POS AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT #1 TO FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

	Black Hawk Exploration, Inc.
(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

1041

(Primary Standard Industrial Classification Code Number)

27-0670160

(I.R.S. Employer Identification Number)

	1174 Manito NW, PO Box 363, Fox Island, WA 98333
	Telephone: (253) 973-7135, Fax: (253)549 4329
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
	Southwest Business Services LLC 9360 W. Flamingo #110-158 Las Vegas, NV 89147 Tel: 702-382-1714, fax 702-382-1759

(Name, address and telephone number of agent for service)

Please send copies of all correspondence to:

William L. MacDonald

Macdonald Tuskey Corporate & Securities Lawyers

Suite #1210, 777 Hornby Street, Vancouver, B.C., V6Z 1S4, Canada

Telephone: (604) 648-1670, Facsimile: (604)681-4760

Approximate Date of Commencement of Proposed Sale to the Public:  As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Prospectus number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer oAccelerated filer o Non-accelerated filer oSmaller reporting company þ

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price (US$)	Amount of registration fee(2)
Common Stock, $0.001 par value Common Stock, $0.001 par value	21,435,294(3) 18,000,000(4)	$ 0.85 (6) $ 0.85 (6)	$18,219,999.90 $15,300,000	$1,299.09 $1,090.89
Total Registration Fee				$2,389.98 (5)

(1) An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.

 (2) Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.

(3) Represents shares of our common stock were previously acquired by and issued to the Selling Shareholders in private transactions directly with us or with one of our affiliates. All of these shares are offered by the Selling Shareholders.

(4) Represents shares of our common stock, par value $0.001 per share, which we are offering directly through our officers and directors as well as any agents we may engage , with a minimum investment of 5,000 shares.

(5) Previously paid.

(6) Based on previous offering price.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

EXPLANATORY NOTE

On March 12, 2010, the registrant filed a registration statement with the Securities and Exchange Commission (the “Commission”) on Form S-1 (Registration No. 333-165431), which was declared effective by the Commission on May 17, 2010 (as amended, the “Form S-1”), to register 39,435,294 shares of our common stock; 21,435,294 being offered for resale by selling shareholders and 18,000,000 being offered directly by the registrant.  This post effective amendment amends the Form S-1 as follows:

1. change the price of the 39,435,294 shares being offered by the registrant and the selling shareholders to $0.22;

2. revise the disclosure in the “Plan of Distribution” section of the Form S-1 to:

                 a.    allow for the involvement of agents in the distribution of the shares being offered directly by the registrant;

                 b.    change the timing of the resale by the selling shareholders to only allow the resale after the registrant has completed its direct offering; and

3. update the general disclosure in the Form S-1 to a more recent date.

All filing fees payable in connection with the registration of the securities covered hereby were previously paid in connection with the filing of the original registration statement.

PROSPECTUS

BLACK HAWK EXPLORATION, INC.

39,435,294 SHARES OF COMMON STOCK

The information in this Prospectus is not complete and may be changed. The Selling Shareholders may not sell these securities until this registration statement is declared effective by the United States Securities and Exchange Commission. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

_________________________, 2010

Direct Public Offering Price:  $0. 22 per share

Secondary Selling Shareholder Offering Price: $0. 22 per share

Black Hawk Exploration, Inc. (the “Company”, “us”, “we”, “our” is registering a total of 39,543,294 shares of our common stock. Of the shares being registered, 21,435,294 are being registered for sale by current holders of our common shares as listed in ‘Selling Shareholders” further in this Registration Statement (the “Selling Shareholders”), and 18,000,000 are being registered for sale by us.

The offering of the 18,000,000 shares is a “best efforts” offering, which means that our directors and officers as well as any agents we engage will use their best efforts to sell the common stock and .  We have entered into an agreement with certain investors for the sale of 16,000,000 shares of our common stock registered in this Registration Statement, subject to the fulfillment of various conditions, however we have not received any commitment to acquire the remaining 2,000,000 shares .  There is no minimum number of shares required to be sold to close the offering. However, each individual subscriber must purchase a minimum of 5,000 shares. The offering period will be open for 30 days and our management at their sole discretion may terminate the offering at any time prior to the expiration of the initial 30 days of the offering. Our management at their sole discretion may extend the period for an additional 60 days of the offering if not all 18,000,000 shares are sold at the end of the initial 30-day offering period. Proceeds from the sale of the shares will be used to fund the initial stages of the Company’s exploration of its mineral properties. This offering will end no later than six (6) months from the offering date. The offering date is the date by which this registration statement becomes effective. This is a direct participation offering since we, and not an underwriter, are offering the stock. Kevin Murphy, our President and CEO as well as any agents we engage will be responsible for selling our direct primary offering to the public. On June 18, 2010 we entered into an agreement with various investors to sell 16,000,000 shares of our common stock at $0.22 per share subjec t to the fulfillment of certain conditions.  A full description of this agreement and the conditions which need to be fulfilled by us before the investors complete the purchase of the 16,000,000 shares are described further in this Prospectus.

MidSouth Capital Inc. has agreed to act as our placement agent in connection with this offering and is deemed to be an underwriter. The placement agent is not purchasing the securities offered by us, and is not required to sell any specific number or dollar amount of securities, but will use their best efforts to arrange for the sale of the securities offered by us. We have agreed to pay the placement agent a cash fee equal to 8% of the gross proceeds of the offering of the securities by us and warrants to acquire 2% of the value of the shares placed by them at an exercise price equal to 100% of the per share price at which our shares are sold.  The warrants are to be valid for a period of 2 years from the date of issuance.   

We are also registering 21,435,294previously issuedshares of our common stock, which may be resold from time to time by certain Selling Shareholders.  These shares were acquired by the Selling Shareholders directly from us in private offerings that were exempt from registration requirements of the Securities Act of 1933. A registration statement under the Exchange Act relating to these securities has been filed with the Securities and Exchange Commission. Our Selling Shareholders may not offer or sell their shares of our common stock until this registration statement is declared effective. We have been advised by the Selling Shareholders that they may offer to sell all or a portion of their shares of common stock being offered in this prospectus from time to time. Please see “Plan of Distribution” at page 14 for a detailed explanation of how the securities may be sold. The Selling Shareholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. We will not receive any of the proceeds from the sale of shares by the Selling Shareholders.The primary affiliates of our company, Kevin M. Murphy (our President, Chief Executive Officer, and Director) and Howard Bouch (our Director, Secretary and Treasurer) will be selling their shares of our common stock in this offering.   The Selling Shareholders wil l not be able to sell any of their shares until our direct offering of 18,000,000 shares has concluded.

Mr. Murphy will be selling shares of our stock both on his own behalf and on behalf of our company.  Investors will be able to differentiate whether they are purchasing Mr. Murphy’s shares, or shares being sold on our behalf, because shares being sold on our behalf will be offered with a subscription agreement between the investor and our company.

Neither the Securities and Exchange Commission nor any state regulatory authority has approved or disapproved of these securities, endorsed the merits of this offering, or determined that this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

An investment in our securities is speculative. Investors should be able to afford the loss of their entire investment.  See the section entitled “Risk Factors” beginning on Page 10 of this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus.  Any representation to the contrary is a criminal offense.

This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall the selling security holders sell any of these securities in any state where such an offer or solicitation would be unlawful before registration or qualification under such state’s securities laws.

You should rely only on the information contained in this prospectus.  We have not authorized anyone to provide you with information different from that contained in this Prospectus.  The selling shareholders are offering to sell, and seeking offers to buy, their common shares, only in jurisdictions where offers and sales are permitted.  The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares. 

The date of this prospectus is ______________________, 2010

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	2
RISK FACTORS	5
FORWARD-LOOKING STATEMENTS
THE OFFERING	3
DETERMINATION OF OFFERING PRICE	13
DILUTION	14
USE OF PROCEEDS	11
SELLING SECURITY HOLDERS
DESCRIPTION OF OUR BUSINESS	24
DESCRIPTION OF PROPERTY AND FACILITIES	28
LEGAL PROCEEDINGS	36
PLAN OF OPERATION	39
MANAGEMENT’S DISCUSSION AND ANALYSIS	38
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	45
EXECUTIVE COMPENSATION	49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	52
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	53
REPORTS TO STOCKHOLDERS
PLAN OF DISTRIBUTION	17
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	37
DESCRIPTION OF SECURITIES	23
DIVIDEND POLICY	24
TRANSFER AGENT AND REGISTRAR
INTERESTS OF NAMED EXPERTS AND COUNSEL	24
EXPERTS
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	54
FINANCIAL STATEMENTS
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	44
REPORTS TO SECURITY HOLDERS	54
WHERE YOU CAN FIND MORE INFORMATION	54
DEALER PROSPECTUS DELIVERY OBLIGATION	55
INFORMATION NOT REQUIRED IN PROSPECTUS	55

PROSPECTUS SUMMARY

This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”.  Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks a nd uncertainties that could cause actual results to differ materially from such forward-looking statements.  These include, among others, the cautionary statements in the “Risk Factors” section beginning on Page 10 of this Prospectus and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section elsewhere in this Prospectus.

This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 10, and the consolidated financial statements, before making an investment decision

All dollar amounts refer to US dollars unless otherwise indicated.

Our Business

We were incorporated in the State of Nevada on April 14, 2005.  We are engaged in the acquisition and exploration of mining properties.  We have two wholly owned Nevada subsidiaries: Blue Lithium Energy Inc. , and Golden Black Hawk, Inc. We maintain our statutory registered agent’s office at 9360 W.  Flamingo #110-158 Las Vegas, NV 89147 and our business office is located at 1174 Manitou Dr, PO Box 363, Fox Island, WA 98333. Our telephone number is (253) 973-7135 and our facsimile number is (253) 549-4329. Our corporate resident agent in Nevada is Southwest Business Services LLC located at 9360 W. Flamingo, Suite #110-158, Las Vegas, Neva da 89147. Our fiscal year end is August 31st.

We are an exploration stage company and are primarily engaged in the exploration and development of gold, silver and lithium properties.  We have acquired rights to mineral properties in Nevada which we refer to as the Clayton Valley Claims and the Dun Glen Project.  Both of these properties are described in “Description of Properties” further in this Prospectus.

2

The Offering

The 21,435,294 shares of our common stock being registered by this Prospectus for the Selling Shareholders represent approximately 35.6% of our issued and outstanding common stock as of June 25, 2010 .  We are also offering 18,000,000 shares of our common stock in a direct offering.  If we sell all 18,000,000 shares, they will account for approximately 23% of our issued and outstanding common shares after the close of the offering.

Securities Offered:	39,435,294 shares of our common stock of which 21,435,294 are being offered by the Selling Shareholders and 18,000,000 are being offered by us in a direct offering.
Price Per Share:	We are offering the 18,000,000 shares of our common stock at a price of $0. 22 per share. The Selling Shareholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices
Maximum and Minimum Number of Securities to be Sold in this Offering:	No minimum.  The Selling Shareholders may sell up to 21,435,294 shares of our common stock and we are offering a maximum of 18,000,000 shares of our common stock.
Securities Issued and to be Issued:	As of June 25, 2010 we had 60, 472,016 issued and outstanding shares of our common stock, and no issued and outstanding convertible securities. Our common stock is quoted on the OTC Bulletin Board under the symbol “BHWX.OB”. Trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect on the market price for our common stock.
Proceeds:	We will not receive any proceeds from the sale of our common stock by the Selling Shareholders.  If we sell all of the 18,000,000 shares we are offering, we will receive proceeds of $ 3,960,000 minus any offering expenses.
Terms of the Offering	This is a BEST EFFORTS OFFERING. This is a no minimum offering. Accordingly, as shares are sold we will use the money raised for our business. Each individual subscriber must purchase a minimum of 5,000 shares. We cannot be certain that we will be able to sell enough shares to sufficiently fund our operations.

Plan of Distribution This is a direct public offering, with no commitment by anyone to purchase any shares. Our shares in this offering will be offered and sold by Mr. Kevin Murphy and Mr. Howard Bouch, our directors and officers as well as any agents we engage .

3

SUMMARY OF FINANCIAL DATA

The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

	Three Months  Ended February 28, 2010  (unaudited) ($)	Six Months Ended February 28, 2010  (unaudited) ($)	Year ended August 31, 2009 ($)	Period from inception on April 14, 2005 to February 28, 2010 (unaudited) ($)
Revenues	-	-	-	-
Expenses	275,508	321,352	66,879	1,017,452
Net Profit (Loss)	(275,508)	(321,352)	(66,879)	(1,017,452)
Net Profit (Loss) per share	(0.00)	(0.01)	(0.00)	-

	As at February 28, 2010  (unaudited) ($)	Year ended August 31, 2009 ($)	Year ended August 31, 2008 ($)
Working Capital (Deficiency)	243,676	46,500	27,079
Total Assets	568,847	50,200	31,393
Total Current Liabilities	-	-	(4,314)

4

RISK FACTORS

The purchase of the shares of common stock being offered pursuant to this prospectus is speculative and involves a high degree of risk. An investment in our common stock may result in a complete loss of the invested amount.

RISK FACTORS

In addition to other information in this report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Associated with our Business

We are an exploration stage corporation, lack a business history and have losses that we expect to continue into the future. If the losses continue we will have to suspend operations or cease functioning.

We were incorporated on April 14, 2005, and have only started our proposed business but have not realized any revenues. We have no business history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $1,017,452. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

● our ability to find a profitable exploration property;

● our ability to generate revenues; and

● our ability to reduce exploration costs.

There can be no assurance that we will be able to achieve any of the above and if our losses continue we will have to suspend operations or cease functioning.

Because of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail and investors may lose their entire investment.

We are in the very early exploration stage and cannot guarantee that our exploration work will be successful, or that any minerals will be found, or that any production of minerals will be realized. The search for valuable minerals as a business is extremely risky.  We can provide investors with no assurance that exploration on our properties will establish that commercially exploitable reserves of minerals exist on our property.  Additional potential problems that may prevent us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of commercially exploitable reserves of minerals on our property our ability to fund future exp loration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.

5

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake.  These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.  The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits.  Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often res ult in unsuccessful exploration efforts.  If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims.  If this happens, our business will likely fail.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.

We have no known mineral reserves and we may not find any gold, silver or lithium if we find gold, silver or lithium it may not be in economic quantities. If we fail to find any gold, silver or lithium or if we are unable to find gold or lithium in economic quantities, we will have to suspend operations.

We have no known mineral reserves. Even if we find gold, silver or lithium, it may not be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold, silver or lithium in sufficient quantity to warrant recovery it ultimately may not be recoverable. Finally, even if any gold, silver or lithium is recoverable, we do not know that this can be done at a profit. Failure to locate gold, silver or lithium in economically recoverable quantities will cause us to suspend operations.

We may be adversely affected by fluctuations in ore and precious metal prices. If prices decrease, we may be unable to achieve profitability.

The value and price of our shares of common stock, our financial results, and our exploration, development and mining activities, if any, may be significantly adversely affected by declines in the price of precious metals and ore.  Mineral prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of mineral producing countries throughout the world.

6

The prices used in making resource estimates for mineral projects are disclosed, and generally use significantly lower metal prices than daily metals prices quoted in the news media. The percentage change in the price of a metal cannot be directly related to the estimated resource quantities, which are affected by a number of additional factors. For example, a 10% change in price may have little impact on the estimated resource quantities, or it may result in a significant change in the amount of resources.  If prices decrease, we may be unable to achieve profitability.

Transportation difficulties and weather interruptions may affect and delay proposed mining operations and impact our proposed business.

Our mining properties are accessible by road. The climate in the area is hot and dry in the summer but cold and subject to snow in the winter, which could at times hamper accessibility depending on the winter season precipitation levels. As a result, our exploration and mining plans could be delayed for several months each year.

Supplies needed for exploration may not always be available. If we are unable to secure exploration supplies we may have to delay our anticipated business operations.

