-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PHX+IME1/1aJjNYcgGVzp3z9mwQVAsWJyD1OdqcT6I7L+Xyb4LujQKzwQIgF2K7B oxBbKFEniVTch2qF0UHdMw== 0001069559-07-000002.txt : 20070326 0001069559-07-000002.hdr.sgml : 20070326 20070326173737 ACCESSION NUMBER: 0001069559-07-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20070325 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALESREPCENTRAL COM INC CENTRAL INDEX KEY: 0001069559 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 911918742 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25275 FILM NUMBER: 07719145 BUSINESS ADDRESS: STREET 1: 16099 NORTH 82ND STREET STREET 2: SUITE 1-A CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 6612861335 MAIL ADDRESS: STREET 1: 16099 NORTH 82ND STREET STREET 2: SUITE 1-A CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: VAN AMERICAN CAPITAL LTD DATE OF NAME CHANGE: 19990119 8-K 1 srep8-k.htm SALESREPCENTRAL.COM, INC. 8-K Salesrepcentral.com, Inc. 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)     March 20, 2007
 
SALESREPCENTRAL.COM, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada
 
000-25275
 
91-1918742
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
 
 
 
 
 
 
 
 
300 State Street, Suite 226, Oldsmar, Florida
 
34677
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code        (866) 304-3463
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o               Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o               Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Effective March 20, 2007, SalesRepCentral.com, Inc. (the "Company") experienced a change in control as the result of a series of related transactions. Effective that date, the Company executed an Executive Employment Agreement with Scott Gallagher pursuant to which he became the Chairman of the Board and Chief Executive Officer of the Company. On March 19, 2007, the former Chairman, Ralph Massetti the only director of the Company resigned, leaving Mr. Gallagher as the sole remaining director. Also effective that date, Mr. Gallagher acquired 10,398,000 shares of the Company’s common stock and 14,525 shares of Series A Preferred Stock convertible into 14,525,000 shares of common stock of the Company, representing in the aggregate 80.13% of the total shares outstanding after conversion. As a result of these transactions, Mr. Gallagher has assumed control of the Company.

Pursuant to the terms of the Employment Agreement, Mr. Gallagher was engaged to serve as Chairman and Chief Executive Officer for a period of one year. The Agreement provides him with the issuance of 1,500,000 restricted shares of the Company's common stock for services rendered, together with other benefits of a nature consistent with his position. Mr. Gallagher agreed not to sell his common stock for a period of two years. If Mr. Gallagher leaves the Company before one year, he forfeits this stock. Mr. Gallagher is eligible to receive an annual bonus based on the overall performance of the Company.

At the time of executing the Employment Agreement, Mr. Gallagher also announced that he had agreed to purchase an additional 8,898,000 common shares and 14,525 preferred shares convertible into 14,525,000 common shares for $45,000 subject to a stock purchase agreement between 221 Fund, LLC, a company controlled by Mr. Gallagher, and Ralph Massetti, the Company’s former Chairman and Chief Executive Officer. Coupled with the shares to be issued pursuant to the Employment Agreement described above, Mr. Gallagher is deemed to beneficially own 10,398,000 shares or 80.13% of the Company's common stock.

In connection with his appointment as Chairman and Chief Executive Officer, Mr. Gallagher has expressed his intent to restructure the Company to develop and implement a new business strategy for the Company. Mr. Gallagher will seek to bring the Company current in all of its annual SEC related filings in order to begin trading on the over the counter bulleting board.

Mr. Gallagher has been involved with the public markets for most of his professional career. Since 2002 he has served as Chairman and Chief Executive Officer of FTS Group, Inc. (traded on the OTCBB: under the symbol FLIP), an acquisition and development company. Since taking over FTS in 2002 the company has grown from no revenue in 2002 into a company with annual sales in excess of $6.5 Million. Mr. Gallagher is also the Chief Investment Officer and controlling shareholder of the 221 Fund, LLC. The 221 Fund, LLC is focused on investing in and advising emerging growth companies, primarily in the Internet and Technology space. Prior to 2002 Mr. Gallagher successfully operated several finance related businesses including having served as the Chief Investment Officer and a general partner of the New York and Philadelphia-based hedge fund Avalon Stock Fund, LP. He previously held SEC licenses Series 7, 63 and 24 all of which were retired in good standing.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

With respect to issuance of common stock issued to Mr. Gallagher pursuant to the Executive Employment Agreement, as described above, the Company relied on the Section 4(2) exemption from securities registration under the federal securities laws for transactions not involving any public offering. No advertising or general solicitation was employed in offering the shares. The securities were issued to an accredited investor. The securities were offered for investment purposes only and not for the purpose of resale or distribution, and the transfer thereof was appropriately restricted by us.

This report may contain forward-looking statements that involve risks and uncertainties.  The Company generally  use  words  such  as  “believe,”  “may,” “could,” “will,”  “intend,”  “expect,”  “anticipate,”  “plan,” and similar expressions to identify  forward-looking  statements.  You should not place undue reliance on these forward-looking statements.  The Company’s actual results could differ materially from those anticipated in the forward-looking statements for many reasons.  Although the Company believes the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and the Company’s future results, levels of activity, performance or achievements may not meet these expectations.  The Company does not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in its expectations, except as required by law.
 
