and upon all persons interested in this trust. Further, the Grantor hereby disclaims any interest in this trust which may at any time be attributed to the Grantor. SIXTH The Trustees shall have the power and the authority to apply for insurance on the life of the Grantor or others, in amounts and under terms which the Trustees, in the exercise of discretion, deem advisable and proper. If at any time life insurance policies are held in this trust, then with regard to such policies the Trustees shall be under no obligation to pay the premiums which may become due and payable, or to make certain that such premiums are paid by the Grantor or others, or to notify any persons of the non-payment of such premiums, and the 108/145

10 Trustees shall be under no responsibility or liability of any kind in case such premiums are not paid, except that the Trustees, in the exercise of discretion, are authorized to apply any dividends received by them on such policies to the payment of premiums thereon and to pay any premiums on such policies and any interest for the loans thereon, if any. Upon notice at any time during the continuance of this trust that the premiums due upon such policies are in default, or that premiums to become due will not be paid, either by the Grantor or by any other person, the Trustees, in the exercise of discretion, may apply any cash values attributable to such policies to the purchase of paid-up insurance or of extended insurance, or may borrow upon such policies for the payment of premiums due thereon, or may accept the cash values of such policies upon their forfeiture. If the insured under such policies of insurance becomes totally and permanently disabled, within the meaning of such policies, and because thereof the payment of premiums, or any of them, shall, during the pendency of such disability, be waived, the Trustees, upon receipt of such knowledge, shall notify the insurance companies which have issued such policies, and shall take any and all steps necessary to make such waiver of premium provision effective. SEVENTH The Trustees shall be under no obligation or duty whatever with respect to such policies of insurance, except with respect to the safekeeping of such policies and the power to receive such sums as maybe paid to the Trustees, in accordance with the requirements of this Agreement, by the companies issuing such policies, and to hold and disburse such proceeds subject to the terms of this Agreement. Upon the death of the insured, the Trustees shall make reasonable efforts to carry out the provisions of this Agreement, including the maintenance or defense of any suit, provided, however, that the Trustees shall be under no duty to maintain or enter into any litigation unless the expenses, including counsel fees and costs, have been advanced or guaranteed in an amount and in a manner reasonably satisfactory to them. The _10-109/145

11 Trustees may repay any advances made by them or reimburse themselves for any such fees and costs out of any corpus or income of this trust. EIGHTH After the death of the Grantor, the Trustees are permitted at any time and from time to time to apply so much or all of the principal of the trusts under Paragraphs THIRD and FOURTH I. to or for the use of the Grantor s daughter and granddaughter as the Trustees in the exercise of discretion may deem advisable. In exercising this discretion, the Trustees need not take into account any other income or property of the Grantor s daughter and granddaughter. Any decision of the Trustees with respect to the exercise of any discretionary powers hereunder shall fully protect the Trustees and shall be binding and conclusive upon all persons interested in any trust hereunder. NINTH During the Grantor s lifetime the Grantor shall pay on behalf of the trust Federal and State income taxes incurred by the trust on its income, both ordinary income and capital gains. The Grantor shall pay these amounts of taxes at such time or times, as the Trustees may from time to time in writing request as payments are required to pay such taxes. The determination of the Trustees as to the amounts payable hereunder shall be conclusive on the Grantor. TENTH A. If CHARLES A. LUBITZ or MARTIN L. EDELMAN for any reason at any time ceases to act as a Trustee hereunder, then SUSAN M. LUBITZ is hereby appointed to act as Trustee in his place. If at any time there is only one Trustee acting hereunder and there is no nominated successor eligible and available to act, the Grantor authorizes such Trustee, by a duly acknowledged instrument, to nominate and appoint another individual or a bank or trust /145