Competition and unforeseen limited sources of supplies needed for our proposed exploration work could result in occasional spot shortages of supplies of certain products, equipment or materials. There is no guarantee we will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms. Such delays could affect our anticipated business operations and increase our expenses.

Management will devote only a limited amount of time to our business. Failure of our management to devote a sufficient amount of time to our business plans may adversely affect the success of our business.

Mr. Kevin M. Murphy and Mr. Howard Bouch will each be devoting approximately 20 hours per week to our business. Failure of our management to devote a sufficient amount of time to our business plans may adversely affect the success of our business.

Management lacks formal training in mineral exploration. Our business, earnings and ultimate financial success could suffer irreparable harm as a result of management’s lack of experience in the industry.

Our officers and directors have no professional accreditation or formal training in the business of mineral exploration. With no direct training or experience in these areas our management may not be fully aware of many of the specific requirements related to working within this industry. Decisions so made without this knowledge may not take into account standard engineering management approaches that experienced exploration corporations commonly make. Consequently, our business, earnings and ultimate financial success could suffer irreparable harm as a result of management’s lack of experience in the industry.

Risks Associated with our Common Stock

We do not intend to pay dividends on any investment in the shares of our stock.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future.  To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend.  Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price.  This may never happen and investors may lose all of their investment in us.

7

Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 300,000,000 shares of common stock, of which 60, 472,016 shares are issued and outstanding. Our board of directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital.  Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock.  If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations.  As a res ult, our business may suffer, and not be successful and we may go out of business.  We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

Our stock is a penny stock.  Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock.  The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”.  The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a brok er-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-de aler must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

8

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Our security holders may face significant restrictions on the resale of our securities due to state “blue sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (i) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state.  Before a security is sold in a state, there must be a registration in place to cover the transaction, or the transaction must be exempt from registration. The applicable broker must be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as the market-makers for our common stock.  There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities.  You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

9

Risks Related to our Financial Results and Need for Additional Financing

Our auditors’ reports contain a statement that our net loss and limited working capital raise substantial doubt about our ability to continue as a going concern.

Our independent registered public accountants have stated in their report, included in our annual report on Form 10-K filed with the Securities and Exchange Commission on November 30, 2009, that our significant operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. We had net losses of $66,879 and $283,375, respectively, for the fiscal years ended August 31, 2009 and 2008. We will be required to raise substantial capital to fund our capital expenditures, working capital and other cash requirements since our current cash assets are exhausted. We are currently searching for sources of additional funding, including potential joint venture partners, while we continue the initial exploration phase on our mining claims. The successful outcome of future financing activities canno t be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.

We will need additional capital to achieve our current business strategy and our inability to obtain additional financing will inhibit our ability to expand or even maintain our exploration and development efforts.

In addition to our current accumulated deficit, we expect to incur additional losses in the foreseeable future. Until we are able to determine if there are mineral deposits available for extraction on our properties, we are unlikely to be profitable. Consequently, we will require substantial additional capital to continue our exploration and development activities. There is no assurance that we will not incur additional and unplanned expenses during our continuing exploration and development activities. When additional funding is required, we intend to raise funds either through private placements or public offerings of our equity securities. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

If we are unable to secure adequate sources of funds, we may be forced to delay or postpone the exploration, development and research of our properties, and as a result, we might be required to diminish or suspend our business plans. These delays in development would have an adverse effect on our ability to generate revenues and could require us to possibly cease operations. In addition, such inability to obtain financing on reasonable terms could have a negative effect on our business, operating results or financial condition to such extent that we are forced to restructure, file for bankruptcy protection, sell assets or cease operations, any of which could put your investment dollars at significant risk.

10

We are incurring increased costs as a result of being a publicly-traded company.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. For example, as a result of becoming a public company, we have created additional board committees and have adopted policies regarding internal controls and disclosure controls and procedures. In addition, we have incurred additional costs associated with our public company reporting requirements. These new rules and regulations have made it more difficult and mor e expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs and/or whether we will be able to raise the funds necessary to meet the cash requirements for these costs.

Because we may never earn revenues from our operations, our business may fail and then investors may lose all of their investment in our company.

We have no history of revenues from operations.  We have never had significant operations and have no significant assets.  We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably.  We have a limited operating history and is in the exploration stage.  The success of our company is significantly dependent on the uncertain events of the discovery and exploitation of mineral reserves on our properties or selling the rights to exploit those mineral reserves.  If our business plan is not successful and we are not able to operate profitably, then our stock may become worthless and investors may lose all of their investment in our company.

Prior to completion of the exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims in the future, we will not be able to earn profits or continue operations.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability.  If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

USE OF PROCEEDS

The 21,435,294shares of common stock offered hereby by the Selling Shareholders are being registered for the account of the Selling Shareholders identified in this Prospectus. All net proceeds from the sale of this common stock will go to the respective Selling Shareholders who offer and sell their shares of common stock. We will not receive any part of the proceeds from such sales of common stock.

11

On June 2, 2010 we entered into an engagement letter with MidSouth Capital Inc. (“MidSouth”), pursuant to which MidSouth agreed to undertake introducing our company to potential investors in connection with the sale of our securities for a period of 2 months.  If an investor introduced by MidSouth acquires any of our securities, we have agreed to pay MidSouth the following:

● a cash payment of 8% on the value of all securities acquired by the investor; and

● warrants to purchase a number of shares of our common stock equal to two percent of the value of such transactions at 100% of the price at the closing of such transaction for a period of two (2) years.

A copy of this agreement is attached as Exhibit 10.3.

On June 18, 2010 we entered into a securities purchase agreement with certain investors for the purchase an aggregate of 16,000,000 shares of our stock offered in this Prospectus at a price of $0.22 per share.  The investors were introduced to us by MidSouth and consequently MidSouth will receive the stated compensation if we are able to close the sale of our shares to these investors.  Pursuant to the terms of the agreement, the investors will acquire all 16,000,000 shares of our common stock if we meet, amongst other things, the following conditions:

● the delivery of certain closing documents including a legal opinion on the validity on the shares being issued and a final copy of this Prospectus;

● the SEC declaring the effectiveness of this post effective amendment to our Form S-1; and

● there being no material adverse effect in our operations.

If the above conditions are not met by July 30, 2010, the agreement terminates and the investors will be under no obligation to acquire any of our shares.  A copy of the form of this agreement is attached as Exhibit 10.4.

The net proceeds to us from the sale of up to 18,000,000 shares offered at a public offering price of $0. 22 per share will vary depending upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated at approximately $ 70 ,000, $55,000 for legal and accounting (incurred), 8% of gross proceeds if the sale of shares is the result of an introduction by MidSouth, and $ 1 5,000 for other costs in connection with this offering (estimated transfer agent fees, filing fee, etc.). The table below shows the intended net proceeds from this offering we expect to receive for scenarios where we sell various amounts of the shares. Since we are making this offering without any minimum requirement, there is no guarantee that we will be successful at selling any of the securities being of fered in this prospectus. Accordingly, the actual amount of proceeds we will raise in this offering, if any, may differ.

Percent of Net Proceeds Received

	20%	40%	70%	88.9 %	100%
Shares Sold	3,600,000	7,200,000	12,600,000	16,000,000	18,000,000
Gross Proceeds	$792,000	$1,584,000	$2,772,000	$ 3,520,000	$3,960,000
Less Offering Expenses	($70,000)	($70,000)	($70,000)	($ 70 ,000)	($ 70 ,000)
Less Agent Fee (1)	($63,360)	($126,720)	($221,760)	($281,600)	($316,800)
Net Offering Proceeds	$678,640	$1,387,280	$2,480,240	$3,168,400	$3,573,200

(1)    if the receipt of proceeds is the result of an introduction by MidSouth.

12

The Use of Proceeds set forth below demonstrates how we intend to use the funds under the various percentages of amounts of the related offering. All amounts listed below are estimates.

	20%	40%	70%	88.9%	100%
Professional Fees	$50,000	$50,000	$50,000	$50,000	$50,000
Development of Dun Glen Property	$ 250 ,000	$ 550,000	$ 1,000 ,000	$1,300,000	$ 1,500,000
Development of Clayton Valley Claims	$ 150 ,000	$ 325,000	$ 600 ,000	$750,000	$ 850,000
Working Capital	$ 208,640	$ 462,280	$ 830,240	$1,068,400	$ 1,173,200

Our offering expenses are comprised of legal and accounting expenses and transfer agent fees. Our officers and Directors will not receive any compensation for their efforts in selling our shares , but if the sale of our shares is the result of an introduction provided by MidSouth, MidSouth will receive the compensation specified above .

We intend to use the proceeds of this offering in the manner and in order of priority set forth above. We do not intend to use the proceeds to acquire assets or finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses.

In all instances, after the effectiveness of this registration statement, we will need some amount of working capital to maintain our general existence and comply with our public reporting obligations. In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors who will have little ability to influence these decisions.

Other than the commitment to acquire 16,000,000 shares described above, t here is no commitment by any person to purchase any or all of the shares of common stock offered by this prospectus and, therefore, there can be no assurance that the offering will be totally subscribed for the sale of the maximum 18,000,000 shares of common stock being offered.

DETERMINATION OF OFFERING PRICE

The Selling Shareholders will sell their shares at prevailing market prices or privately negotiated prices. The number of securities that may be actually sold by a Selling Shareholder will be determined by each Selling Shareholder. The Selling Shareholders are under no obligation to sell all or any portion of the securities offered, nor are the Selling Shareholders obligated to sell such shares immediately under this Prospectus. A security holder may sell securities at any price depending on privately negotiated factors such as a shareholders’ own cash requirements, or objective criteria of value such as the market value of our assets.

We have established the offering price of the common stock offered by us directly at $0.22 per share based on negotiations with the investors who have committed to, subject to various conditions, acquire an aggregate of 16,000,000 shares of our common stock being offered in this Prospectus.

The offering price should not be considered to bear any relationship to our assets, book value or net worth and should not be considered to be an indication of our value.

13

DILUTION

All of the 21,435,294 shares of our common stock to be sold by the Selling Shareholders are currently issued and outstanding, and will therefore not cause dilution to any of our existing stockholders.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder.

As at February 28, 2010, our last financial statement date, our total net tangible book value was $568,847, or $0.009 per share based on 60,236,722 shares issued and outstanding as of that date .  The proceeds from the sale of the new shares being offered (up to a maximum of 18,000,000) will vary depending on the total number of shares actually sold in the offering. If all 18,000,000 shares offered hereunder are sold, there would be a total of 78,236,722 common shares issued and outstanding.  Dividing our net tangible book value by the number of shares outstanding after the sale of the maximum offering results in a per share net tangible book value of approximately $ 4,152,047 or $0. 053 per share.

Therefore, the shareholders who purchase shares in this offering will suffer an immediate dilution in the book value of their shares of approximately $0. 167 per share, and our present shareholders will receive an immediate book value increase of approximately $0. 044 per share.

The following table demonstrates three scenarios to illustrate the per share dilution effect of the offering of the new shares. The first scenario assumes the completion of this offering by the sale of 50% of the maximum of 18,000,000 shares (9,000,000 shares) of common stock for net proceeds of $ 1,761,600 , the second scenario assumes the completion of the sale of 16,000,000 shares of our common stock, and the third scenario assumes the completion of a maximum offering of 18,000,000 shares of common stock for net proceeds of $ $3,583,200 .

	50% 9,000,000 shares	88.9% 16,000,000 shares	100% 18,000,000 shares
Initial public offering price per share	$0.22	$0.22	$0.22
Net tangible book value per share as of February 28, 2010	$0.009	$0.009	$0.009
Increase in net tangible book value per share attributable to new investors	$0.024	$0.040	$0.044
Net tangible book value per share after offering	$0.033	$0.049	$0.053
Dilution per share to new investors	$0.187	$0.171	$0.167

The above dilution figures do not take into consideration the exercise of any of issued and outstanding convertible securities, including specifically the warrants which are to be issued to MidSouth upon the closing of a financing with investors introduced by MidSouth. After completion of the full offering by us, the existing shareholders will own approximately 77% of the total number of shares then outstanding, for which they will have made an investment of approximately $260,000, or an average of $0.004 per share. Upon completion of a maximum offering, the purchasers of the shares offered hereby will own 23% of the total number of shares then outstanding, for which they will have made a cash investment of $ 3,960,000 , or $0.22 per share.

14

SELLING SHAREHOLDERS

The 4 Selling Shareholders are offering for sale of 21,435,294 shares of our issued and outstanding common stock which they obtained as part of the following issuances:

● On February 4, 2010, Kevin Murphy acquired 12,000,000 shares of our common stock from Wayne Weaver, one of our majority shareholders.  These shares were purchased in a private transaction for total consideration of $10,200,000.

● In August 2009, we issued 10,000 shares of our common stock each to Kevin Murphy and Howard Bouch as consideration for consulting services provided to us.

● Wayne Weaver acquired 20,000,000 of our common shares in private transactions from our former director and officer.  These shares were initially issued to our former director and officer, Garrett Ainsworth in April of 2005 for total consideration of $2,000.  Mr. Weaver has also acquired and disposed of other shares of our common stock through private and open market transactions to bring his total ownership to 9, 370,588 .

● On July 27, 2009 the Company entered into a consulting contract with Wannigan Consulting Corp. to:

■ maintain the books and records of the Company in accordance with the instructions of the Company’s Auditors and in accordance of U.S. GAAP if so requested by the Company;

■ prepare all necessary regulatory and statutory filings required of the Company;

■ act as liaison between the Company and its Auditor; and

■ act as liaison between the Company and its Transfer Agent.

The Company issued 280,000 restricted Common Shares of our common stock to Wannigan Consulting Corp. as compensation.

All of these securities were initially issued in reliance upon an exemption from registration pursuant to Regulation S under the Securities Act of 1933 (the “Securities Act”).  Our reliance upon Rule 903 of Regulation S was based on the fact that the sales of the securities were completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S.  We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. Each investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.

The Selling Shareholders have the option to sell their shares at prevailing market prices or privately negotiated prices.

The following table provides information as of June 25, 2010 regarding the beneficial ownership of our common stock by each of the Selling Shareholders, including:

● the number of shares owned by each prior to this offering;

● the number of shares being offered by each;

● the number of shares that will be owned by each upon completion of the offering, assuming that all the shares being offered are sold;

● the percentage of shares owned by each; and

● the identity of the beneficial holder of any entity that owns the shares being offered.

15

Name and Address of Selling Shareholder	Shares Owned Prior to this Offering (1)	Percent (2)	Maximum Numbers of Shares Being Offered	Beneficial Ownership After Offering	Percentage Owned upon Completion of the Offering (2)
Kevin M. Murphy (3) 1174 Manito Dr, NW Fox Island, WA 98333	12,010,000	19.8 %	12,010,000	0	0
Howard Bouch (4) Grove House 13 Low Seaton Workington Cumbria, England CA141PR UK	10,000	(6)	10,000	0	0
Wayne Weaver Maison de Grant, Rue de L’Etocquet, St. Ouen, Jersey JE3 2EL, UK	9, 370,588	15. 4 %	9,135,294	0	0
Wannigan Consulting Corp. 5466 Canvasback Rd Blaine, WA 98230  (5)	280,000	(6)	280,000	0	0
Total	21,435,294	35.4 %	21,435,294

(1) The number and percentage of shares beneficially owned is determined to the best of our knowledge in accordance with the Rules of the SEC and. the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which the selling security holder has sole or shared voting or investment power and also any shares which the selling security holder has the right to acquire within 60 days of the date of this Prospectus.

(2) The percentages are based on 60, 472,016 shares of our common stock issued and outstanding and as at June 25, 2010 .

(3) Kevin Murphy is our director, President and Chief Executive Officer.

(4) Howard Bouch is our director, Chief Financial Officer, Secretary and Treasurer.

(5) Wannigan Consulting Corp. is a consulting company of which Ken Liebscher, a resident of Blaine WA is President and major shareholder and Howard Bouch is a common Director and Officer.