The foregoing description of the terms and conditions of the Agreement for Purchase and Sale of Stock, Amendment to Stock Purchase Agreement, Executive Employment Agreement, Lock-up/Leak-out Agreements and Resignation Letter is qualified in its entirety by, and made subject to, the more complete information set forth in the Agreement for Purchase and Sale of Stock filed as Exhibit 10.1, Amendment to Stock Purchase Agreement filed as Exhibit 10.2, Executive Employment Agreement filed as Exhibit 10.3, Lock-up/Leak-out Agreements filed as Exhibits 10.4 and 10.5, and Resignation Letter filed as Exhibit 17.1 incorporated herewith.

 
ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
 
EXHIBIT NUMBER
 
DESCRIPTION
10.1
 
Agreement for Purchase and Sale of Stock between Ralph Massetti on one side and Scott Gallagher and 221 Fund, LLC on the other side, dated January 31, 2007 (filed herewith).
10.2
  
Amendment to Stock Purchase Agreement between Ralph Massetti on one side and Scott Gallagher and 221 Fund, LLC on the other side, dated March 15, 2007 (filed herewith).
10.3
  
Executive Employment Agreement between the Company and Scott Gallagher, dated February 1, 2007 (filed herewith).
10.4
  
Lock-up/Leak-out Agreement between the Company and Ralph Massetti, dated March 20, 2007 (filed herewith).
10.5
  
Lock-up/Leak-out Agreement between the Company and Rochester Capital Partners L., dated March 20, 2007 (filed herewith).
17.1
  
Resignation Letter from Ralph Massetti, dated March 19, 2007 (filed herewith).
 
 


 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
SalesRepCentral.com, Inc.
 
 
(Registrant)
 
 
 
Date
March 23, 2007
 
 
 
 
 
 
 
 
 
 
 
/s/ Scott Gallagher
 
 
(Signature)
 
 
 
 
 
Name: Scott Gallagher
 
 
Title: Chief Executive Officer
 
 
 EX-10.1 2 srep_stockpurchaseagreement.htm AGREEMENT FOR PURCHASE AND SALE OF STOCK Agreement for Purchase and Sale of Stock
AGREEMENT FOR PURCHASE AND SALE OF STOCK

This Agreement for Purchase and Sale of Stock ("Agreement") is made and deemed effective as of January 31, 2007, by and between Ralph Massetti (referred to as "Seller"), on one side, and Scott Gallagher and 221 Fund, LLC /or his assigns, successors and/or nominees (referred to as "Purchaser"), on the other side, with reference to the herein recitals, terms and conditions.

RECITALS

A. Seller is a shareholder of record and, in some instances, either current or former directors of SalesRepCentral.com, Inc., a Nevada Corporation (the "Corporation");

B. Purchaser desires to purchase and Seller desire to sell or cause to be sold a certain number of common shares of the Corporation’s stock as identified in Exhibit "A" (the "Stock") upon the terms and subject to the conditions hereinafter set forth;

 C. Purchaser further desires to be retained by the Corporation as Chairman of the board of directors and Chief Executive Officer in conjunction with consummation of the transaction contemplated by this Agreement;

 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:

AGREEMENT

1.0 Purchase and Sale; Closing.

1.1 Purchases and Sale of Corporation’s Common Stock.
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction (defined below) contemplated hereby, Seller shall collectively sell, convey and transfer, or cause to be sold, conveyed or transferred, the Stock and deliver to Purchaser certificates representing the Stock, and the Purchaser shall purchase from the Seller the Stock in consideration of the purchase price set forth in Section 2, below. The certificates representing the Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at Sellers' sole expense.

1.2 Procedure for Closing.
The closing of the transaction contemplated by this Agreement shall be held at FTS Group, Inc. 7610 West Hillsborough Ave., Tampa, Florida 33615, on January 22, 2007, at 1:00 p.m. EST, or such other place, date and time as the parties hereto may otherwise agree (such date to be referred to in this Agreement as the "Closing Date").

1.3 Deliveries by Sellers.
On the Closing Date, Sellers shall deliver to Purchaser the following:

A. Those certificates evidencing the Stock as set forth in Section 3.2, below; and
B. Executed resignation of Ralph Massetti; and
C. Executed copies of the LockUp/Leak-out Agreements of the Seller and Finder.

1.4 Deliveries by Buyers.
On the Closing Date, Purchaser shall deliver to Seller, in accordance with the allocations set forth in Exhibit "A" hereto, checks or wire transfers as consideration of the contemplated purchase of the Stock.
2.0 Amount and Payment of Purchase Price.
The purchase price of the Stock shall be $45,000 in accordance with the allocation set forth in Exhibit "A" attached and incorporated herein, all in the aggregate sum of Forty Five Thousand ($45,000) Dollars and 00/100.

In addition to cash paid out on the Closing Date, the Purchaser agree to issue 1,500,000 free trading shares subject to a six (6) month lock up and twelve (12) month leak out agreement to Ralph Massetti as Seller, and 1,000,000 free trading shares to Rochester Capital Partners, as Finder, subject to a lock-up and leak out agreement.

$10,000 of the $45,000 purchase price shall be held in escrow on the Closing Date and released upon completion of the audited financials for SalesRepCEntral.Com, Inc., for the fiscal years ended 2002 through 2006, expected to take approximately two to four weeks from the Closing Date to complete.
 
2.1 Anti-Dilution Adjustments.
For a period of one year from the Closing Date, the Purchaser agrees to issue additional shares to both the Finder and the Seller to maintain their relative percentages of ownership in the Corporation in the event that the Corporation elects to issue any shares of capital stock, at or subsequent to the Closing Date, that will cause the Corporation’s total shares of common stock to exceed fifty million (50,000,000) shares outstanding on a fully diluted basis. Such Anti-Dilution Adjustments shall be effected by the Corporation within ten (10) days following the issuance of shares that are subject to this provision.