12 company as a successor or additional Trustee hereunder, effective at such time as is specified in the instrument of appointment. In no event shall the Grantor or her husband be appointed or serve as a Trustee hereunder. B. A Trustee may resign by giving notice to take effect on the date specified in said notice, except that if the resigning Trustee is the last acting Trustee, such resignation shall not be effective until a successor is designated and such successor qualifies to act. A Trustee may resign or qualify only by a written instrument mailed or delivered to a Trustee then acting, if any, or if there is no Trustee acting, to any person then eligible to receive the income or principal of the trust. C. 1. No individual who is both a Trustee and a beneficiary of any trust hereunder shall participate in the exercise of any power to make discretionary distributions to such Trustee or to make discretionary allocations in such Trustee s own favor of receipts or expenses as between principal and income. 2. No Trustee at any time acting hereunder shall have the power to apply the income or principal of any trust so as to discharge such Trustee s legal obligation of support. 3. in any trust in which an individual is both a Trustee and a presumptive remainderman, the authority of such Trustee to invade the trust for the benefit of any person then eligible to receive discretionary distributions from such trust shall be limited to invasion for the beneficiary to maintain the beneficiary s usual and normal standard of living, to pay the costs of the beneficiary s education (including private schools, colleges, and graduate schools) and to meet the costs of any emergency affecting the beneficiary, including but not limited to illness or accident /145

13 D. No Trustee shall be required to furnish any bond for the faithful performance of fiduciary duties hereunder. E. Each successor or additional Trustee at any time acting hereunder shall be vested with the same powers as the Trustees originally named herein. F. No Trustee acting hereunder shall be liable for any act, omission, or default of any other Trustee. G. The Trustees may delegate to either one of them the right to sign checks on any account maintained by them. ELEVENTH The Trustees shall have the following powers and rights in addition to those granted by other provisions hereof or by law: A. To receive, hold and administer under this Trust Agreement any and all cash, securities or other property which the Grantor or any other person may deliver, transfer or assign to them as such Trustees, provided, that in the case of a trust qualifying for the marital deduction the Trustees shall have no power to retain non-income producing property without the consent of the Grantor s husband. B. To continue to hold any and all of the property herewith or hereafter delivered, transferred or assigned to the Trustees in the form in which it is received by them; to hold uninvested cash or monies on deposit whenever in the discretion of the Trustees it is deemed advisable for the preservation of principal and to invest and reinvest the Trust Property in such securities or other property as the Trustees deem advisable, not limited to investments prescribed by the laws of any State for the investment of trust funds, provided, that in the case of a trust qualifying for the marital deduction the Trustees shall have no power to invest in or retain non-income producing property without the consent of the Grantor s husband /145

14 518/2003 C. To sell and dispose of the real and personal property which may at any time constitute part of the Trust Property, at public of private sale, at such time, in such manner, at such prices (but only for an adequate consideration), upon such terms and for cash or on credit, as the Trustees, in the exercise of discretion, shall deem proper; to exchange, partition, mortgage and improve any such property; to lease the same for such term or terms as they may deem advisable, irrespective of the provisions of any statute or the termination of the trust; and to abandon any property if they deem such abandonment advisable. D. To become a party to any plan or agreement of reorganization, consolidation, merger or other capital readjustment of any corporation, any securities of which may at any time be held or administered hereunder and to join in any protective committee agreement relating thereto, to make payment from principal of any charges or assessments imposed by the terms of any such plan or agreement, and to receive and hold any property allotted thereto by reason of such participation. E. To exercise conversion or subscription rights appurtenant to any securities held hereunder and to use such portion of principal as may be necessary therefor or in his discretion to sell any such rights. F. To compromise, settle or submit to arbitration on such terms as in the exercise of discretion may seem advisable any claim in favor of or against the Trust Property. G. To hold securities in the name of a nominee, or to hold securities in bearer form. H. To borrow or lend money for such periods of time and for such purposes as they shall deem advisable, and to secure such loans by the pledge or hypothecation of any property held hereunder, except that the Trustees may lend money to the Grantor and the Grantor s husband without adequate securmty: V 113/145