(6) Less than 1%

Except as otherwise noted in the above list, the named party beneficially owns and has sole voting and investment power over all the shares or rights to the shares.  The numbers in this table assume that none of the Selling Shareholders will sell shares not being offered in this Prospectus or will purchase additional shares, and assumes that all the shares being registered will be sold.

16

Other than as described above, none of the Selling Shareholders or their beneficial owners has had a material relationship with us other than as a security holder at any time within the past three years, or has ever been one of our officers or directors or an officer or director of our predecessors or affiliates.

None of the Selling Shareholders are broker-dealers or affiliates of a broker-dealer.

PLAN OF DISTRIBUTION

Offering of 18,000,000 Shares of our Common Stock

This is a self-underwritten offering. We are  offering  to the  public  18,000,000  shares  of  common  stock on a “$ 3,960,000 maximum”  basis at a  purchase  price of $ 0.22 per share. This Prospectus is part of a prospectus that permits Mr. Kevin M. Murphy, our president and chief executive officer, to sell the shares directly to the public, with no commission or other remuneration payable to him and broker-dealer agents whom we choose to engage, such as MidSouth . Mr. Murphy will sell the shares and intends to offer them to friends, family members, acquaintances, and business associates. In offering the securities on our behalf, he will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 u nder the Securities Exchange Act of 1934.

Mr. Murphy will not register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer.

1.   Mr. Murphy is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

2.   Mr. Murphy will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

3.   Mr. Murphy is not, nor will he be at the time of participation in the offering, an associated person of a broker-dealer; and

4.   Mr. Murphy meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officers, directors, control persons and affiliates of same do not intend to purchase any shares in this offering.

We are offering up to 18,000,000 shares of common stock for $0.22 per share with aggregate gross proceeds of $3,960,000.  Pursuant to an engagement letter agreement, we engaged MidSouth as our placement agent for this offering on a best efforts basis.  MidSouth is not purchasing or selling any of the shares, nor are they required to arrange for the purchase and sale of any specific number or dollar amount of the shares other than to use their “best efforts” to arrange for the sale of the securities by us.  Therefore, we may not sell the entire amount of the securities being offered. 

17

If, an investor introduced by MidSouth acquires any of our securities, we have agreed to pay MidSouth the following:

● a cash payment of 8% on the value of all securities acquired by the investor; and

● warrants to purchase a number of shares of our common stock equal to two percent of the value of such transactions at 100% of the price at the closing of such transaction for a period of two (2) years.

MidSouth is deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act and any commissions received by it and any profit realized on the sale of the securities by them while acting as principal are deemed to be underwriting discounts or commissions under the Securities Act.  MidSouth is required to comply with the requirements of the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act.  These rules and regulations may limit the timing of purchases and sales of shares of common stock and warrants to purchase shares of common stock by MidSouth.  Under these rules and regulations, MidSouth may not (i) engage in any s tabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until they have completed their participation in the distribution.

The MidSouth agreement provides that we will indemnify MidSouth against specified liabilities, including liabilities under the Securities Act. We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.  MidSouth agreement also provides that MidSouth will be our agent for a period of two months from the signing of our agreement with them.

On June 18, 2010 investors introduced by MidSouth entered into an agreement with us to acquire 16,000,000 of the 18,000,000 shares at $0.22 per share provided that we fulfill all conditions required for closing by July 30, 2010.  Further details on this agreement are available in the “Use of Proceeds” section of this Prospectus.

We will not use public solicitation or general advertising in connection with the offering. We will use our best efforts to find  purchasers  for the shares offered by this  prospectus  within a period  of 30 days  from the date of the  prospectus, subject to an extension  for an  additional  period not to exceed 60 days.

Resale of 21,435,294 Shares by Selling Shareholders

We are registering certain securities on behalf of the Selling Shareholders. The 21,435,294 issued common shares can be sold by the Selling Shareholders at prevailing market prices or privately negotiated prices.  Kevin M. Murphy and Howard Bouch, our primary affiliates, will be selling their shares as part of this offering. These sales may be at fixed or negotiated prices.   None of the Selling Shareholders may sell any of the shares being registered in this Prospectus until we have completed out direct offering of 18,000,000 shares, or closed the offering without selling the entire amount of shares being registered.

18

Once we have completed out direct offering of 18,000,000 shares or closed the offering without selling the entire amount of shares being registered, the Selling Shareholders may sell some or all of their securities in one or more transactions, including block transactions:

● on such public markets as the securities may be trading;

● in privately negotiated transactions;

● in any combination of these methods of distribution.

The sales price to the public may be:

● the market price prevailing at the time of sale;

● a price related to such prevailing market price; or

● such other price as the Selling Shareholders determine.

We are bearing all costs relating to the registration of certain securities. The Selling Shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of certain securities.

The Selling Shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of certain securities. In particular, during such times as the Selling Shareholders may be deemed to be engaged in a distribution of certain securities, and therefore be considered to be an underwriter, they must comply with applicable laws and may, among other things:

● not engage in any stabilization activities in connection with our securities;

● furnish each broker or dealer through which common stock may be offered, such copies of this Prospectus, as amended from time to time, as may be required by such broker or dealer; and

● not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

Our common stock is quoted on the OTC Bulletin Board, under the trading symbol “BHWX.OB”. The market for our stock is highly volatile. We cannot assure you that there will be a market in the future for our common stock.

Trading in stocks quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a company’s operations or business prospects. The OTC Bulletin Board should not be confused with the NASDAQ market. OTC Bulletin Board companies are subject to far fewer restrictions and regulations than are companies traded on the NASDAQ market. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like the NASDAQ Small Cap or a stock exchange. In the absence of an active trading market: (a) investors may have difficulty buying and selling or obtaining market quotations; (b) market visibility for our common stock may be lim ited; and (c) a lack of visibility for our common stock may have a depressive effect on the market price for our common stock.

None of the Selling Shareholders will engage in any electronic offer, sale or distribution of the shares. Further, neither we nor any of the Selling Shareholders have any arrangements with a third party to host or access our Prospectus on the Internet.

19

In the event of the transfer by any selling stockholder of his or her shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling stockholder who has transferred his or her shares.

In effecting sales, brokers and dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the Selling Shareholders or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the Selling Shareholders to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the Selling Shareholders if such broker-dealer is unable to sell the shares on behalf of th e Selling Shareholders. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such re-sales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above.

The Selling Shareholders and any broker-dealers or agents that participate with the Selling Shareholders in the sale of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

From time to time, the Selling Shareholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the Selling Shareholders intend to comply with the prospectus delivery requirements, under the Securities Act, by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any selling stockholder defaults under any customer agreement with brokers.

To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed, disclosing, the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.

We and the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the Selling Shareholders are distribution participants and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.

20

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the Selling Shareholders, the purchasers participating in such transaction, or both.

Mr. Kevin M. Murphy is the underwriter in this offering, as that term is defined in section 2(a)(11) of Rule 144  the Securities Act of 1933. Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

Regulation M

During such time as the Selling Shareholders may be engaged in a distribution of any of the securities being registered by this Prospectus, the Selling Shareholders are required to comply with Regulation M under the Exchange Act.  In general, Regulation M precludes any selling security holder, any affiliated purchaser and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of the distribution until the entire distribution is complete.

Regulation M defines a “distribution”as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods.  Regulation M also defines a “distribution participant”as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.  Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security.  We have informed the Selling Shareholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this Prospectus, and we have also advised the Selling Shareholders of the requirements for deli very of this Prospectus in connection with any sales of the shares offered by this Prospectus.

With regard to short sales, the Selling Shareholders cannot cover their short sales with securities from this offering.  In addition, if a short sale is deemed to be a stabilizing activity, then the Selling Shareholders will not be permitted to engage in such an activity.  All of these limitations may affect the marketability of our common stock.

Penny Stock Rules

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

21

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC which:

● contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

● contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of federal securities laws;

● contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask prices;

● contains the toll-free telephone number for inquiries on disciplinary actions;

● defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

● contains such other information, and is in such form (including language, type size, and format) as the SEC shall require by rule or regulation.

Prior to effecting any transaction in a penny stock, a broker-dealer must also provide a customer with:

● the bid and ask prices for the penny stock;

● the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock;

● the amount and a description of any compensation that the broker-dealer and its associated salesperson will receive in connection with the transaction; and

● a monthly account statement indicating the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, (ii) a written agreement to transactions involving penny stocks, and (iii) a signed and dated copy of a written suitability statement.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore our stockholders may have difficulty selling their shares.

Blue Sky Restrictions on Resale

When a selling security holder wants to sell shares of our common stock under this Prospectus in the United States, the selling security holder will need to comply with state securities laws, also known as “blue sky laws,” with regard to secondary sales.  All states offer a variety of exemptions from registration of secondary sales.  Many states, for example, have an exemption for secondary trading of securities registered under section 12(g) of the Exchange Act or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s.  The broker for a selling security holder will be able to advise the stockholder as to which states have an exemption for secondary sales of our common stock.

22

Any person who purchases shares of our common stock from a selling security holder pursuant to this Prospectus, and who subsequently wants to resell such shares will also have to comply with blue sky laws regarding secondary sales.

When this Prospectus becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether he will need to register or may rely on an exemption from registration.

DESCRIPTION OF SECURITIES

As of June 25, 2010 , there are 60, 472,016 shares of the Company’s common stock issued and outstanding, held by 15 holders of record.

Common Stock

On March 15, 2007, our board of directors approved a ten (10) for one (1) forward stock split of authorized, issued and outstanding shares of common stock. We amended our Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein it stated that we would issue ten shares for every one share of common stock issued and outstanding immediately prior to the effective date of the forward stock split. The change in the Articles of Incorporation was effected with the Nevada Secretary of State on April 6, 2007. As a result, the authorized capital increased from 30,000,000 to 300,000,000 shares of common stock with a par value of $0.001. The stock split is presented retroactively in these financial statements.

Our authorized capital stock currently consists of 300,000,000 shares of common stock, par value $0.001 per share. Our shareholders (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the board of directors; (ii) are entitled to share ratably in all of the assets for distribution to holders of common stock upon liquidation, dissolution or winding up of our business affairs; (iii) do not have pre-emptive, subscription or conversion rights, and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. All shares of common stock now outstanding are fully paid and non-assessable.

There are no provisions in our articles of incorporation or bylaws that would delay, defer or prevent a change in control of our company or a change in type of business.

Voting Rights

Each holder of our common stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote.  Since the shares of our common stock do not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to our Board of Directors.

23

Dividend Policy

Holders of our common stock are entitled to dividends if declared by the Board of Directors out of funds legally available for payment of dividends.  From our inception to the date of this Prospectus we did not declare any dividends.

We do not intend to issue any cash dividends in the future.  We intend to retain earnings, if any, to finance the development and expansion of our business.  However, it is possible that our management may decide to declare a stock dividend in the future.  Our future dividend policy will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

INTEREST OF NAMES EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us.  Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Macdonald Tuskey Corporate and Securities Lawyers, Suite 1210, 777 Hornby Street, Vancouver, BC, V6Z 1S4, Canada, has passed upon certain legal matters in connection with the validity of the issuance of the shares of common stock.

LBB & Associates Ltd., LLP, Houston, Texas, has audited our Financial Statements for the year ended August 31, 2009 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing.  There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim period.

DESCRIPTION OF OUR BUSINESS

General

We were incorporated in the State of Nevada on April 14, 2005.  We are engaged in the acquisition and exploration of mining properties.  We maintain our statutory registered agent’s office at 9360 W.  Flamingo #110-158 Las Vegas, NV 89147 and our business office is located at 1174 Manito Dr. PO Box 363, Fox Island, WA 98333. Our fiscal year end is August 31st.

Our Current Business – Mineral Exploration

We are an exploration stage resource company, and are primarily engaged in the business of exploration for gold, silver and lithium.

24

In August of 2009 we formed a wholly owned Nevada subsidiary, Blue Lithium Energy Inc., with the intent to acquire, explore and develop a portfolio of strategic lithium properties in the United States and Canada.  In November of 2009 we acquired exploration properties in Clayton Valley, Nevada by Blue Lithium. Our 1,120 acre, 56 placer mineral claims, site is located in the same area as the largest lithium brine production facility in the U.S. The Chemetall-Foote Mine facility has produced in excess of 50 million Kg of lithium to date and is scaled to produce 1.2 million Kg a year. The American Institute of Mining estimates the mineral resource of the Clayton Valley to be 750 million Kg of lithium. The lithium brine deposits are located at depths of a few hundred meters and can be extracted in an environmentally friendly manner.

On December 8, 2009 we incorporated Golden Black Hawk, Inc. as a wholly owned subsidiary under Nevada law. This subsidiary then entered into an agreement (“the Option Agreement”) on December 10, 2009 (“the Effective Date”) with HuntMountain Resources Inc (”HuntMountain”) to purchase 75% of HuntMountain’s option on a precious metal property in Nevada called Dun Glen.  The Option Agreement entitles us to acquire undivided legal and beneficial interests of up to 75% in the Dun Glen property free and clear of all liens, charges and claims of others.

More details on our mineral exploration properties and our anticipated plan for exploration can be found in the section titled “Description of Property” further in this Prospectus.

Market and Industry

Although there can be no assurance, large and well capitalized markets are readily available for all metals and precious metals throughout the world. A very sophisticated futures market for the pricing and delivery of future production also exists. At present there are no limitations with respect to the sale of metals or precious metals other than price. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for subject metals.

The mining industry is highly speculative and of a very high risk nature. As such, mining activities involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Few mining projects actually become operating mines.

The mining industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.

Competition

The mineral exploration industry is highly competitive. We are a new exploration stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.

25

Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.

We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.

General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration..

In the face of competition, we may not be successful in acquiring, exploring or developing profitable oil and gas properties or interests, and we cannot give any assurance that suitable oil and gas properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the oil and gas industry by:

● keeping our costs low;

● relying on the strength of our management’s contacts; and

● using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

Research and Development

We have not spent any money on research and development activities since our inception. We do not anticipate that we will not incur any research and development expenses over the next 12 months, but this may change if we are successful in acquiring new properties or interests. Our planned expenditures on our operations and the exploration program are summarized under the section of this Prospectus entitled “Description of Property”.

26

Intellectual Property

Other than the rights we own in our website: www.black-hawk-exploration.com. we have not filed for any protection of our trademark, and we do not have any other intellectual property.

Government Regulations

Any operations at the our mineral properties will be subject to various federal and state laws and regulations in the United States which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or our properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property in the United States.

The U.S. Forest Service requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project undertaken by us.

Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Any future mining operations at our mineral properties may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additi onal capital expenditures for pollution control in order to comply with the rules.

The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”), imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. Those liable groups include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our mineral properties or surrounding areas.

27

Employees and Consultants

At present, we have no employees, other than our executive officers who do not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to employees.

We intend to continue to use the services of subcontractors for manual labor exploration work and an engineer or geologist to manage the exploration program. Our only employees will be our senior officers and directors. In regards to our planned exploration program on the Dun Glen Property, we have retained Buster Hunsaker as senior geological consultant.  His compensation is on an hourly basis.

On January 1, 2010 we entered into a consulting agreement with Wannigan Consulting Corp. (“Wannigan”) to act as a consultant in the areas of corporate growth and acquisitions, accounting, business affairs, business operations, and financial and public company compliance for a period of  seven  months commencing January 1, 2010 and continuing through July 31, 2010.  Wannigan is compensated by payment of $10,000 upon signing of the Consulting Agreement and $6,000 per month.  This agreement is a non arms-length transaction as Howard Bouch is a common director of Wannigan and our company.

Reports to Security Holders

Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.

DESCRIPTION OF PROPERTY AND FACILITIES

We maintain our statutory registered agent’s office at 9360 W.  Flamingo #110-158 Las Vegas, NV 89147 and our business office is located at 1174 Manito Dr. PO Box 363, Fox Island, WA 98333. Tel: (253) 973-7135; fax: (253) 549-4329.