2.2 Reverse Stock Splits.
The Purchaser agrees and covenants that it will not implement a reverse stock split greater than “1-for-4” for a period of 18 months from the Closing Date.

3.0 Sellers' Representations and Warranties.
Seller hereby warrants and represent as follows:

3.1. Validity of Agreement.
This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation upon Seller, enforceable in accordance with its terms, except as may be limited by the laws of bankruptcy or equity.

3.2 Title to Shares.
Seller owns the Stock, free and clear of all liens, security interests, charges or other encumbrances, except as otherwise disclosed in writing by Seller. Seller is not party to any agreement, written or oral, creating rights in respect to the Stock in any third person or relating to the voting of the Stock. There are no existing warrants, options, stock purchase agreements, stock transfer restriction agreements, redemption agreements, calls or rights to subscribe of any character relating to the Stock, nor are there any securities convertible into such stock.

3.3 Voluntary and Intelligent Execution.
Seller has entered into the transaction contemplated by this Agreement at Sellers' own free will and without any fraud or coercion of any kind. Seller has not relied on any representations not contained in this Agreement. Seller has had the opportunity to seek the advice of competent and independent legal counsel with respect thereto and undertaken such investigation into the relevant facts as Seller deemed necessary and appropriate.

3.4 Authority Relative to this Agreement.
Except as otherwise stated herein, Seller has full power and authority to execute this Agreement and carry out the transaction contemplated by it and no further action is necessary by Seller to make this Agreement valid and binding upon Seller and enforceable against him, individually or jointly, in accordance with the terms hereof, or to carry out the actions contemplated hereby. The execution, delivery and performance of this Agreement by Seller will not:

A. Constitute a breach or a violation of the Corporation's Certificate of Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust, mortgage, loan agreement or other instrument to which any of them are a party, or by which it is bound;

B. Constitute a violation of any order, judgment or decree to which any of them are a party or by which its assets or properties are bound or affected; or

C. Result in the creation of any lien, charge or encumbrance upon any of their assets or properties, except as stated herein.

3.5 Seller’s Liability Representation.
Seller hereby represents that Schedule “C” contains the full list of outstanding liabilities of the Company as of the Closing Date and hereby indemnifies the Purchaser for any and all amounts in excess of those described on Schedule “C”, on an aggregate basis, and only to the extent that such excess amounts exceed Two Thousand Five Hundred and 00/100 ($2,500.00) Dollars.

3.6 Audit Representation.
To the best of Seller’s belief and knowledge, the Corporation’s books are “Auditable” for the fiscal years ended 2002, 2003, 2004, 2005 and 2006. Further the Seller guarantee’s that he will deliver all related work papers to Purchaser as well as the Corporate book, including copies of all of the Corporation’s executed board resolutions and approved contracts. In addition the Seller pledges full cooperation with the Purchaser in completing the aforementioned audits.

4.0 Release and Waiver.
For the consideration and mutual promises herein contained, the Seller, on behalf of himself and for all of its officers, directors, trustees, shareholders, heirs, executors, administrators, attorneys, consultants, successors and assigns, principals, agents, servants, employees, representatives, and each of them, hereby forever release and discharge Purchaser and the Corporation and their companies, officers, directors, trustees, shareholders, heirs, executors, administrators, attorneys, consultants, successors and assigns, partners, principals, agents, servants, employees, representatives, and each of them, from any and all actions, causes of action, judgments, liens, promises, agreements, contracts, obligations, Transactions, indebtedness, costs, damages, losses, lawsuits, arbitrations, appeals, claims, liabilities, indemnifications, debts, restrictive covenants, demands, attorney’s fees or expenses of any nature whatsoever, except as expressly set forth in this Agreement, and rights of any kind or character, known or unknown or speculative, arising out of, based upon, or relating to any claim, whether known or unknown, concerning in any manner Purchaser or the Corporation.

5.0 Indemnification.

5.1 Definition.
As used in this provision, "Damages” means all claims, damages, liabilities, losses, judgments, settlements, and expenses, including, without limitation, all reasonable fees and disbursements of counsel incident to the investigation or defense of any claim or proceeding or threatened claim or proceeding.

5.2 Terms of Indemnification.
Seller agrees to jointly and severally indemnify, defend and hold harmless Purchaser from all Damages (i) proximately caused by the fault or negligence of Seller, its officers, employees or agents; (ii) which relate in any manner to the terms and obligations of this Agreement; (iii) which relate to any other failure by Seller to comply with any terms of this Agreement; (iv) which relate to any failure by Seller to comply with applicable laws and/or regulations in accordance with this Agreement; (v) resulting from any breach of any representation, warranty, covenant or promise made by Seller in this Agreement; and/or (vi) resulting from any and all federal, state or local tax liabilities of Seller that in any manner impact Purchaser.

5.3 Notice of Claim.
Seller shall promptly notify Purchaser in writing of any claim asserted by a third person that might give rise to any indemnity obligation hereunder. Failure of Seller to promptly give such notice shall not relieve that individual of his indemnification obligations under this Agreement. Together with or following such notice, Seller shall deliver to Purchaser copies of all Notices and documents received by such party relating to the asserted claim (including court papers).

6.0 Expenses.
Each of the parties hereto shall pay its own expense in connection with this Agreement and the transactions contemplated hereby, including the fees and expenses of its counsel and its certified public accountants and other experts.