15 I. To retain attorneys, accountants, brokers and other agents who may be firms with which the Trustees hereunder are associated, and to retain an investment counselor and a bank or trust company to furnish investment and custodial services and the cost thereof shall be charged to the Trust Property. J. To combine the trust with any other trust, whether created by the Grantor or another person, if the terms of the trusts are substantially the same and the Trustees are the same. TWELFTH A. The Trustees are excused from any duty of rendering annual accounts of the trust under oath, or otherwise, to any Court having jurisdiction of the Trust Property, provided, however, that they shall have the right to have their accounts judicially settled at any time that they deem such settlement desirable. B. No part of the income or principal of any trust hereunder shall be alienable or assignable or subject to anticipation by a beneficiary, nor shall it be subject to garnishment, attachment or other legal or equitable proceedings for the benefit of any creditor of a beneficiary while in the hands of the Trustees before distribution or payment thereof to such beneficiary. THIRTEENTH A. The trust hereby created shall be deemed a New York trust and shall be construed according to the laws of the State of New York. The Trustees are authorized to keep any or all trust assets in New York or in any other jurisdiction which they may deem expedient. B. If in any proceeding any party to such proceeding is a person under a disability, service of process in such proceeding shall not be required upon such person under a disability if there is another person, not under a disability, who is a party to the proceeding and who has the same interest as the person under a disability /145

16 FOURTEENTH A. Unless the context otherwise requires, the use of the masculine and feminine shall be interchangeable, and the use of the singular and plural shall be interchangeable. B. If the Trustees receive actual notice from either of the Grantor or the personal representatives of her estate that any part of a Grantor s GST exemption (provided for in Section 2631(a) of the Code) will be or has been allocated to any trust created hereunder (referred to. herein as "GST Trust"), and if after such -allocation the inclusion ratio of such trust for generation-skipping transfer tax purposes would not be zero (0), then the Trustees may, but shall not be required to, establish two separate trusts, each to be administered in accordance with the provisions applicable to the GST Trust, with one trust having an inclusion ratio of one (1) and the other trust having an inclusion ratio of zero (0). Assets that would have constituted the GST Trust shall be allocated between the two separate trusts and shall have terms identical to the GST Trust, except that in determining the amount of any discretionary or mandatory principal distributions form such trusts, the Trustees should keep in mind the fact that one such trust is exempt from generation-skipping transfer tax, and the Trustees shall be authorized to fund such withdrawal or make such distribution disproportionately from such trusts, or all from one such trust. C. All references in this Trust Agreement to provisions of Federal tax law shall mean and refer to such provisions of the Internal Revenue Code of 1986, as amended from time to time, or such other statutory provisions as correspond thereto from time to time. FIFTEENTH The Grantor or any other person at any time and from time to time may increase the Trust Property by delivering property to the Trustees, or by having the proceeds of insurance policies or other benefits made payable to the Trustees, or by bequest or devise by Will /145

17 SIXTEENTH This Trust Agreement and the trusts created hereunder may not be revoked, amended, or modified. SEVENTEENTH This Trust Agreement and the trusts created hereunder may be known as "THE SHELBY MODELL 2003 TRUST NO. 1." IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, all as of the day and year above written. L -SHELBY MO ELL, Grantor I: /145

18 518/2003 STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) On the j?_ day of 1211, 2003, before me, the undersigned, a Notary Public in and for said State, persoiiall3ropeared SHELBY MODELL, personally known to me or proved to me on the basis of satisfactoy evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. PETER L. KLAUSNER Notary Public, State Of New York No NEW York Co. Term Expires August 31, 2005 STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) On the,3 day of \- -.-, 2003, before me, the undersigned, a Notary Public in and for said State, personally-øppeared MARTEN L. EDELMAN, 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 Puc ILAN A. LERMAN, ESQ. Notary Public, State of New York No Qualified in New York C ninty Commission Expires 1/27/.QQ. 117/145

19 STATE OF FLORIDA COUNTY OF PALM BEACH) ) ss.: On the 2*1 day of rra,-, 2003, before me, the undersigned, a Notary Public in and for said State, persona1l appeared CHARLES A. LUBITZ, 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. C4 Notary Public tjl A Ie00-3N0TAY LORRC.AGNER, MY COMMISSION # DO EXPIRES April 24,2007 I l. NOIwY D,scOL%fl MoC CO /145

20 SCHEDULE A $10 cash 119/145