In November of 2009, we, through our wholly owned subsidiary Blue Lithium Energy Inc., acquired title to 56 placer mineral claims over a 1,120 acre site. The mineral claims give us the right to all of the minerals which can be claimed by placer claims underlying the land on which the claims have been staked. These claims are known as the Clayton Valley Claims and are described in full detail below.

28

On December 8, 2009 the Company formed a second wholly owned subsidiary in Nevada named Golden Black Hawk, Inc. This subsidiary then entered into the Option Agreement with HuntMountain, a public company that has the right to acquire 100% interest in a total of 73 mining claims in Pershing County in the State of Nevada. The Option Agreement entitles us to acquire undivided legal and beneficial interests of up to 75% in these claims free and clear of all liens, charges and claims of others.  These claims are known as the Dun Glen Project and are described in full detail below.

Dun Glen Project

Location and Access

The Dun Glen Project is located approximately 40 miles south west of Winnemucca, Nevada in Pershing County.  Access is available from Highway 80, exit 151 over a county maintained gravel road.  The entire area covers roughly 1870 acres comprised of 94 federal unpatented lode mining claims, of which 73 are covered by our agreement with HuntMountain.

29

Ownership Interest

Under the Option Agreement with HuntMountain we have an option entitling us to acquire certain legal and beneficial interests in and to Dun Glen Project, and to participate in the further exploration and, if deemed warranted, the development of the Dun Glen Project.  Specifically, we have acquired a right and option to acquire undivided legal and beneficial interests of up to 75% in the Dun Glen Project free and clear of all liens, charges and claims of others.

In order for us to exercise the option and acquire the 75% interest we are required to make the following payments to HuntMountain, and incur the expenses indicated, prior to the fourth anniversary of the date of the Option Agreement (the “Option Deadline”):

(1)	an initial payment of $50,000, which has been paid by us and issue 250,000 restricted shares of common stock;
(2)	pay a further $25,000 on the first anniversary of the Effective Date and issue 100,000 restricted shares of common stock;
(3)	pay a further $25,000 on the second anniversary of the Effective Date; and
(4)	incur or fund expenditures on the Property prior to the Option Deadline of not less than  $700,000 on or before the fourth anniversary of the Effective Date.

History of Previous Operations

The Dun Glen Property is an exploration stage property that has had a relatively small amount of contemporary geologic work done on it.  Historically, exploration and mineral production in the area began in the 1860’s.  During the 1930’s the Standard Gold Reduction and Milling Company worked on the Auld Lang Syne Mine on the Dun Glen Property.  Eventually all production from the mines in the area ceased and minimal work was undertaking until 2002.

Five drill holes were completed by Newmont Exploration in 2002 and consisted of a total of 2113 feet.  This drilling was inconclusive due largely to unforeseen drilling problems that required termination of some of the drill holes prior to reaching target depths.

Four drill holes were completed by HuntMountain Resources in 2006 and consisted of a total of 3,645 feet.  Three of the four holes reached their target depth and the core averaged 3.18 grams per tonne of gold and 8.0 grams per tonne of silver.

Present Condition of Property and Current State of Exploration

We have not yet commenced exploration of the Dun Glen Property. We intend to use a phased exploration approach by which the results of each phase will determine the nature and level of activities for the next.

Our initial plan of exploration is to complete comprehensive compilation of all acquired geophysical, geochemical, and geological data.  From this a phased program can be developed to evaluate the economic potential of the property.

30

In particular, over the next 12 months beginning July 2010, we intend to carry out the following actions with respect to the Dun Glen Property in two phases.  Phase 1 is an evaluation phase totaling $60,700.  Phase 2 is comprised of dump processing ($600,000) and exploration drilling ($404,352).  The Phase 2 plans are based on the results of Phase 1 work which is as follows:

Description of Phase of Exploration	Description of Exploration Work Required	Estimated Expenses ($)
Phase 1	1) Property-wide data compilation	$	9,750
	2) Measure and sample historic dumps (Geologist and Technician)	$	16,950
	3) Sample Costs (including trenching, assaying, and permit upgrades)	$	22,000
	4) Metallurgical Evaluation	$	12,000
Phase 2 (Dump Processing )	1) Load and move 50,000 tons of historic mine dumps	$	550,000
	2) Permit upgrades and estimated road improvements	$	50,000
Phase 2 (Exploration Drilling)	1) 8,000 foot drill program	$	276,988
	2) Drill Sample Assaying	$	54,686
	3) Drill Site Preparation	$	21,170
	4) Drill Supervision and Evaluation	$	51,508

(1) All costs and timings are estimates only, and these may change dramatically depending on unforeseen circumstances arising at each stage of the exploration program and the amount of financing available to us.

Mineralization

The Dun Glen Project is situated in a region of alternating, northerly-trending, faulted mountains and flat, sediment-filled valley floors.  It was created roughly 20 million years ago as a result of block faulting during extensional tectonics.  Rocks exposed in the region range in age from Cambrian to Holocene and comprise thick sequences of sedimentary, volcanic, intrusive and metamorphic rocks in a complex structural environment.

There are three separate areas at the Dun Glen Project which have previously undergone mining activity.  These are, from North to South, the Auld Lang Syne Mine area, the Black Hole Mine area and the Monroe Mine area.  Gold/silver-bearing veins were the prime target historically, although there is some low-grade sediment-hosted mineralization on the property that has not yet been well-documented, along with solidified breccias that tentatively appear to be localized.  The main zone of mineralization, which connects the Monroe Mine, Old Mill Adit and the Black Hole Mine, consists of a north-easterly trending corridor that appears to the about 300 feet wide on the south end near the Monroe Mine and as much as 1000 feet wide on the north end near the Auld Lang Syne Mine.

Mineralization at the Auld Lang Syne consists of several separate quartz veins that trend in a northerly direction, dipping 45-80 degrees to the east, hosted by silicified rhyolites.  Although the true width of this vein system is uncertain due to copious overburden, the apparent width is approximately 100 feet.  The vein system here contains four parallel veins, the average width of which is reported to be 0.8 meters.  No systematic chip sampling across this zone has yet been undertaken.

31

Mineralization at the Black Hole Mine consists primarily of gold/silver-bearing quartz veins that appear to follow the contact between two mineral formations.  This contact is probably faulted according to a geology report.  Both Type A (bright white, massive to stockwork, coarse crystalline, opaque quartz with traces of sulfides, most commonly pyrite) and Type B (light grey, fine-crystalline, translucent, vuggy quartz that contains up to 0.5% sphalerite and galena with lesser amounts of pyrite, chalcopyrite, arsenopyrite and stibnite) quartz vein mineralization were found on the dump in previous reviews of the property.  No historic data on the Black Hole Mine workings is readily available, and the mine is presently inaccessible.  Therefore, the true width of the mineralization at the Black hole Mi ne is uncertain.  At the Black Hole Mine, the quartz vein reportedly strikes northeast with a 45 degree dip to the southeast.

Mineralization in the Monroe Mine area also consists of gold/silver-bearing quartz vein mineralization, although it is hosted entirely in a Metarhyolite rock formation.  The Monroe Mine dump contains much Type A quartz vein material and scarce samples of Type B quartz vein material.  A small prospect pit which lies about 500 feet off the main Monroe Mine Adit contains scarce samples of Type B quartz vein material also.  This mineralization could not be seen in place since the adit is partially caved near the portal and partially flooded.  Therefore the true width of the quartz vein mineralization in the Monroe Mine area is uncertain.

Historically this area has been explored and mined for gold/silver production.  However, our management believes that there are significant deposits of gold and silver which have not yet been explored.  We have not yet undertaken any exploration work on the Dun Glen Project and the existence of any gold or silver cannot be assured.

Clayton Valley Claims

Location and Access

The Clayton Valley Claims are located in Clayton Valley, Esmeralda Country, Nevada, 214 highway miles North of Las Vegas, Nevada.  They are accessible via Highway 264 that proceeds south from Interstate 95 and then connects to a gravel road.  Access to the claims is via 52 miles of paved U.S. and Nevada State highways from Tonopah leading to 4 miles of improved gravel roads within Clayton Valley which crosses the center of the claims.  Sources of power and water are available less than 3 miles from the claims.  Labor and supplies are available at Tonopah, Las Vegas or Reno which are local and regional mining and supply centers.  The entire area covers approximately 1120 acres comprised of 56 placer mineral claims located in the same geological formation as Chemetall-Foote mining operation.

32

33

We hold mineral exploration rights on the Clayton Valley Claims directly from the Department of the Interior, Bureau of Land Management (BLM), through our wholly owned subsidiary Blue Lithium Energy, Inc.  Our annual expenses associated with keeping this property in good standing are estimated at $10,220.

History of Previous Operations

During the mid-to late 1970’s the U.S. Geological Survey (“USGS”) evaluated lithium deposits and resources around the world.  During the course of the program they drilled 22 holes in Nevada and Arizona.  Initial drilling was in Clayton Valley (one of these drill sites was on one of our claims adjacent to Chemetall-Foote) to evaluate the known continental-brines.  

The Clayton Valley Claims’ 1,120 acre site is located in the Clayton Valley which is the home of the largest lithium brine production facility in the U.S. The Chemetall-Foote facility has produced in excess of 50 million kilograms of lithium to date and is scaled to produce 1.2 million kilograms a year.

Present Condition of Property and Current State of Exploration

Hunsaker, Inc., our consulting geologists have recommended an initial drill program for lithium bearing brines. The brines are expected to occur between 600 and 800 feet based on the 1980’s U.S. Geological Survey work completed in the 1970’s by the U.S. Geological Survey and the nearby producing wells at the Chemetall-Foote Silver Peak operation also in Clayton Valley. Drilling costs are estimated to be $30 a foot and the drill program is designed to identify the depth of the Brines, Lithium concentration, chemical characteristics and the geologic/aquifer settings.

34

We have recently engaged Boart Longyear Limited (“Boart”) to commence drilling on the Clayton Valley Claims.  We had previously received an affirmative decision from the United States Department of Interior, Bureau of Land Management (“BLM”), Tonopah, Nevada for exploration on the Clayton Valley Claims.  A financial guarantee bond was required and has been submitted and accepted by the BLM, Branch of Minerals Adjudication to warranty complete reclamation of any environmental disturbance to the drill area and keep within our corporate “Green Policy”. The BLM determination notice will remain in effect for 2 years from the date of the approval decision. The original Notice of Drill Exploration was filed by Blue Lithium Energy, Inc., our wholly owned subsidiary, on November 25th, 2009 and the engagement of Boart will allow our management to put into effect our drill program and confirm the lithium brine levels at the Clayton Valley Claims.

Mineralization

The American Institute of Mining estimates the mineral resource of the Clayton Valley to be 750 million kg of lithium. The Clayton Valley lithium brine deposit is found at depths of a few hundred meters and is easily extractable in an environmentally friendly manner. The American Institute of Mining estimates the Lithium resources of the Clayton Valley to be 750,000,000 kilograms.  USGS holes drilled in the new target area  had 1.3 and 1.7 parts per million (“ppm”)  lithium in the brines that were intersected plus 287 and 364 ppm lithium in the sediments.  Our management believes that these results are within the range of values that could be indicative for lithium brines in the target area.  Please refer to the map of the Clayton Valley area on the previous page for a referenc e on location of the drill holes.

Aside from lithium, minerals that can easily be identified in this area (mostly as crystals a few millimeters in size) include: Plagioclase (a type of feldspar), Hornblende, Clinopyroxene and Orthopyroxene, Olivine, and Magnetite.

35

Index of Geologic Terms

Term	Definition
Adit	a passage driven into a mine from the side of a hill
Arsenopyrite	monoclinic mineral, 8[FeAsS]; pseudo-orthorhombic, prismatic, and metallic silver-white to steel gray; the most common arsenic mineral and principal ore of arsenic; occurs in many sulfide ore deposits, particularly those containing lead, silver, and gold
Breccia	a rock formed from fragments of pre-existing rock in which the gravel-sized particles are angular in shape and make up an appreciable volume of the rock.
Chalcopyrite	a sulfide of copper and iron, CuFeS2; sometimes called copper pyrite or yellow copper ore
Clinopyroxene	a group name for monoclinic pyroxenes
Galena	a mineral containing mainly lead sulfide that is blue-gray in color.
Hornblende	A rock-forming ferromagnesian silicate mineral with double chains of silicon-oxygen tetrahedra
Magnetite	iron oxide, Fe3O4. Black; strongly magnetic. Important ore of iron
Olivine	A mineral group including fayalite, Fe2 SiO4; forsterite, Mg2 SiO4; liebenbergite, (Ni,Mg)2 SiO4; and tephroite, Mn2 SiO4; orthorhombic; olive green, grayish green, brown, or black
Orthopyroxene	The subgroup name for pyroxenes crystallizing in the orthorhombic system, commonly containing no calcium and little or no aluminum
Overburden	Designates material of any nature, consolidated or unconsolidated, that overlies a deposit of useful materials, ores, or coal - esp. those deposits that are mined from the surface by open cuts
Plagioclase	common rock-forming minerals, have characteristic polysynthetic twinning, and commonly display zoning. The term was originally applied to all feldspars having an oblique angle between the two main cleavages
Pyrite	A sulfide mineral, iron sulfide, FeS2
Pyroxene	A group of chiefly magnesium-iron, and many other rock-forming minerals. Although members of the group fall into different systems (orthorhombic, monoclinic, and triclinic), they are closely related in form, composition, and structure
Pyrrhotite	a brownish iron sulfide mineral having weak magnetic properties
Quartz	A silicate mineral, SiO2, composed exclusively of silicon-oxygen tetrahedra, with all oxygens joined in a three-dimensional network. Crystal form is six-sided prism tapering at end, with prism faces striated transversely
Rhyolite	Fine-grained igneous rock with composition of granite
Silicification	A process of fossilization whereby the original organic components of an organism are replaced by silica, as quartz, chalcedony, or opal
Sphalerite	a mineral; zinc sulfide, nearly always contains iron, (Zn, Fe)S. Principal ore of zinc

Stibnite	An orthorhombic mineral, Sb2 S3; dimorphous with metastibnite; soft; metallic; may contain gold and silver; occurs in massive forms and in vertically striated prisms having perfect cleavage, in low-temperature veins and around hot springs; the chief source of antimony
Sulfide	A mineral compound characterized by the linkage of sulfur with a metal or semimetal
Vug	Small unfilled cavity in rock, usually lined with crystalline layer of different composition from surrounding rock

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

36

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is not traded on any exchange.  Our common stock is quoted on OTC Bulletin Board under the trading symbol “BHWX.OB”.   We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.

The following table reflects the high and low bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Bulletin Board
Quarter Ended(1)	High	Low
May 31 , 2010	$ 0.74	$ 0.42
February 28, 2010	$1.08	$0.49
November 30, 2009	$1.73	$0.44

 (1)           The first trade in our stock did not occur until September 24, 2009. 

Holders of our Common Stock

Our common shares are issued in registered form. Empire Stock Transfer Co., 1859 Whitney Mesa Dr., Henderson, NV 89014 is our stock transfer agent. They can be contacted by telephone at (702) 818-5898 and by facsimile at (702) 974-1444. As of February 22, 2010 our stock was held by 15 holders of record.

Dividends

We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans in place.

37

FINANCIAL STATEMENTS

Our financial statements are stated in U.S. dollars and are prepared in conformity with generally accepted accounting principles of the United States. The following financial statements pertaining to our company are filed as part of this registration statement: Audited financial statements for the period from April 14, 2005 (inception) through August 31, 2009. Unaudited interim financial statements for the six month period ended February 28, 2010.

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Years Ended August 31, 2008 and 2009

CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
FINANCIAL STATEMENTS
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Stockholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to the Consolidated Financial Statements	F-7

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Period ended February 28, 2010

CONTENTS

	Page
Balance Sheets	F-15
Statements of Operations	F-16
Statements of Stockholders’ Equity
Statements of Cash Flows	F-17
Notes to the Consolidated Financial Statements	F-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Black Hawk Exploration Inc.