7.0 Conditions Precedent.

7.1 Purchaser's obligations under this Agreement are expressly conditioned upon, among other requirements stated herein, (i) the negotiation and execution of an executive employment agreement between the Corporation and Purchaser’s representative, (ii) effective resignation of all present board members and officers of the Corporation, and (iii) the election of Purchaser’s representative as the CEO of the Corporation. Seller acknowledges and understands that the Corporation intends to retain and employ Purchaser’s representative as an officer and/or director of the Corporation. Seller further acknowledges and hereby waives any conflict of interest by virtue of the intended employment of Purchaser’s representative by the Corporation.

7.2 In the event that Purchaser, Corporation or any third party fails to execute any of the above referenced agreements for any reason, then any deposits made by Purchaser to Seller, either individually or collectively, towards purchase of the Stock shall be immediately refunded by Seller and Purchaser's obligations under this Agreement shall be fully extinguished. Further, in such event, all items delivered by Seller shall be returned to same, including the Stock.

8.0 Miscellaneous.

8.1 Waivers.
No action taken pursuant to this Agreement, including any investigation by or on behalf of any party shall be deemed to constitute a waiver by the party taking such action or compliance with any representation, warranty, covenant or agreement contained herein, therein and in any documents delivered in connection herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

8.2 Notices.
All notices, requests, demands and other communications, which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, first class mail, postage prepaid:

To Seller:  See Exhibit "B"

 To Purchaser: Scott Gallagher
7610 West Hillsborough Ave.
Tampa, Florida 33615
813-868-3605/Voice
215-688-2355/Cell
215-689-2748/Fax

 Copy to:  Amy Trombly, Esq.
Trombly Business Law
1320 Centre Street, Suite 202
Newton, MA 02459
Office Phone (617) 243-0060
Efax (617) 663-6164
Office Fax (617) 243-0066

Or to such other address as such party shall have specified by notice in writing to the other party.

8.3 Merger and Integration.
This Agreement contains the entire understanding of the parties. There are no representations, covenants or understandings other than those, either express, implied or referred to herein. Each party acknowledges that there are no conditions to this Agreement other than those expressed or referred to herein. Each party further acknowledges that no other party or any agent or attorney of any other party has made any promise, representation or warranty whatsoever, express or implied or statutory, not contained or referred to herein, concerning the subject matter hereof, to induce him to execute this Agreement, and he acknowledges that he has not executed this Agreement in reliance on any such promise, representation or warranty not specifically contained or referred to herein.

8.4 Sections and Other Headings.
The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

8.5 Governing Law.
This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Nevada. The parties herein submit to personal jurisdiction and venue of a court of subject matter jurisdiction, which is appropriate for Tampa, Florida.

8.6 Attorney's Fees and Court Costs.
In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which, the prevailing party may be entitled.

8.7 Confidentiality and Non-Disclosure.
Except to the extent required by law, without the prior written consent, the undersigned will not make, and will each direct its representatives not to make, directly or indirectly, any public comment, statement, or communication with respect to, or to disclose or permit the disclosure of the existence of this transaction prior to the Closing Date.

8.8 Contractual Procedures.
Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore, may be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights they may have to object to the method by which service was perfected.


8.9 Partial Invalidity.
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

8.10 Survival of Representations and Warranties.
The representations and warranties of the parties including indemnification obligations contained herein shall survive following the Closing Date.

8.11 Further Assurances.
The parties agree to take all further actions, including execution of documents, which are reasonably necessary to effectuate the transaction contemplated by this Agreement.

8.12 Binding on Successors.
This Agreement and covenants and conditions herein contained shall apply to, be binding upon and inure to the benefit of the respective heirs, administrators, executors, legal representatives, assignees, successors and agents of the parties hereto.

8.13 Specific Performance.
The parties agree that remedies, at least for any breach or threat of breach of this Agreement, may be inadequate and that, in the event of any such breach or threat of breach, the non-breaching party will be entitled, in addition to all other rights and remedies otherwise available at law or in equity, to the equitable remedy of injunctive relief to enforce the provisions of this Agreement.

8.14 Joint Preparation.
This Agreement is to be deemed to have been jointly prepared by the parties hereto and any uncertainty and ambiguity existing herein shall not be interpreted against any party hereto, but according to the application of the rules of interpretation of contracts, if any such uncertainty or ambiguity exists.

8.15 Counterparts.
This Agreement can be executed in one or more counterparts and the counterparts signed in the aggregate shall constitute a single, original instrument. A facsimile/photocopy of this Agreement may be used in lieu of the original for all purposes.

IN WITNESS WHEREOF, the parties have executed this Agreement (consisting of 9 pages including Exhibits "A", “B” and "C") so that it is deemed effective as of the day and year first written above.

SELLER:      PURCHASER:
SalesRepCentral.Com, Inc.    221 Fund, LLC.


By: /s/ Ralph Massetti     By: /s/ Scott Gallagher     
Ralph Massetti, President    Scott Gallagher

Dated: January 31, 2007    Dated: January 31, 2007

Ralph Massetti
An individual


By:      /s/ Ralph Massetti     
Ralph Massetti, President

EXHIBIT "A"

SELLERS' ALLOCATION OF SHARES/PURCHASE PRICE




SHARES TO BE DELIVERED TO ESCROW:

SHAREHOLDER  COMMON SHARES  PREFERRED SHARES               

Ralph Massetti  8,898,000     14,525  
Total   8,898,000     14,525,000*
=======     ==========

* Maximum number of common shares that may be converted.