(An Exploration Stage Company)

Fox Island, WA

We have audited the accompanying consolidated balance sheets of Black Hawk Exploration Inc. (the “Company”) as of August 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended and the period from April 14, 2005 (inception) through August 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Black Hawk Exploration Inc. as of August 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years then ended and the period from April 14, 2005 (inception) through August 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company’s absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2010 raise substantial doubt about its ability to continue as a going concern. The 2009 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ LBB & Associates Ltd., LLP

Houston, Texas

November 24, 2009

F-2

BLACK HAWK EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

	August 31,			August 31,
	2009			2008
ASSETS
Current assets
Cash	$	13,000		$	26,393
Prepaid expenses		33,500			5,000
Total current assets		46,500			31,393
Mineral property		3,700			-
Total assets	$	50,200		$	31,393
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	-		$	4,314
Total current liabilities		-			4,314
Total liabilities		-			4,314
COMMITMENTS
STOCKHOLDERS’ EQUITY:
Common stock, $.001 par value, 300,000,000 shares authorized, 59,201,428 and 58,301,428 shares issued and outstanding as of August 31, 2009 and 2008, respectively		59,201			58,301
Additional paid-in capital		687,099			597,999
Deficit accumulated during the exploration stage		(696,100	)		(629,221	)
Total Stockholders’ Equity		50,200			27,079
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	50,200		$	31,393

The accompanying notes are an integral part of these consolidated financial statements

F-3

BLACK HAWK EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended August 31, 2009 and 2008

and the Period from April 14, 2005 (Inception) through August 31, 2009

	Years Ended August 31,						Inception through
	2009			2008			August 31, 2009
Cost and expenses:
Mineral costs	$	1,300		$	530		$	1,830
General and administrative		35,579			49,794			139,708
Stock-based compensation		30,000			-			30,000
Impairment of mineral property costs		-			233,051			524,562
Loss from operations		(66,879	)		(283,375	)		(696,100	)
Net loss	$	(66,879	)	$	(283,375	)	$	(696,100	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding:
Basic and diluted		58,359,784			58,291,182

The accompanying notes are an integral part of these consolidated financial statements

F-4

BLACK HAWK EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Period from April 14, 2005 (Inception) through August 31, 2009

	Common Stock				Additional			Subscription			Deficit Accumulated During the Exploration
	Shares*		Amount		Paid-in Capital			Receivable			Stage			Total
Issuance of common stock for cash		55,470,000	$	55,470	$	(1,170	)	$	(2,000	)	$	-		$	52,300
Net loss		-		-		-			-			(2,095	)		(2,095	)
Balance, August 31, 2005		55,470,000		55,470		(1,170	)		(2,000	)		(2,095	)		50,205
Cash receipt for subscription receivable		-		-		-			2,000			-			2,000
Net loss		-		-		-			-			(17,510	)		(17,510	)
Balance, August 31, 2006		55,470,000		55,470		(1,170	)		-			(19,605	)		34,695
Issuance of common stock for cash		2,571,428		2,571		417,429			-			-			420,000
Issuance of common stock for mineral property costs		210,000		210		146,790			-			-			147,000
Net loss		-		-		-			-			(326,241	)		(326,241	)
Balance, August 31, 2007		58,251,428		58,251		563,049			-			(345,846	)		275,454
Issuance of common stock for mineral property costs		50,000		50		34,950			-			-			35,000
Net loss		-		-		-			-			(283,375	)		(283,375	)
Balance, August 31, 2008		58,301,428		58,301		597,999			-			(629,221	)	$	27,079
Issuance of common stock for cash		600,000		600		59,400			-			-			60,000
Issuance of common stock for services		300,000		300		29,700			-			-			30,000
Net loss		-		-		-			-			(66,879	)		(66,879	)
Balance, August 31, 2009		59,201,428	$	59,201	$	687,099		$	-		$	(696,100	)	$	50,200

*The common stock issued has been retroactively restated to reflect a forward stock split of 10 new shares for 1 old share, effective March 15, 2007.

The accompanying notes are an integral part of these consolidated financial statements

F-5

BLACK HAWK EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended August 31, 2009 and 2008

and the Period from April 14, 2005 (Inception) through August 31, 2009

	August 31, 2009			August 31, 2008			Inception through August 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(66,879	)	$	(283,375	)	$	(696,100	)
Adjustments to reconcile net loss to cash used by operating activities:
Impairment of mineral property costs		-			233,051			524,562
Stock-based compensation		30,000			-			30,000
Net change in:
Prepaid expenses		(28,500	)		(5,000	)		(33,500	)
Accounts payable		(4,314	)		164			-
Due to related party		-			(5,087	)		-
CASH FLOWS USED IN OPERATING ACTIVITIES		(69,693	)		(60,247	)		(175,038	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral property expenditures		(3,700	)		(2,665	)		(346,262	)
CASH FLOWS USED IN INVESTING ACTIVITIES		(3,700	)		(2,665	)		(346,262	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from common stock issuance		60,000			-			534,300
Cash received for share subscriptions		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES		60,000			-			534,300
NET INCREASE (DECREASE) IN CASH		(13,393	)		(62,912	)		13,000
Cash, beginning of period		26,393			89,305			-
Cash, end of period	$	13,000		$	26,393		$	13,000
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON CASH TRANSACTION:
Stock issued for mineral property costs	$	-		$	35,000		$	182,000
Reclassification of deposit to mineral property costs	$	-		$	80,062		$	-

The accompanying notes are an integral part of these consolidated financial statements

F-6

BLACK HAWK EXPLORATION INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS

Black Hawk Exploration Inc. (“the Company”) was incorporated in Nevada on April 14, 2005, to engage in acquisition and exploration of mineral properties.

On August 11, 2009 the Company formed Blue Lithium Energy Inc. (“Blue Lithium”), a wholly owned subsidiary under the laws of the State of Nevada to acquire, explore and develop lithium properties in the United States and Canada.

On December 09, 2009 The Company formed Golden Black Hawk, Inc. (“Golden Black Hawk”), a wholly owned subsidiary under the laws of the State of Nevada to acquire, explore and develop gold properties in the United States and Canada.

Going concern

These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred losses since inception of $696,100. Further losses are anticipated in the development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability.

The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

There can be no assurance that capital will be available as necessary to meet the Company’s working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected.

F-7

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The accompanying consolidated financial statements included all of the accounts of the Company and its wholly-owned subsidiary, Blue Lithium Energy Inc., a Nevada Corporation. All intercompany transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments with an original maturity of ninety days or less.

Exploration Stage Company

The Company complies with Financial Accounting Standard Board Statement (“SFAS”) No. 7 for its characterization of the Company as an Exploration Stage Company.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period. Actual results may differ from those estimates.

Mineral Property Acquisition Costs

The costs of acquiring mineral properties are capitalized and amortized over their estimated useful lives following the commencement of production or expensed if it is determined that the mineral property has no future economic value or the properties are sold or abandoned.

Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.

The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon the Company’s ability to recover its spent costs from the sale of its interests. The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values.

The capitalized amounts may be written down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. Management of the Company reviews the carrying value of each mineral property interest quarterly, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows.

F-8

Exploration and Development Costs

Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.

Impairment of Mineral Rights

The Company reviews mineral rights for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the company’s current business model. During the years ended August 31, 2009 and 2008, the Company recorded impairment to mineral rights of $Nil and $233,051, respectively.

Asset Retirement Obligations

The Company has adopted the provisions of SFAS No. 143 “Accounting for Asset Retirement Obligations,” which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The adoption of this standard has had no effect on the Company’s financial position or results of operations. As of August 31, 2009 any potential costs relating to the ultimate disposition of the Company’s mineral property interests have not yet been determinable.

Stock Based Compensation

Stock based compensation expense is recorded in accordance with SFAS 123R (Revised 2004), Share-Based Payment, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

F-9

Basic Loss per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares outstanding during the periods has been retroactively restated to reflect a forward stock split of 10 new shares for 1 old share, effective March 15, 2007.

Income Taxes

The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Financial Instruments

As of August 31, 2009, the Company’s financial instruments consist of cash. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of the financial instrument approximates its carrying value, unless otherwise noted.

Recent Accounting Pronouncements

During the year ended August 31, 2009 and subsequently, the Financial Accounting Standards Board (“FASB”) has issued a number of financial accounting standards, none of which did or are expected to have a material impact on the Company’s results of operations, financial position, or cash flows, with exception of:

New Accounting Pronouncements (Adopted)

SFAS No. 157.    In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). This statement defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements, but does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and inter im periods within those fiscal years. In February 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 157-2, Effective Date of FASB Statement No. 157 (“FSP FAS 157-2”), which delayed the effective date of SFAS No. 157 for certain nonfinancial assets and liabilities to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. We adopted SFAS No. 157 for the Company’s financial assets and liabilities in the first quarter of fiscal 2009, and provisions for nonfinancial assets and liabilities in the first quarter of fiscal 2010, which did not result in recognition of a transaction adjustment to retained earnings or have a material impact on our financial condition, results of operations or cash flows.< /font>

F-10

SFAS No. 165.    In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”). This statement provides guidance to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. This statement is effective for interim or fiscal periods ending after June 15, 2009, and is applied prospectively. We adopted SFAS No. 165 in the year ended August 31, 2009; this adoption did not have any impact on our financial condition, results of operations or cash flows.

New Accounting Pronouncements (Not yet adopted)

SFAS No. 168.    In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally of Generally Accepted Accounting Principles — a Replacement of FASB Statement No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect the adoption of SFAS No. 168 will not have a material impact on our financial condition, results of operations or cash flows.

NOTE 3 – MINERAL RIGHTS

During August, 2009, a geologist engaged by the Company identified and acquired 56 lithium claims in the State of Nevada on behalf of the Company. The titles to these claims were transferred to the Company subsequent to the year end.

During the year ended August 31, 2008, the Company allowed its mineral property options on the Northwest Territories property to expire.  Accordingly, an impairment charge of $233,051 was recorded to write-off the assets.

NOTE 4 - RELATED PARTY TRANSACTIONS

On July 27, 2009, the Company signed a consulting agreement (the “Consulting Agreement”) for a term of eight months with a private company (the “Consultant”) that has a common director with the Company, whereby the Consultant receives $3,000 per month for consulting services on corporate, administrative, business planning and business analysis, and receives a maximum of $500 per month for preapproved expenses. In accordance with the Consulting Agreement, consulting fees of $6,000 for the first and last month of the term of the Agreement were paid and 280,000 common shares of the Company were issued to the Consultant upon signing of the Consulting Agreement (Note 6). On September 5, 2009 the consulting fees were increased to $4,000 per month in an amended agreement, which were further amended to $4,500 per month on October 5, 2009 (Note 5). In addition, the Company paid consulting fees of $3,000 to the Consultant for services provided prior to the signing of the Agreement.

F-11

During the year ended August 31, 2009, the Company issued 20,000 common shares to the two new directors of the Company, valued at $0.10 per share for total director’s compensation of $2,000.

During the year ended August 31, 2008, total management fee of $22,449 was paid to a director of the Company. As of August 31, 2008, this director resigned and no balance was owed to this director.

NOTE 5 - COMMITMENTS

In accordance with the amended Consulting Agreements with a related party of the Company, the Company pays the related consultant consulting fees of $4,000 for the month of September, 2009, and $4,500 per month for the five months from October 2009 to February 2010, and a maximum of $500 for preapproved expenses per month for the six months from September 2009 to February 2010 (Note 4).

NOTE 6 - COMMON STOCK

The Company’s authorized stocks consist of 300,000,000 common shares at a par value of $0.001.

In October 2006, the Company raised $20,000 from the sale of 2,000,000 post-split common shares at $0.10 per share.

On March 15, 2007, the board of directors approved a ten (10) for one (1) forward stock split of authorized, issued and outstanding shares of common stock. The Company amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein it stated that it would issue ten shares for every one share of common stock issued and outstanding immediately prior to the effective date of the forward stock split. The change in the Articles of Incorporation was effected with the Nevada Secretary of State on April 6, 2007. As a result, the authorized capital increased from 30,000,000 to 300,000,000 shares of common stock with a par value of $0.001. The stock split is presented retroactively in these financial statements.

On May 30 2007, the Company closed a private placement for an aggregate of 571,428 common shares at a price of $0.70 for total proceeds of $400,000. These common shares were issued in June 2007.

From June to August 2007, the Company issued 210,000 common shares valued at $147,000 in connection with its mineral property option agreements and acquisition agreement.

The Company issued 50,000 shares for a mineral property option in November 2007 valued at $35,000.

F-12

In August 2009, the Company issued 600,000 common shares at $0.10 per share for total proceeds of $60,000.

In August 2009, the Company issued 280,000 common shares valued at $0.10 per share to a related-party consultant of the Company (Note 4).

In August 2009, the Company issued 20,000 common shares valued at $0.10 per share to the two new directors of the Company (Note 4).

As of August 31 2009, 59,201,428 shares of the Company’s common stock are issued and outstanding.

NOTE 7 - INCOME TAXES

The Company follows Statement of Financial Accounting Standards Number 109 (“SFAS 109”), “Accounting for Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	August 31, 2009			August 31, 2008
Income tax benefit attributable to:
Net operating loss	$	12,500		$	96,000
Change in valuation allowance		(12,500	)		(96,000	)
Net refundable amount	$	-		$	-

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	August 31, 2009			August 31, 2008
Deferred tax asset attributable to:
Net operating loss carryover	$	226,400		$	213,900
Valuation allowance		(226,400	)		(213,900	)
Net deferred tax asset	$	-		$	-

F-13

At August 31, 2009, the Company had an unused net operating loss carry-forward approximating $666,000 that is available to offset future taxable income; the loss carry-forward will start to expire in 2025.

NOTE 8 – SUBSEQUENT EVENTS

On October 16, 2009 the Company received gross proceeds of $55,000 for subscriptions of 64,705 shares of the Company’s common stock at $0.85 per share. These shares have not been issued.

On October 19, 2009 the Company entered into an equity financing agreement (the “Financing Agreement”), whereby the Company may draw up to $1,000,000 by issuing units (the “Units”) at $0.85 per unit with each unit consisting of one share of the Company’s common stock and one common stock purchase warrant exercisable into one common share for two years, at $1.05 for the first 12 months and $1.25 for the second 12 months. Under the terms of the agreement the Company has the right to call upon funds as needed. The securities will be issued upon receiving registration approval. In accordance with the Financing Agreement on November 20, 2009 the Company received gross proceeds of $200,000 for subscription of 235,294 units at $0.85 per unit. The units have not been issued.

In November 2009 the Company completed its acquisition of 100% interest in 56 lithium claims at a 1,120 acre site in the state of Nevada at a total cost of $34,434.

The Company has evaluated subsequent events for recognition or disclosure through the date these financial statements were available to be issued, November 24, 2009.

F-14

BLACK HAWK EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

	February 28,			August 31,
	2010			2009
	(Unaudited)
ASSETS
Current assets
Cash	$	169,202		$	13,000
Restricted cash		22,474			-
Prepaid expenses		52,000			33,500
Total current assets		243,676			46,500
Mineral properties		325,171			3,700
Total assets	$	568,847		$	50,200
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total liabilities	$	-		$	-
COMMITMENTS
STOCKHOLDERS’ EQUITY:
Common stock, $.001 par value, 300,000,000 shares authorized,
60,236,722 and 59,201,428 shares issued and outstanding as of February 28, 2010 and August 31, 2009 respectively		60,236			59,201
Additional paid-in capital		1,526,063			687,099
Deficit accumulated during the exploration stage		(1,017,452	)		(696,100	)
Total Stockholders’ Equity		568,847			50,200
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	568,847		$	50,200

The accompanying notes are an integral part of these consolidated financial statements

F-15

BLACK HAWK EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Six Months Ended February 28, 2010 and 2009

and the Period from April 14, 2005 (Inception) through February 28, 2010

(Unaudited)

	Six Months Ended February 28,						Three Months Ended February 28,						Inception through February 28,
	2010			2009			2010			2009			2010
Cost and expenses:
Mineral costs	$	68,894		$	-		$	60,931		$	-		$	70,724
General and administrative		117,458			13,850			79,577			8,340			257,166
Stock-based compensation		135,000			-			135,000			-			165,000
Impairment of mineral property costs		-			-			-			-			524,562
Loss from operations		(321,352	)		(13,850	)		(275,508	)		(8,340	)		(1,017,452	)
Net loss	$	(321,352	)	$	(13,850	)	$	(275,508	)	$	(8,340	)	$	(1,017,452	)
Net loss per share:
Basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding:
Basic and diluted		59,309,504			58,301,428			59,418,781			58,301,428

The accompanying notes are an integral part of these consolidated financial statements

F-16

BLACK HAWK EXPLORATION INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended February 28, 2010 and 2009

and the Period from April 14, 2005 (Inception) through February 28, 2010

(Unaudited)

	Six Months Ended February 28, 2010			Six Months Ended February 28, 2009			Inception through February 28, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(321,352	)	$	(13,850	)	$	(1,017,452	)
Adjustments to reconcile net loss to cash used by operating activities:
Impairment of mineral property costs		-			-			524,562
Stock-based compensation		135,000			-			165,000
Net change in:
Restricted cash		(22,474	)		-			(22,474	)
Prepaid expenses		(39,971	)		-			(52,000	)
Accounts payable		-			6,880			-
Due to related party		-			-			-
CASH FLOWS USED IN OPERATING ACTIVITIES		(248,797	)		(6,970	)		(402,364	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Mineral property expenditures		(50,000	)		-			(417,733	)
CASH FLOWS USED IN INVESTING ACTIVITIES		(50,000	)		-			(417,733	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from common stock issuance		454,999			-			989,299
Cash received for share subscriptions		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES		454,999			-			989,299
NET INCREASE (DECREASE) IN CASH		156,202			(6,970	)		169,202
Cash, beginning of period		13,000			26,393			-
Cash, end of period	$	169,202		$	19,423		$	169,202
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON CASH TRANSACTION:
Stock issued for mineral property costs	$	250,000		$	-		$	432,000
Reclassification of deposit to mineral property costs	$	21,471		$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

F-17

BLACK HAWK EXPLORATION INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Black Hawk Exploration Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for th e full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year August 31, 2009 as reported in Form 10-K, have been omitted.

On December 8, 2009 the Company formed Golden Black Hawk, Inc., a second wholly-owned subsidiary under the laws of the State of Nevada to acquire, explore and develop gold properties in the United States and Canada.

NOTE 2 – MINERAL RIGHTS

BMP Property

During the year ended August 31, 2009 a geologist engaged by the Company identified and acquired 56 lithium claims in the State of Nevada on behalf of the Company. The titles to these claims were transferred to the Company in November, 2009.  As at February 28, 2010 the Company incurred $25,171 of acquisition costs related to the mineral rights of BMP Property.

Dun Glen Property

On December 10, 2009, (the “Effective Date”), the Company entered into a property interest purchase option agreement (the “Option Agreement”) with HuntMountain Resources Ltd. (“HuntMountain”), a public company that has the option right to acquire 100% interest in a total of 73 mining claims (the “Claims”) in Pershing County in the State of Nevada (the “Property”).

The Option Agreement entitles the Company to acquire undivided legal and beneficial interests of up to 75% in the Property free and clear of all liens, charges and claims of others. Considerations for the Option Agreement are as follows:

-   An initial payment of $50,000 (paid) and issuance of 250,000 restricted shares of common stock on the Effective Date (issued on February 23, 2010) (Note 5);

-   A further payment of $25,000 and issuance of 100,000 restricted shares of common stock on the first anniversary of the Effective Date;

-   A further payment of $25,000 on the second anniversary of the Effective Date;

-   Incur or fund expenditures on the Property of not less than $700,000 on or before the fourth anniversary of the Effective Date.

As at February 28, 2010 the Company incurred $300,000 of acquisition costs related to the mineral rights of the Dun Glen Property.

F-18

Due to the recent acquisitions of the aforementioned properties, management does not consider any impairment of the assets necessary as of February 28, 2010.

NOTE 3 - RELATED PARTY TRANSACTIONS

During the six months ended February 28, 2010, the Company paid total consulting fees of $71,000 to a private company that has a common director with the Company.

During the six months ended February 28, 2010, the Company paid rent of $1,600 to a public company with a common director and CEO with the Company.

NOTE 4 - COMMITMENTS

In accordance with the amended Consulting Agreements dated January 1, 2010 with a company with a common director of the Company, the Company pays consulting fees of $10,000 up front and $6,000 per month and preapproved office expenses of $1,000 through July, 2010. The Consulting Agreement is automatically renewed for a further seven months unless a notice of termination is received.

On December 1, 2009 the Company entered into an office rent agreement with a public company that has a common director and CEO with the Company at $400 per month for office space in Nevada. The term of the agreement is on a month by month basis starting from December, 2009. A deposit of $1,200 is paid upon signing of the agreement.

NOTE 5 - COMMON STOCK

On October 16, 2009 the Company received gross proceeds of $54,999 for subscriptions of 64,706 shares of the Company’s common stock at $0.85 per share. These shares were issued in February, 2010.

On October 19, 2009 the Company entered into an equity financing agreement (the “Financing Agreement”), whereby the Company may draw up to $1,000,000 by issuing units (the “Units”) at $0.85 per unit with each unit consisting of one share of the Company’s common stock and one common stock purchase warrant exercisable into one common share for two years, at $1.05 for the first 12 months and $1.25 for the second 12 months. Under the term of the agreement the Company has the right to call upon funds as needed, subject to approval by the counter-party. In accordance with the Financing Agreement, as of February 28, 2010 the Company has received gross proceeds of $400,000 for subscription of 470,588 units at $0.85 per unit. The units were issued in February, 2010.

In February, 2010 the Company issued 250,000 common shares of the Company in accordance with the Dun Glen Property Option agreement (Note 2). The shares are valued at $1.00 per share for a total of $250,000 based on the fair market value of the Company’s stock on December 10, 2009, the effective day of the Option Agreement.

In February, 2010 the Company issued 250,000 common shares of the Company to a consulting firm in accordance with a letter agreement effective on February 1, 2010 for consulting services on the Company’s website and shareholder presentation and investment opportunities. The shares are valued at $0.54 per share for a total value of $135,000 based on the fair market value of the Company’s stock on February 1, 2010.

On February 4, 2010, Kevin Murphy, our CEO, acquired 12,000,000 shares of our common stock from one of our majority shareholders.  These shares were purchased in a private transaction for total consideration of $10,200,000.

F-19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in the section entitled “Risk Factors” beginning on page 10 of this registration statement.

General Information

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

We are an exploration stage company. There is no assurance that commercially viable mineral deposits exist on the mineral property that we have under option. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the claim is determined.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period ended February 28, 2010.

Six Months ended February 28, 2010

During the six months ended February 28, 2010, operating expenses totaled $321,352, and we experienced a net loss of $321,352 against no revenues. During the six months ended February 28, 2009, operating expenses totaled $13,850, and we experienced a net loss of $13,850 against no revenues. The increased operating expenses and net loss resulted from the lack of activities in the six month period in 2009. There were no mineral costs or stock-based compensation in 2009, while the Company incurred $68,894 related to mineral exploration activities and $135,000 stock based compensation by issuing 250,000 shares of the Company’s common stock for consulting services in the six month period in 2010. General and administrative expenses increased from $13,850 to $117,458 when the Company’s overall operation level increased from 2009.

Three Months ended February 28, 2010

During the three months ended February 28, 2010, operating expenses totaled $275,508, and we experienced a net loss of $275,508 against no revenues. During the three months ended February 28, 2009, operating expenses totaled $8,340, and we experienced a net loss of $8,340 against no revenues. The increased operating expenses and net loss resulted from the lack of activities in the six month period in 2009. There were no mineral costs or stock-based compensation in 2009, while the Company incurred $60,931 related to mineral exploration activities and $135,000 stock based compensation by issuing 250,000 shares of the Company’s common stock for consulting services in the three month period in 2010. General and administrative expenses increased from $8,340 to $79,577 when the Company’s overall operation level increased from 2009.< /font>

38

Financial Condition, Liquidity and Capital Resources

At February 28, 2010, there was a working capital of $243,676.

At February 28, 2010, our total current assets were $243,676, which consisted of cash of $169,202, restricted cash of $22,474 and prepaid expenses of $52,000.

At February 28, 2010, our total current liabilities were $nil, as is at August 31, 2009.

Historically, we have financed our cash flow and operations from the sale of stock and advances from shareholders. Net cash provided by financing activities was $989,299 from inception to February 28, 2010.

We have no external sources of liquidity in the form of credit lines from banks.

On October 19, 2009 the Company entered into an equity financing agreement (the “Financing Agreement”), whereby the Company may draw up to $1,000,000 by issuing units (the “Units”) at $0.85 per unit with each unit consisting of one share of the Company’s common stock and one common stock purchase warrant exercisable into one common share for two years, at $1.05 for the first 12 months and $1.25 for the second 12 months. Under the term of the agreement the Company has the right to call upon funds as needed. The securities will be issued upon receiving registration approval. In accordance with the Financing Agreement, as of February 28, 2010 the Company has received gross proceeds of $400,000 for subscription of 470,588 units at $0.85 per unit. The units were issued in February, 2010.

Plan of Operation

Cash Requirements

Over the twelve months ending February 28, 2011 we plan to expend a total of approximately $150,000 in respect of future mineral property acquisitions.

Based on our current plan of operations, we require immediate funds to commence our exploration operations. We currently have cash on hand of $169,202. We anticipate that we will have to raise additional cash of approximately $1,000,000 to allow us to complete our proposed exploration program. If we fail to raise sufficient funds, we may modify our operations plan accordingly. Even if we do raise funds for operations, there is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

We do not have enough funds to commence and complete our proposed exploration program.

39

There are no assurances that we will be able to obtain additional funds required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.

Over the twelve months ending February 28, 2011 we intend to use all available funds to commence exploration of our mineral properties, as follows:

Estimated Funding Required During the Next Twelve Months

General and Administrative	$	10,000
Operations:
Future property acquisitions		130,000
Working capital		10,000
Development of properties		1,000,000
Total	$	1,150,000

Going Concern

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

We have historically incurred losses, and through February 28, 2010 have incurred losses of $1,017,452 from our inception.

However, there are no assurances that we will be able to either (1) ever achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through future private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from our recently completed offering, operations and any future private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our independent auditor’s report on our audited financial statements, in our Form 10-K annual report filed November 30, 2009 for the fiscal year ended August 31, 2009, expressed substantial doubt concerning the Company’s ability to continue as a going concern. The explanatory paragraph contained in their audit report should be read in connection with our management’s discussion of our financial condition, liquidity and capital resources.

40

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended February 28, 2010. Although inflation is moderately higher than it was during 2008 the actual rate of inflation is not material and is not considered a factor in our contemplated capital expenditure program.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations that provide financing, liquidity, market risk or credit risk support to us.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period. Actual results may differ from those estimates.

Exploration and Development Costs

Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.

Basic Loss per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.The weighted average number of shares outstanding during the periods has been retroactively restated to reflect a forward stock split of 10 new shares for 1 old share, effective March 15, 2007.

41

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended August 31, 2008 and 2009.

You should read the following discussion of our financial condition and results of operations together with the consolidated audited financial statements and the notes to consolidated audited financial statements included elsewhere in this filing prepared in accordance with accounting principles generally accepted in the United States.  This discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those anticipated in these forward-looking statements.

Plan of Operations

Cash Requirements

On October 19, we announced that it had entered into an equity financing agreement for up to $1,000,000 from private investors. Under the terms of the agreement, we have the right to call upon funds as needed.  We have received its first tranche which will be used for additional claim evaluations and operating expenses. We may draw up to $1,000,000 in total by issuing units consisting of one share of its common stock at $0.85 US and one common stock purchase warrant exercisable for the purchase of one additional share of common stock at $01.05 for the first 12 months and $1.25 if exercised by the end of the second year. The securities to be issued under the agreement have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent a registration or an applicable exemption from the registration requirements.

The signing of this equity financing agreement will allow us to fund the implementation of our operations and acquisitions strategy. In light of this new funding commitment all current acquisitions and projects under consideration were put on hold to be reviewed and prioritized to maximize future growth.  We expect to have additional information available for our shareholders regarding the recommendations of our Geologist, A.L.(Buster) Hunsaker, by the end of November 2009.

On November 20, 2009 we received the first draw down of $200,000 from the financing commitment. Based on our current plan of operations, we have sufficient funds for the next 6 months, after which time we will require additional funds to continue our exploration operations.

Liquidity and Capital Resources

Since inception on April 14, 2005, we have been engaged in exploration and acquisition of mineral properties. Our principal capital resources have been acquired through the issuance of common stock.

At August 31, 2009, we had a working capital of $46,500.

42

At August 31, 2009, our total assets of $50,200 which consists of cash of $13,000, prepaid expenses of $33,500 and mineral property cost of $3,700. This compares with our assets at August 31, 2008 of $31,393, which consisted of cash of $26,393 and prepaid expenses of $5,000.

At August 31, 2009, our total liabilities were $nil, compared to our liabilities of $4,314 as at August 31, 2008.  We have had no revenues from inception.

Results of Operations

We posted losses of $66,879 for the year ending August 31, 2009, losses of $283,375 for the year ended August 31, 2008, and losses of $696,100 since inception to August 31, 2009. The principal component of the loss was the property option write-off and general and administrative expenses.

Operating expenses for the year ending August 31, 2009 were $66,879 compared to the year ending August 31, 2008 that were $283,375.

Product Research and Development

Our business plan is focused on the long-term exploration and development of our mineral properties once acquired

Going Concern

Due to our being a development stage company and not having generated revenues, in the consolidated financial statements for the year ended August 31, 2009, we included an explanatory paragraph regarding concerns about our ability to continue as a going concern.  Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure.

The continuation of our business is dependent upon us raising additional financial support.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Critical Accounting Policies

Consolidation

The accompanying consolidated financial statements included all of the accounts of our company and our wholly-owned subsidiary, Blue Lithium Energy Inc., a Nevada corporation. All intercompany transactions have been eliminated.

43

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period. Actual results may differ from those estimates.

Mineral Property Acquisition Costs

The costs of acquiring mineral properties are capitalized and amortized over their estimated useful lives following the commencement of production or expensed if it is determined that the mineral property has no future economic value or the properties are sold or abandoned.

Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at our sole discretion, are recorded in the accounts at such time as the payments are made.

The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; our ability to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon our ability to recover its spent costs from the sale of its interests. The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values.

The capitalized amounts may be written down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. Our management reviews the carrying value of each mineral property interest quarterly, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows.

Basic Loss per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares outstanding during the periods has been retroactively restated to reflect a forward stock split of 10 new shares for 1 old share, effective March 15, 2007.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

LBB & Associates Ltd., LLP, Houston, Texas, has audited our Financial Statements for the year ended August 31, 2009 and to the extent set forth in its report, which are included  herein in reliance upon the authority of said firm as experts in accounting and auditing.  There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim period.

44

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with our Company	Age	Date First Elected or Appointed
Kevin M. Murphy	Chief Executive Officer, President, and Director	63	July 27, 2009
Howard Bouch	Secretary, Treasurer, Chief Financial Officer, and Director	64	July 27, 2009

None of the directors or officers has professional or technical accreditation in the exploration, development or operations of mining or mining related projects. During the past year Mr. Murphy and Mr. Bouch spent approximately 50% of their time (approximately 20 hours per week) on our affairs. For the coming year, it is anticipated that time commitment and requirement will remain approximately the same.

Committees of the Board

We do not have a separate audit committee at this time. Our entire board of directors acts as our audit committee.

Family Relationships

There are no family relationships among our directors or officers.