CASH DISBURSEMENT

Ralph Massetti     $17,500 (at closing, $5,000 held in escrow until audit is completed)

Rochester Capital Partners   $17,500 (at closing, $5,000 held in escrow until audit is completed)





























EXHIBIT "B"

ADDRESS OF RECORD FOR SELLER



SELLER:   1800 W. Broadway, Suite 4
Tempe, Arizona 85282



RALPH MASSETTI:      

 

 


































SCHEDULE “C”

OUTSTANDING LIABILITIES
 

A.  
Up to $30,000 to settle Clear Channel Airports
B.  
Up to $20,000 for audits through 12-31-2006
C.  
Up to $ 5,000 for Signature Transfer Agency
D.  
Up to $ 2,000 for Nevada Secretary of State and miscellaneous
E.  
Up to $10,000 for previous legal bills

The above amounts are to be construed on an aggregated basis, meaning that the amounts can be reallocated between categories.

Any settlements on outstanding disputes or litigation are subject to approval by Purchaser. Any amounts in excess of the amounts listed above, to the extend they exceed $2,500, will be the responsibility of the Seller.

 EX-10.2 3 srep_stockpurchaseamendment.htm AMENDMENT TO STOCK PURCHASE AGREEMENT Amendment to Stock Purchase Agreement
AMENDMENT TO STOCK PURCHASE AGREEMENT

Pursuant to the signed Agreement for Purchase and Sale of Stock dated January 31, 2007, the following amendment is made to section 1.2 and 2.0 of the Agreement.

Date: March 15, 2007

Original:

1.2 Procedure for Closing.
The closing of the transaction contemplated by this Agreement shall be held at FTS Group, Inc. 7610 West Hillsborough Ave., Tampa, Florida 33615, on January 22, 2007, at 1:00 p.m. EST, or such other place, date and time as the parties hereto may otherwise agree (such date to be referred to in this Agreement as the "Closing Date").


2.0 Amount and Payment of Purchase Price.

The purchase price of the Stock shall be $45,000 in accordance with the allocation set forth in Exhibit "A" attached and incorporated herein, all in the aggregate sum of Forty Five Thousand ($45,000) Dollars and 00/100.

In addition to cash paid out on the Closing Date, the Purchaser agree to issue 1,500,000 free trading shares subject to a six (6) month lock up and twelve (12) month leak out agreement to Ralph Massetti as Seller, and 1,000,000 free trading shares to Rochester Capital Partners, as Finder, subject to a lock-up and leak out agreement.

$10,000 of the $45,000 purchase price shall be held in escrow on the Closing Date and released upon completion of the audited financials for SalesRepCentral.Com, Inc., for the fiscal years ended 2002 through 2006, expected to take approximately two to four weeks from the Closing Date to complete.  

As Amended:

Amendment #1

1.2 Procedure for Closing.
The closing of the transaction contemplated by this Agreement shall be held at FTS Group, Inc. 7610 West Hillsborough Ave., Tampa, Florida 33615, on March 20, 2007, at 1:00 p.m. EST, or such other place, date and time as the parties hereto may otherwise agree (such date to be referred to in this Agreement as the "Closing Date").


2.0 Amount and Payment of Purchase Price.

The purchase price of the Stock shall be $45,000 Forty Five Thousand ($45,000) Dollars and 00/100, in accordance with the allocation set forth in Exhibit "A" attached and incorporated herein, but not at closing. All funds will be paid in accordance with Amendment #1 to Section 2.0 of the Stock sale and Purchase Agreement.

In addition to cash, within 30 days of the Closing Date, the Purchaser agrees to issue from the acquired preferred shares 1,500,000 pre split free trading shares subject to a six (6) month lock up and twelve (12) month leak out agreement to Ralph Massetti as Seller, and 1,000,000 pre split free trading shares to Rochester Capital Partners, as Finder, subject to a lock-up and leak out agreement.

The entire cash purchase price of $45,000 shall be paid subject to final contractual debt payout calculations, completion of audited financial statements for the fiscal years of 2002 through 2006, within 14 days of the Company’s common shares begin trading on the over the counter bulletin board or pink sheets stock markets.




IN WITNESS WHEREOF, the parties have executed this Amendment so that it is deemed effective as of the day and year first written above.

SELLER:      PURCHASER:
SalesRepCentral.Com, Inc.    221 Fund, LLC.


By:     /s/ Ralph Massetti     By: /s/ Scott Gallagher     
Ralph Massetti, President    Scott Gallagher

Dated: March 15, 2007    Dated: March 15, 2007

Ralph Massetti
An individual


By:       /s/ Ralph Massetti     
Ralph Massetti, President

 EX-10.3 4 srep_contract.htm EXECUTIVE EMPLOYMENT AGREEMENT Executive Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement ("Agreement") is made and deemed effective as of February 1st ,2007 by and between SalesRepCentral.com, Inc., a Nevada Corporation ("SREP"), on one side, and Scott Gallagher ("Executive"), on the other side, with reference to the herein recitals, terms and conditions.

RECITALS
_________________

WHEREAS, SREP recognizes the experience and knowledge of Executive in matters relating to SREP' future business operations and future acquisitions currently contemplated, SREP recognizes that it is in the best interests of SREP to retain the services of Executive;

WHEREAS, SREP will grant the Executive 1,500,000 restricted shares of SREP common stock as full compensation for this employment agreement. The shares will be restricted stock and not eligible for sale at any time within the first 12 months of issuance pursuant to SEC rule 144. Further the executive agrees to not sale any of the 1,500,000 restricted shares for a period of 24 months from the date of issuance. If for any reason the Executive leaves the Company within the first 12 months of the contract he will forfeit all shares. The Company may grant additional shares of common stock to the Executive at its sole discretion based on performance. Executive may thereby gain a significant equity position thereby;


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:

AGREEMENT
_______________________
Employment.
------------------
SREP hereby employs Executive as Chairman and CEO. Executive hereby accepts employment by SREP in accordance with the terms and conditions set forth in this Agreement. Executive acknowledges that the employment is at will and SREP can terminate employment at any time with or without cause.