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Kevin M. Murphy

Mr. Murphy, age 63, is an international consultant, with many years of executive management experience in corporate reorganization, finance, administration, and new business development. He has served on the Board of Directors of several companies. Mr. Murphy has served as President and Director of Greenleaf Forum Investments, Inc. from February 2000 to present.  Mr. Murphy became CEO and Chairman of the Board of Absolute Future.com, Inc. on August 15, 2001.  He applied for reorganization for Absolute Future.com through the Federal Bankruptcy Courts January 31, 2002.  Mr. Murphy filed Bankruptcy in June of 2001. Mr. Murphy has served as President and Director of Greenleaf Forum Investments, Inc. from February 2000 to present. Mr. Murphy has served as President and Director of Wannigan Capital from September 2 002 to the present. Mr. Murphy is associated with Neighborhood Choices, a private company, in the International Domain registration and resale industry, and has served as President and Director from incorporation in April of 2006 to present. Mr. Murphy has served as President and Director of Evergreen Firewood Inc., a private company in the Alternate Fuel industry from March 2007 to present. Mr. Murphy has served as Director of Convenientcast Inc. (formerly Lone Mountain Mines) from August 15th, 2003 to present. Mr. Murphy has served as President and Director of Silver Mountain Mines Inc. a private company from November 29th, 2007 to present. Mr. Murphy has served as our President and Director from July 2009 to present and our two wholly owned subsidiaries Blue Lithium, Inc. since August 2009 and Golden Black Hawk, Inc. from December 2009 to the present . Mr. Murphy is an alumnus of the University of California (UCLA), Los Angeles School of Economics and the California State University (CSULA) at Los Angeles’s School of Business, and is an Alumni of Sigma Alpha Epsilon.

45

Howard Bouch

Howard Bouch, age 64, is a Private Practice Chartered Accountant with over 36 years of Public and Private international experience. Mr. Bouch originally qualified as a Chartered Accountant (English and Wales Institute) in 1968. Mr. Bouch joined Deloitte & Co, Lusaka, Zambia from 1970 - 1972. Mr. Bouch joined Anglo American Corp, Zambia working as Head Office Chief Accountant for Nchanga Consolidated Copper Mines (world’s 2nd largest) from 1972 - 1976. In 1976, Mr. Bouch returned to the UK and joined Babcock and Wilcox, Engineers, Nottinghamshire, England as Chief Accountant for one of their subsidiaries. Mr. Bouch was Chief Accountant of a private building firm in Cumbria, England from 1978 - 1984.  In 1984 Mr. Bouch established a Private Practice as a Chartered Accountant and continues to provide professional services to Cumbrian firms to the present. Mr. Bouch is a Director of Viavid Broadcasting Inc., a fully reporting, US Public Company, trading on the Pink Sheets under the symbol VVDB; also of UTEC, Inc. symbol UTEI.

Involvement in Certain Legal Proceedings

During the past ten years, none of our officers, directors, promoters or control persons have had any of the following events occur:

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

46

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

47

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Other Directorships

Other than the above, none of our directors hold any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Board of Directors and Director Nominees

Since our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination.  The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted.  Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which a slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believ es that the nomination would be in the best interests of our security holders.  If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission.  The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the Board, as well as a list of references.

The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders.  Once a candidate has been identified, the Board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation.  If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.

Some of the factors which the Board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions.  The Board may request additional information from each candidate prior to reaching a determination, and it is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.

48

Conflicts of Interest

Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses.  In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty.  As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.  They may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.

In general, officers and directors of a corporation are required to present business opportunities to the corporation if:

●   the corporation could financially undertake the opportunity;

●   the opportunity is within the corporation’s line of business; and

●   it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

EXECUTIVE COMPENSATION

General

The particulars of the compensation paid to the following persons:

(a)	our principal executive officer;
(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended August 31, 2009, and 2008 and
(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended August 31, 2009, and 2008,

whom we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.

49

Summary Compensation Table (1)

Name and Principal Position	Year	Salary ($)	Total ($)
(a)	(b)	(c)	(j)
Garrett Ainsworth (2) former President, CEO, CFO, COO and Director	2009 2008	Nil Nil	Nil Nil
Kevin M. Murphy (3) President, CEO,  Director	2009	Nil	Nil
Howard Bouch (4) Secretary, Treasurer, CFO and Director	2009	Nil	Nil Nil

(1) We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.

(2) The fair market value of the 20,000,000 shares of Black Hawk issued to Mr. Ainsworth in October 2006 for cash consideration of $2,000 did not exceed the $0.001 per share that he paid for the shares.

(3) Mr. Murphy, our Chief Executive Officer and director, has received no compensation for his time or services rendered to Black Hawk and there are no plans to compensate him in the near future, unless and until we begin to realize revenues and become profitable in our business.

(4) Mr. Bouch, our Chief Financial Officer and director, has received no compensation for his time or services rendered to Black Hawk and there are no plans to compensate him in the near future, unless and until we begin to realize revenues and become profitable in our business.

Options Grants During the Last Fiscal Year / Stock Option Plans

We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.

Aggregated Options Exercises in Last Fiscal Year

No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.

50

Long-Tem Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since we were founded.

Compensation of Directors

The members of the Board of Directors are not compensated by Black Hawk for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director.

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are no employment contracts or other contracts or arrangements with our officers or directors other than those disclosed in this report. There are no compensation plans or arrangements, including payments to be made by Black Hawk, with respect to the officers, directors, employees or consultants of Black Hawk that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants. There are no arrangements for directors, officers or employees that would result from a change-in-control.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

51

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership  (2)		Percentage of Class (3)
Common	Kevin M. Murphy (1) 1174 Manito Dr, NW Fox Island, WA 98333	12,010,000	Direct	19. 8 %
Common	Howard Bouch (5) Grove House 13 Low Seaton Workington Cumbria, England CA141PR UK	10,000	Direct	(4)
Common	Wayne Weaver Maison de Grant, Rue de L’Etocquet, St. Ouen, Jersey JE3 2EL UK	9, 370,588	Direct	15. 4 %
Common	Total Directors and Officers	12,020,000	Direct	19. 8 %

All directors and officers hold office until our next annual general meeting of shareholders or until a successor is appointed.

(1) The person named above may be deemed to be our “parent” and “promoter” within the meaning of such terms under the Securities Act by virtue of his direct and indirect stock holdings. Mr. Murphy is our only “promoter”.  Mr. Murphy is also our President, Chief Executive Officer and director.

(2) Beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this report as of which there were 60, 472,016 shares of our common stock issued and outstanding.

(3) Based on 60, 472,016 number of shares of common stock issued and outstanding as of June 25, 2010 .

(4)  Less than 1%

(5)  Mr. Bouch is our Chief Financial Officer, Secretary, Treasurer and director.

52

Change in Control

We are not aware of any arrangement that might result in a change in control of our company in the future.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During the six months ended February 28, 2010, we paid total consulting fees of $71,000 to a private company that has a common director with us.

During the six months ended February 28, 2010, we paid rent of $1,600 to a public company with a common director and CEO with us.

There have been no other transactions since the beginning of our last fiscal year or any currently proposed transactions in which we are, or plan to be, a participant and the amount involved exceeds $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

During the last two years and except as disclosed below, none of the following persons has had any direct or indirect material interest in any transaction to which our company was or is a party, or in any proposed transaction to which our company proposes to be a party:

(a)	any director or officer of our company;
(b)	any proposed director of officer of our company;
(c)	any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or
(d)	any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).

Director Independence

Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

53

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations.

DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements. Any Securities and Exchange Commission filings that we do file will be available to the public over the internet at the SEC’s website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an internet site that

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549, under the Securities Act of 1933 a registration statement on Form S-1 of which this prospectus is a part, with respect to the common shares offered hereby. We have not included in this prospectus all the information contained in the registration statement, and you should refer to the registration statement and our exhibits for further information.

54

Any statement in this prospectus about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the registration statement, the contract or document is deemed to modify the description contained in this prospectus. You must review the exhibits themselves for a complete description of the contract or document.

In the Registration Statement, certain items of which are contained in exhibits and schedules as permitted by the rules and regulations of the Securities and Exchange Commission. You can obtain a copy of the Registration Statement from the Securities and Exchange Commission by mail from the Public Reference Room of the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. In addition, the Securities and Exchange Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission’s telephone number is 1-800-SEC-0330 (1-800-732-0330). These SEC filings are also available to the public from commercial document retrieval services.

You should rely only on the information contained in this prospectus. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Black Hawk Exploration, Inc. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. The information contained in this prospectus is accurate only as o f the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until a date, which is 90 days after the date of this prospectus, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of us is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

55

●   Article IX of our Bylaws, filed as Exhibit 3.2 to our Registration Statement on Form SB-2 filed on January 17, 2006; and

●   Chapter 78 of the Nevada Revised Statutes (the “NRS”).

Nevada Revised Statutes

Section 78.138 of the Nevada Revised Statute (“NRS”) provides for immunity of directors from monetary liability, except in certain enumerated circumstances, as follows:

“Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the Articles of Incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that:

(a) his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and

(b) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.”

Section 78.5702 of the NRS provides as follows:

1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

(a) is not liable pursuant to NRS 78.138; or

(b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

56

2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

(a) is not liable pursuant to NRS 78.138; or

(b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in said Act and is, therefore, unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The  following  is an  itemized  statement  of  the  expenses  incurred  in connection with this registration statement and the issuance and distribution of the shares of common stock being registered under this  registration  statement. All such expenses will be paid by us.

Securities and Exchange Commission registration fee	$	2,390
Legal fees and expenses		35,000
Accounting, Auditing fees and expenses		20,000
Transfer agent fees and expenses		2,110
Printing, electronic filing and engraving expenses		500
TOTAL	$	60,000

All of the above items are estimates.

RECENT SALES OF UNREGISTERED SECURITIES

During the last three fiscal years we have had the following issuances of unregistered securities:

●   In October 2006, we raised $20,000 from the sale of 2,000,000 common shares at $0.10 per share.

●   On May 30, 2007, we closed a private placement of 571,428 common shares for gross proceeds of $400,000.

●   From June to August 2007, we issued 210,000 common shares valued at $147,000 in connection with our mineral property option agreements and acquisition agreement.  

57

●   In August 2009, we issued 280,000 common shares valued at $0.10 per share to a related-party consultant of the Company.

●   In August 2009, we issued 20,000 common shares valued at $0.10 per share to our two new directors.  

●   On August 6, 2009 we closed a private placement of 600,000 common shares at $0.10 for proceeds of $60,000.

●   On October 16, 2009 we closed a private placement of 64,705 common shares at a price of $0.85 for proceeds of $54,999.25. 

●   On November 20, 2009 we received a first tranche of $200,000 under a share agreement that provides us with up to $1,000,000.  The agreement is to issue common shares at a price of $0.85 upon receipt of funds and to issue a warrant for the like number of shares priced at $1.05 for the first year and $1.25 if exercised in the second year.

●   On January 29, 2010 we received a second tranche of $200,000 under a share agreement that provides us with up to $1,000,000.  The agreement is to issue common shares at a price of $0.85 upon receipt of funds and to issue a warrant for the like number of shares priced at $1.05 for the first year and $1.25 if exercised in the second year.

We relied upon Regulation S, Section 4(2) and Rule 504 of Regulation D of the Securities Act of 1933, as amended for the issuances of the above listed securities. Each prospective investor was given a private placement memorandum designed to disclose all material aspects of an investment in us, including the business, management, offering details, risk factors, financial statements and use of funds. The investors were business acquaintances, family members, or friends of, or personally known to, our officers and directors. It is the belief of management that each of the individuals who invested have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment and therefore did not need the protections offered by registering their shares under Securities and Act of 1933, as amended. Each investor completed a subscription confirmation letter and private placement subscription agreement whereby the investors certified that they were purchasing the shares for their own accounts, with investment intent. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Rule 144 restrictive legend.

58

EXHIBITS

Exhibit Number	Exhibit Description
3.1	Articles of Incorporation of Black Hawk Exploration, Inc.(1)
3.2	Certificate of Change filed with the Nevada Secretary of State on April 6, 2007 (2)
3.3	Bylaws of Black Hawk Exploration, Inc. (1)
4.1	Instrument Defining the Right of Holders – Form of Share Certificate (1)
5.1	Legal Opinion of Macdonald Tuskey
10.1	Property Interest Purchase Agreement between Black Hawk Exploration, Inc. and Hunt Mountain Resources, dated, December 10, 2009 (3)
10.2	Share Issuance Agreement between Black Hawk Exploration, Inc. and Blue Leaf Capital Limited, dated October 19, 2009 (4)
10.3	Engagement Letter Agreement with MidSouth Capital Inc., dated June 2, 2010.
10.4	Form of Securities Purchase Agreement dated June 18, 2010.
21	List of Subsidiaries: Golden Black Hawk, Inc. Blue Lithium Energy Inc.
23.1	Consent of LBB & Associates LLP
23.2	Consent of Macdonald Tuskey

(1)           Included as an exhibit to our Registration Statement on Form SB-2 filed on January 17, 2006.

(2)           Included as an exhibit to our Current Report on Form 8-K filed on May 9, 2007.

(3)           Included as an exhibit to our Current Report on Form 8-K filed on December 15, 2009.

(4)           Included as an exhibit to our Current Report on Form 8-K filed on October 21, 2009

59

UNDERTAKINGS

The registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act; 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2. That for the purpose of determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

4. That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

60

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

(iv) Any other communication that is an offer in the offering made by the registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statemen t or made in any such document immediately prior to such date of first use.

61

Signatures

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fox Island, Washington State, on June 25, 2010 .

BLACK HAWK EXPLORATION, INC.
By:	/s/ Kevin Murphy
	Kevin Murphy
	President, Chief Executive Officer, Director

In accordance with the requirements of the Securities Act, this Prospectus has been signed by the following persons in the capacities and on the dates stated.

SIGNATURES	TITLE	DATE
/s/ Kevin Murphy	President, Chief Executive Officer, Director	June 25, 2010
Kevin Murphy
/s/ Howard Bouch	Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, Director	June 25, 2010
Howard Bouch

62

EX-10.3

Exhibit 10.3

MidSouth Capital Inc.

1050 Crown Point Parkway, Suite 200,

Atlanta GA 30338

Phone: (770)  804-3110  Fax: (770) 804-3119

Member NASD  SIPC

June 2, 2010

Kevin Murphy

Black Hawk Exploration

1174 Manito Drive

Fox Island, WA 98333

Subject: Private Placement Offering for Black Hawk Exploration  (BHWX.OB)

It is our understanding that the Black Hawk Exploration, the “Company”, desires to raise capital, as well as to fund the Company’s continuing general operations. Based on our discussions, our pre­liminary review of the financial information submitted to MidSouth Capital Inc., referred heretofore as the (“AGENT “) and rep­resentations you and your associates have made to us with regard to the present and proposed business ac­tivities of the Company, its operations and financial condition, we would like to confirm our interest in acting as the Company’s non-exclusive Financial Advisor, Investment Bank and Placement Agent, on a “best efforts” basis. In such role we would assist Black Hawk in one or more capital raises which might result in a private placement, merger, acquisi tion, sale of assets, sale of common stock, sale of ownership interest or any other financial transaction hereinafter referred to as a “Transaction” upon the basic terms and conditions set forth herein (the “Agree­ment”), as well as a full array of additional investment banking services.