Term.
-------------
Executive's initial term of employment and the services to be provided hereunder shall commence on February 1st, 2007 and continue for a period of one (1) years from such date (the "Initial Term"), subject to earlier termination as hereinafter provided.

Compensation.
-------------------
SREP shall pay Executive the following aggregate compensation for all services rendered by him to SREP under this Agreement:

3.1 Base Salary.
---------------------

SREP shall pay executive 1,500,000 restricted shares of common stock as full compensation for this employment agreement. SREP shall review Executive's base salary annually with Executive for the purpose of determining a reasonable increase based on Executive's service and performance, taking into consideration a good-faith assessment of any other incentive and/or bonus plans to which Executive may be a party. Such review shall be in accordance with SREPs’ policies and practices with other executives in similar positions with SREP and its subsidiaries, if any. Notwithstanding the foregoing, any increase in Executive's Base Salary shall be determined by SREP at its sole discretion.

3.2 Bonus.
--------------------------
SREP shall pay Executive an annual bonus (the "Annual Bonus") based on the overall performance of the Company. The bonus will be determined by the board of directors.
 
3.3 Payment of Bonus.
  --------------------------------------- 
Executive's Bonus for the year end shall be determined within 5 days of SREP annual 10K filing with the Securities and Exchange Commission. SREP shall cause and arrange to provide Executive with an annual statement showing the manner in which the Annual Bonus was calculated.

3.4 Other Benefits.
------------------------
Executive shall be entitled to life and medical insurance programs approved and carried by SREP Executive shall also be entitled to participate in any management compensation and benefit program on a basis similar to that which is made available to other members of SREP‘ management team operating in a similar capacity as the Executive.

3.5 Stock.
--------------
SREP shall deliver to Executive, upon execution of this Agreement within a reasonable time frame a stock certificate for one million five hundred thousand shares (1,500,000) of SREP restricted common stock.

Duties of Executive.
--------------------------------

4.1 Business Operations.
-------------------------------------------------------
Subject to the oversight and direction of the SREP’s board of directors, Executive shall be responsible for managing all aspects of SREP day to day operations and business development affairs including budgeting, hiring and firing of employees and all other normal course of business activities required to operate SREP.

4.2 Additions and Changes.
---------------------------------------
Executive shall perform such reasonable additional work as may be required by SREP from time to time under the terms and conditions and according to the directions, instructions and control of the Chief Executive Officer of SREP.


4.3 Best Efforts.
----------------------
Executive shall devote his full time, best skill, effort and attention to his duties set forth herein and to further enhance and develop SREPs’ business affairs, interests and welfare. Executive shall be based out of the Tampa, Florida.

4.4 Policies.
-------------------
Executive shall adhere to the employment policies of SREPs effect from time to time. References to the policies or practices of SREP shall mean its policies or practices of which Executive has notice as in effect and modified from time to time.

4.5 Other Employment.
---------------------------------
Executive may not engage in other employment with the prior written consent of SREP Further, this provision shall not be construed to prevent the Executive from personally, and for Executive's own account, owning, managing, investing or trading in real estate, stocks, bonds, securities, commodities, or any other forms of investment, so long as such owning, managing, investing or trading is not in competition with SREP and does not interfere with the performance of Executive's duties hereunder.

Expenses.
----------------
SREP shall reimburse Executive for reasonable and necessary business expenses in accordance with the expense reimbursement policies and practices of SREP and in accordance with a predetermined budget to be approved by the board of directors of SREP.

Fringe Benefits.
----------------
SREP shall provide Executive with all fringe benefits regularly provided to other similarly situated officers, directors of SREP, generally and with such other fringe benefits as the Executive and SREP shall mutually agree upon in writing.

7.1 Vacation.
------------------
SREP shall provide Executive with two (2) weeks of paid vacation as well as holidays in accordance with SREP’s policies.


7.2 Insurance.
------------------
SREP shall provide Executive with family health insurance including dental and vision.

Termination.
------------

8.1 Termination with Cause.
---------------------------
SREP may terminate Executive "with cause" without notice, for reason of Executive's (i) misappropriation or embezzlement of funds of SREP, (ii) soliciting a client's or customer's business for personal or competitive gain, (iv) use or sale of illegal drugs in the work place, or repeated intoxication from alcohol or controlled substances in the work place, (v) physical, mental or sexual abuse or harassment of any employee, customer or prospective client or customer, (vi) criminal negligence or criminal acts in the work place; (vii) commission of a felony or crime of moral turpitude, (viii) selling or providing confidential information of SREP to a competitor, or (ix) theft or destruction of property of SREP or (x) such other acts as SREP may determine in its sole discretion as “cause.” SREP may terminate Executive "with cause" if, after ten (10) days prior written notice by SREP to Executive, Executive has failed to cure any of the following occurrences: (i) violation of SREP policies or procedures, (ii) breach of any other of the covenants of this Agreement not specifically set forth in (i) through (viii) above, or (iii) breach of an employee's customary obligations to the employer. In the event that Executive is terminated "with cause," Executive shall be entitled to receive a one time payment of $5,000 (five thousand dollars) including all accrued and unused vacation and sick leave as of the date of termination. Executive shall not be entitled to receive any other amounts or benefits from SREP including stock warrants, options or other.

8.2 Termination Due to Executive's Death or Disability.
-------------------------------------------------------
In the event that this Agreement is terminated due to Executive's death or disability (as defined below), Executive (or Executive's legal representatives) shall be paid (i) six (6) months' Base Salary as severance, (ii) Base Salary through the date of termination, (iii) all Bonus payments earned through the date of termination or previously awarded and unpaid and (iv) all accrued and unused vacation and sick leave as of the date of termination. For purposes of this Agreement, the term "Disability" shall mean the mental and physical inability to perform satisfactorily Executive's regular full time duties - with or without a reasonable accommodation - as determined by a physician chosen by mutual agreement of a physician selected by Executive and a physician selected by SREP, provided, however, that any Disability which continues for thirty (30) days (whether or not consecutive) in any eighteen (18) month period shall be deemed a Disability.

Indemnification.
----------------
9.1 Definition.
---------------
As used in this provision, "Damages" means all claims, damages, liabilities, losses, judgments, settlements, and expenses, including, without limitation, all reasonable fees and disbursements of counsel incident to the investigation or defense of any claim or proceeding or threatened claim or proceeding.

Miscellaneous.
-------------------

10.1 Survival of Representations and Warranties.
------------------------------------------------------------
The representations and warranties of the parties including indemnification obligations contained herein shall survive following the termination of Executive's employment with SREP.

10.2 Waivers.
------------------
No action taken pursuant to this Agreement, including any investigation by or on behalf of any party shall be deemed to constitute a waiver by the party taking such action or compliance with any representation, warranty, covenant or agreement contained herein, therein and in any documents delivered in connection herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

10.3 Notices.
------------------
All notices, requests, demands and other communications, which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, first class mail, postage prepaid:

To Executive:

Attn:  Mr. Scott Gallagher
7610 West Hillsborough Ave.
Tampa, Florida 33615



To SalesRepCentral.com:

Attn:  Ralph Massetti
1800 W. Broadway, Suite 4
Tempe, Arizona, 85282




10.4 Merger and Integration.
----------------------------
This Agreement contains the entire understanding of the parties. There are no representations, covenants or understandings other than those, either express, implied or referred to herein. Each party acknowledges that there are no conditions to this agreement other than those expressed or referred to herein. Each party further acknowledges that no other party or any agent or attorney of any other party has made any promise, representation or warranty whatsoever, express or implied or statutory, not contained or referred to herein, concerning the subject matter hereof, to induce him to execute this Agreement, and he acknowledges that he has not executed this Agreement in reliance on any such promise, representation or warranty not specifically contained or referred to herein.

10.5 Sections and Other Headings.
---------------------------------
The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

10.6 Governing Law.
-------------------
This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Florida. The parties herein submit to personal jurisdiction and venue of a court of subject matter jurisdiction which is appropriate for Tampa, Florida.

10.7 Attorney's Fees and Court Costs.
-------------------------------------
In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which, the prevailing party may be entitled.

10.8 Contractual Procedures.
----------------------------
Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore, may be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights they may have to object to the method by which service was perfected.

10.9 Partial Invalidity.
------------------------
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.


10.10 Further Assurances.
------------------------ 
The parties agree to take all further actions, including execution of documents, which are reasonably necessary to effectuate the transaction contemplated by this Agreement.

10.11 Binding on Successors.
---------------------------- 
This Agreement and covenants and conditions herein contained shall apply to, be binding upon and inure to the benefit of the respective heirs, administrators, executors, legal representatives, assignees, successors and agents of the parties hereto.

10.12 Specific Performance.
----------------------------
The parties agree that remedies, at least for any breach or threat of breach of this Agreement, may be inadequate and that, in the event of any such breach or threat of breach, the non-breaching party will be entitled, in addition to all other rights and remedies otherwise available at law or in equity, to the equitable remedy of injunctive relief to enforce the provisions of this Agreement.

10.13 Joint Preparation.
------------------------
This Agreement is to be deemed to have been jointly prepared by the parties hereto and any uncertainty and ambiguity existing herein shall not be interpreted against any party hereto, but according to the application of the rules of interpretation of contracts, if any such uncertainty or ambiguity exists.

10.14 Counterparts.
-------------------
This Agreement can be executed in one or more counterparts and the counterparts signed in the aggregate shall constitute a single, original instrument. A facsimile/photocopy of this Agreement may be used in lieu of the original for all purposes.




IN WITNESS WHEREOF, the parties have executed this Agreement (consisting of 7 pages) so that it is deemed effective as of the day and year first written above.

SalesRepCentral.com, Inc.     Scott Gallagher (Executive)

By: /s/ Ralph Massetti      By: /s/ Scott Gallagher



Dated:___03-20-07________     Dated:____03-20-07_____
 EX-10.4 5 lockupleakout_ralph.htm LOCK-UP/LEAK-OUT AGREEMENT - RALPH MASSETTI Lock-Up/Leak-Out Agreement - Ralph Massetti
Schedule “C”

LOCKUP/LEAK-OUT AGREEMENT

THIS LOCKUP AGREEMENT dated as of 3-20-2007 (the "Agreement") is made by and between SalesRepCentral.Com, Inc, a Nevada corporation (hereinafter referred to as the "Company"), and Ralph Massetti (hereinafter, referred to herein as the “Selling Shareholder”).

W I T N E S S E T H:

WHEREAS, pursuant to the terms and conditions of a certain Share Purchase Agreement by and between SalesRepCentral.Com, Inc., and 221 Fund, LLC., a Florida limited liability company, dated as of the date hereof among the Selling Shareholder and the Company (the "Share Purchase Agreement"), the Company has agreed to issue to the Selling Shareholder one million five hundred thousand (1,500,000) shares of common stock, as more fully described in said Share Purchase Agreement; and

WHEREAS, to induce the Company to execute and deliver the Share Purchase Agreement, the Selling Shareholder has agreed to (“Lock-up”) not offer for sale, sell assign, pledge, issue, distribute, grant any option or enter into any contract for sale of or otherwise dispose of (any such action being hereafter referred to as a “Transfer”) any shares for a period of six (6) months from the closing date of the stock purchase agreement. The selling shareholder further agrees to limit the number of shares the Selling Shareholder can dispose of in any one (1) month period hereafter (“Leak-out”);

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

1. The Selling Stockholder agrees that for a period of six (6) months (the “6-month Lockup Period”) from the closing date of the stock purchase agreement, the Selling Shareholder will not, without the prior written consent of the then current Board of Directors of the Company, directly or indirectly, offer for sale, sell assign, pledge, issue, distribute, grant any option or enter into any contract for sale of or otherwise dispose of (any such action being hereafter referred to as a “Transfer”) of any shares owned. The selling stockholder agrees not to sell (the “12-month Leak-out Period”)more than 1/12 of the common stock shares of the Company in any one of the twelve (12), one (1) month periods that hereinafter comprise the 12-month Leak-out Period or any other securities of the Company.

2. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of any security if such transfer would constitute a violation or breach of this Agreement. The provisions of this Agreement shall be binding on the undersigned and the assigns, heirs, and personal representatives of the undersigned and shall be for the benefit of the Company and the Selling Shareholder.

IN WITNESS WHEREOF, this Agreement has been duly executed by the legally authorized representatives of the undersigned on March 20.2007.
 
"Company"
SALESREPCENTRAL.COM, INC.


By: /s/ Scott Gallagher     
___________________________, President 


"SELLING SHAREHOLDER"

 
By: /s/ Ralph Massetti     
Ralph Massetti
 EX-10.5 6 lockupleakout_rcp.htm LOCK-UP/LEAK-OUT AGREEMENT- ROCHESTER CAPITAL PARTNERS Lock-Up/Leak-Out Agreement- Rochester Capital Partners
Schedule “C”

LOCKUP/LEAK-OUT AGREEMENT

THIS LOCKUP AGREEMENT dated as of 3-20-2007 (the "Agreement") is made by and between Rochester Capital Partners, LP., a California corporation (hereinafter referred to as the "Company"), and 221 Fund, LLC (hereinafter, referred to herein as the “Selling Shareholder”).

W I T N E S S E T H:

WHEREAS, pursuant to the terms and conditions of a certain Share Purchase Agreement by and between SalesRepCentral.Com, Inc., and 221 Fund, LLC., a Florida limited liability company, dated as of the date hereof among the Selling Shareholder and the Company (the "Share Purchase Agreement"), the Company has agreed to issue to the Selling Shareholder one million (1,000,000) shares of common stock, as more fully described in said Share Purchase Agreement; and

WHEREAS, to induce the Company to execute and deliver the Share Purchase Agreement, the Selling Shareholder has agreed to (“Lock-up”) not offer for sale, sell assign, pledge, issue, distribute, grant any option or enter into any contract for sale of or otherwise dispose of (any such action being hereafter referred to as a “Transfer”) any shares for a period of six (6) months from the closing date of the stock purchase agreement. The selling shareholder further agrees to limit the number of shares the Selling Shareholder can dispose of in any one (1) month period hereafter (“Leak-out”);

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

1. The Selling Stockholder agrees that for a period of six (6) months (the “6-month Lockup Period”) from the closing date of the stock purchase agreement, the Selling Shareholder will not, without the prior written consent of the then current Board of Directors of the Company, directly or indirectly, offer for sale, sell assign, pledge, issue, distribute, grant any option or enter into any contract for sale of or otherwise dispose of (any such action being hereafter referred to as a “Transfer”) of any shares owned. The selling stockholder agrees not to sell (the “12-month Leak-out Period”)more than 1/12 of the common stock shares of the Company in any one of the twelve (12), one (1) month periods that hereinafter comprise the 12-month Leak-out Period or any other securities of the Company.

2. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of any security if such transfer would constitute a violation or breach of this Agreement. The provisions of this Agreement shall be binding on the undersigned and the assigns, heirs, and personal representatives of the undersigned and shall be for the benefit of the Company and the Selling Shareholder.

IN WITNESS WHEREOF, this Agreement has been duly executed by the legally authorized representatives of the undersigned on March 20, 2007.
 
"Company"
SALESREPCENTRAL.COM, INC.


By: /s/ Scott Gallagher     
___________________________, President 


"SELLING SHAREHOLDER"

 
By: /s/ Gary Rasmussen     
Gary Rasmussen/Rochester Capital Partners, LP.
 EX-17.1 7 resignation_letter.htm RESIGNATION LETTER Resignation Letter



March 19, 2007

Scott D. Gallagher
Chairman and CEO
SalesRepCentral.com, Inc.

Re: Board Resignation

Dear Mr. Gallagher,

Please accept my resignation as CEO and Chairman of the Board of Directors of SalesRepCentral.com, Inc. effective March 19, 2007.

Thank you for the opportunity to serve on the Board and I wish you and the Company much success in the future.

Very truly yours,

/s/ Ralph Massetti

Ralph Massetti
Former CEO and Chairman
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