SectionI: Services to be rendered

“AGENT” services will include (but not be limited to) the following:

(i) Arranging for one or more institutional investments of capital, as defined in iii, (an “Investment,” which could include any variation thereof, including common stock, preferred stock, mezzanine debt, senior secured debt, any other financial instrument or a combination of several financial instruments), on a best efforts basis (in a form and on terms satisfactory, in its sole judgment, to the Company) to raise capital for use by the Company;

(ii) Any Investment will be placed in compliance with valid exemptions from registration or qualification under federal securities laws, state securities (“blue sky”) laws or foreign securities laws of each jurisdiction in which any offers of an Investment may be made;

 (iii) Utilizing appropriate investment information materials or modifying existing Company business plans and documents (collectively, the “Information Memorandum”) to be provided to potential sources of financing. “AGENT” will provide advice with respect to negotiating with all potential financing, merger or acquisition candidates introduced (as defined in Section II below) to the Company by “AGENT” (as defined below; any such identified and introduced candidates, along with their affiliates, associates, subsidiaries, divisions and related entities being hereinafter referred to as “Investor Candidates”) who might be interested or involved in making an Investment in the Company, including reviewing the preliminary and final documentation relating to any such financing.  As used herein, “Investo r Candidates” shall mean and include individual, strategic and institutional investors of all types, introduced (as defined in Section II below) to the Company by “AGENT” including individuals, trusts, estates, partnerships and associations, banks, thrifts, insurance companies and other financial institutions, investment companies and other pooled investment vehicles, all tax-exempt organizations such as those subject to ERISA and other public and private pension funds, endowments and foundations as well as corporations in similar lines of business to the Company’s, which might be candidates for acquisition by or merger with , together with their affiliates, divisions, subsidiaries and investment management consultants. All Investor Candidates, if not merger or acquisition candidates, shall be “accredited investors,” as that term is generally understood in the private equity business;

1

In performing services hereunder, “AGENT” shall be regarded as an independent contractor and marketing representative. “AGENT” shall not have any right or authority to create any obligations of any kind on behalf of the Company, shall make no representation to any third party to the contrary, and shall not make any representations about the Company, its operations or finances other than what the Company provides for inclusion in the Information Memorandum.  Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture between Company and “AGENT” or between Company and any Investor Candidate.

Section II: Fees, Expenses and Term

“AGENT” will be the non-exclusive financial advisor to and representative of the Company for an ini­tial period of two consecutive (2) months commencing on the date of this Agreement, with an option to extend this Agreement an additional 6 months, provided however, that either party may withdraw from this Agreement at any time upon written no­tice to the other party.  Otherwise, this engagement and the terms hereunder will con­tinue, subject to the same right of either party to terminate on written notice to the other party, until a Transaction is successfully completed or until the Agreement is terminated. Within three business days after the effective date of any termination by the Company (the “Termination Date”), “AGENT”  shall deliver to Company a list of all introduced Investor Candidates, merger or acquisition candidates and Strategic Investors (the “Covered Par­ties”) with which “AGENT”  can confirm that (a) the Company, at “AGENT’s” instigation or by “AGENTs” introduction, has had discussions concerning a Transaction during the term of this Agreement and prior to receipt of the notice of termination or (b) such Covered Parties have, prior to such notice of termination, expressed an interest in considering or pursuing a Transaction with Company.

On and after the Termination Date, “AGENT” shall also either destroy or return to Company any and all Information, Information Memoranda and any other confidential information of the Company (including extracts thereof), which are in “AGENT’s” possession or control. The provisions concerning confidentiality, indemnification, compensation and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnifica­tion Provisions (as hereinafter defined) will survive any such termination. “AGENT” agrees not to use any confidential information about the Company for any purposes other than in connection with a Transaction and directly related matters.

“AGENT” agrees to introduce the Company to certain potential Investor Candidates.  Upon written request from the Company, “AGENT” may designate independent counsel to prepare the appropriate documents (including subscription and escrow agreement) with regard to the terms of any financial transactions and the closing thereof. The Company is responsible for any and all reasonable expenses associated with the Offering and the closing documents, escrow and escrow agent. However incurrence of any such expenses over $10,000.00 shall require the prior written consent for those expenses from the Company.

2

If, within the two year period commencing on the date hereof, the Investor Candidate , singly or with others, purchases debt or equity securities of, or loans money to the Company, the Company will pay “AGENT” within three business days upon after any such transaction under the following terms below:

(i) Cash Compensation Fees: A success fee for debt and/or equity capital raised by “AGENT” on behalf of Company shall be subject to the following fee structure:

a. 8 % of the amount for debt, or hybrid debt financing including convertible debt

b. 8 % on the amount of equity raised, including preferred equity

 (ii) A success fee which shall be the identical terms as in Section II (i) above of the Aggregate Consideration (except as further defined in (iii) and (iv) below) received by Company from any Transaction closed, including multiple successive Transactions, with an Investor Candidate or a Strategic Candidate (or upon closing a Transaction with a Covered Party, including multiple successive Transactions, within twelve months after the Termination Date), which amount will be paid when the Company receives the proceeds from the Transaction.

   (iii) Warrants: In connection with the compensation set forth above, the Company agrees to grant “AGENT” warrants to purchase that number of shares of the Company’s common stock equal to two (2%) percent of the value of such transactions for successful common stock equity raised at 100% of the price at the closing of such transaction for a period of two (2) years, and/or to grant “AGENT” warrants to purchase that number of shares of the Company’s common stock equal to two (2%) percent of the value of such transactions for successful preferred stock, debt, hybrid debt of any kind (convertibles, warrants, etc.) or debt and equity combination raised at 100% of the price at the closing of such transaction for a period of two (2) years. These stocks shall be delivered in cash e xercise and issuable from the investment closing date up to no more than five (5) years from the date and upon exercise thereof shall be fully paid and non-assessable.

For purposes of this Agreement, “introduced” means that “AGENT” shall have brought the prospective Investor Candidate, Strategic Investor or Transaction (“Investor Candidate”) to the attention of the Company and “AGENT” shall have been a procuring cause in its consummation of the matter.  “Procuring cause” shall mean that “AGENT” shall have identified the Investor Candidate, the merger or acquisition candidate or the Strategic Investor to Company and conducted initial qualifying discussions regarding an Investment in or other Transaction with Company, or caused the parties to have attended meetings for the purpose of considering a Transaction.

For purposes of this Agreement, “Aggregate Consideration” shall mean the total value of all cash, securities, other property and any other consideration, including, without limitation (as, if and when received), any contin­gent, earned or other assets or consideration, paid or payable, directly or indirectly, in connection with the Transaction, net of any indebtedness owed upon the same, it being the intention of this provision that the Aggregate Consideration shall mean the net equity value of any cash, tangible assets or measurable intangible assets acquired by, invested in, loaned to or transferred to the Company. If any non-cash consideration is a class of newly-is­sued, publicly-traded securities, then the fair market value thereof shall be the average of the closing prices for the twenty trading days subseq uent to the fifth trading day after the consummation of the Transaction.  If no public market exists for any securities issued in the Transaction or a class of securities is not intended to be publicly traded or convertible into publicly-traded securities, then the fair market value thereof shall be determined by the valuation placed upon these securities by the parties to the Transaction.

3

Section III: Indemnification

The Company agrees to indemnify and hold “AGENT”, which terms for the purposes of this Agreement include the partners, controlling persons, officers, employees and agents of “AGENT”, harmless from and against any and all losses, claims, damages, costs, liabilities or expenses (including reasonable attorney’s fees and expenses), joint or several, to which “AGENT” may become subject in connection with its performance of the services described herein resulting from Company’s material breach of this Agreement, gross negligence, willful misconduct or misfeasance, provided, however, that Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, cost or expense is found in a final judgment by a court of law to have directly resulted from the gross negligence or willful misconduct of “AGENT” .

Likewise “AGENT” agrees to indemnify and hold Company, which terms for the purposes of this paragraph include the subsidiaries, partners, controlling persons, officers, stockholders and employees of Company, harmless from and against any and all losses, claims, damages, costs, liabilities or expenses (including reasonable attorney’s fees and expenses), joint or several, to which Company may become subject resulting from “AGENT’s” material breach of this Agreement, gross negligence, willful misconduct or misfeasance, provided however, that “AGENT” shall not be liable in any such case to the extent that any such loss, claim, damage, liability, cost or expense is found in a final judgment by a court of law to have directly resulted from the gross negligence or willful misconduct of Company.

Section IV: Other

Each party to this Agreement agrees to keep in strict confidence the proprietary and non-public information of the other party during the term of this Agreement and thereafter, provided however that the foregoing shall not prohibit disclosures (i) pursuant to the exercise of the parties’ responsibilities under this Agreement; (ii) required by law or legal process (provided notice is given prior to such disclosure); or (iii) of matters which become public other than by the actions of the disclosing party hereunder.

If “AGENT” completes the Private Placement or any other Transaction pursuant to the Agreement, “AGENT” may, at its own expense, place an announcement, subject to Company’s prior consent and approval, in any newspapers and periodicals it may select stating that “AGENT” has acted as financial advisor, investment banker or placement agent for Company in the Transaction.

MidSouth Capital Inc. is a registered broker dealer, whose address is herein below for to this contemplated transaction.

MidSouth Capital Inc.

1050 Crown Pointe Parkway

Suite 200

Atlanta, GA 30338

Attention: Mr. Adam Cabibi

Telephone: (770) 804-3110

This agreement shall be construed in accordance with the laws of the State of Georgia and the parties agree to submit themselves to the jurisdiction of the courts located in that state, which shall be the sole tribunals in which either party may institute and maintain a legal proceeding against the other party arising from any dispute hereunder.

4

If any agreement, covenant, warranty or other provision of this Agreement is invalid, illegal or incapable of being enforced by reason of any rule of law or public policy, all other agreements, covenants, warranties and other provisions of this Agreement shall, nevertheless, remain in full force and effect. No waiver by either party of a breach or non-performance of any provision or obligation of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof, and may not be amended, supplemented, or modified except by written instrument executed by all parties hereto.  Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party.

All notices or other communications under this Agreement must be in writing and sent by prepaid, first class airmail, delivered by hand or transmitted by facsimile or email to the email address or facsimile number of the recipient set out below or such other address, email address or facsimile number as may be furnished in writing by the recipient to the other party.  The addresses, email addresses and facsimile numbers of the parties for purposes of this Agreement are:

Black Hawk Exploration	MidSouth Capital Inc
1174 Manito Drive	1050 Crown Pointe Pkwy
	Suite 200
Fox Island, WA 98333	Atlanta, GA 30338
Phone:  253-549-4336	Phone:   770-804-3110
Fax:	Fax:        770-804-3119

If the foregoing is acceptable to you, please indicate your approval by signing in the space provided and returning an executed copy of this Agreement to us.

We are very enthusiastic about working with your team toward the successful completion of this assignment.

Understood and agreed, this day 2nd day of June 2010.

COMPANY.	MidSouth Capital Inc.
/s/ Kevin Murphy	/s/ Mark Hill
Kevin Murphy– CEO	Mark Hill

5

EX-10.4

Exhibit 10.4

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2010, between Black Hawk Exploration, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions.  In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.4.

“Action” shall have the meaning ascribed to such term in Section 3.1(k).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof.

1

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company Counsel” means Macdonald Tuskey.

“Disclosure Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Evaluation Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securiti es or (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

“GAAP” shall have the meaning ascribed to such term in Section 3.1(h).

“Indebtedness” shall have the meaning ascribed to such term in Section 3.1(cc).

“Insider” means each of the following Persons: Kevin M. Murphy, Howard Bouch and Wayne Weaver.

“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

2

“Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lock-Up Agreements” means the lock-up agreements, substantially in the form of Exhibit B attached hereto.

“Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Per Share Purchase Price” equals $0.22, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Pricing Date and before the Closing Date.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Pricing Date” means the date on which this Agreement is executed by all parties.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the final prospectus filed for the Registration Statement.

“Prospectus Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to each Purchaser at the Closing.

“Purchaser Party” shall have the meaning ascribed to such term in Section 4.7.

“Registration Statement” means the effective registration statement with Commission file No. 333-165431 which registers the sale of the Shares to the Purchasers.

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

3

“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities” means the Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement, not to exceed 16,000,000 common shares of Common Stock.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTC Bulletin Board, the OTC QB, the OTC QX, NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“Transaction Documents” means this Agreement, the Lock-Up Agreements and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer Agent” means Empire Stock Transfer, the current transfer agent of the Company, with a mailing address of 1859 Whitney Mesa Dr., Henderson, Nevada 89014, and any successor transfer agent of the Company.

“Variable Rate Transaction” shall have the meaning ascribed to such term in Section 4.9(b).

“VWAP” means, on any Trading Day the volume weighted average price per share of Common Stock as displayed on Bloomberg L.P. (or any successor service) in respect of the period from 9:30 A.M. to 4:00 P.M., Eastern Time, on such Trading Day; or, if such price is not available, the volume weighted average price means the market value per share of our Common Stock on such trading day as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose.

4

ARTICLE II

PURCHASE AND SALE

Section 2.1   Closing.  On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $3,520,000.00 of Shares, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Com mon Stock that occur after the Pricing Date and before the Closing Date.  Each Purchaser shall deliver to the Company, via wire transfer or a certified check of immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.  Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004, or such other location (including remotely by exchange of electronic or .pdf documents) as the parties shall mutually agree.

Section 2.2   Deliveries.

(a)On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i)           this Agreement duly executed by the Company;

(ii)         a legal opinion of Company Counsel, substantially in the form of Exhibit A attached hereto;

(iii)        a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver via the Depository Trust Company Deposit Withdrawal at Custodian System (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(iv)         Lock-up Agreements, duly executed by each Insider;

(v)          A certificate duly executed by an executive officer of the Company, dated as of the Closing Date, certifying as to the matters set forth in Sections 2.3(b)(i), (ii) and (iv); and

(vi)         the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

5

(b)On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i)this Agreement duly executed by such Purchaser; and

(ii)    such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company.

Section 2.3   Closing Conditions.

(a)The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (except for the representations and warranties that speak as of a specific date, which shall be made as of such date);

(ii)    all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii)   the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i)the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (except for the representations and warranties that speak as of a specific date, which shall be made as of such date);

(ii)    all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii)   the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)   a post-effective amendment to the Registration Statement shall have been filed by the Company and declared effective by the Commission reflecting the Per Share Purchase Price hereunder and all other information required to effect the transactions contemplated hereunder;

(v)    there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

6

(vi)   from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a b anking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1Representations and Warranties of the Company.  Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby represents and warrants as of the date hereof and as of the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date), to each Purchaser as follows:

(a)Subsidiaries.  All of the direct and indirect subsidiaries of the Company are set forth in the Prospectus.  The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.  If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b)Organization and Qualification.  The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respect ive certificate or articles of incorporation, bylaws or other organizational or charter documents.  Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

7

(c)Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection therewith other than in connection with the Required Approvals.  Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)No Conflicts.  The execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a de fault (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not reasonably be expected to result in a Material Adverse Effect.

8

(e)Filings, Consents and Approvals.  The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Sections 2.3(b)(iv) and 4.3 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(f)Issuance of the Securities; Registration.  The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.  The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on May 17, 2010 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement.  The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission.  The Company, if required by the rules and regulations of the Commission, proposes to file the Prospectus, with the Commission pursuant to Rule 424(b).  At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all mate rial respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

9

(g)Capitalization.  The capitalization of the Company is as set forth in the Prospectus.  The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act.  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.  There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.  The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.  There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(h)SEC Reports; Financial Statements.  The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by refere nce therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

10

(i)Material Changes; Undisclosed Events, Liabilities or Developments.  Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) tra de payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.  The Company does not have pending before the Commission any request for confidential treatment of information.  Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to o ccur or exist with respect to the Company or its Subsidiaries or their respective business, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j)No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of the Subsidiaries or their respective business, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced or (ii) could have a Material Adverse Effect.

(k)Litigation.  There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.  There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.  The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

11

(l)Labor Relations.  No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company.  None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good.  No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of the Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary.  No executive officer or other key employee, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer or key employee does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.  The Company and its Subsidiar ies are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours.

(m)    Compliance.  Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or governmental body or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters.

(n)Regulatory Permits.  The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses (“Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or mod ification of any Permit.

(o)Title to Assets.  The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties.  Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

12

(p)Patents and Trademarks.  The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or material for use in connection with their respective businesses as described in the SEC Reports (collectively, the “Intellectual Property Rights”).  None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.  Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person.  All such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.  The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.

(q)Insurance.  The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount.  Neither the Company nor any Subsidiary has been refused any insurance coverage sought or appl ied for, and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r)Transactions With Affiliates and Employees.  None of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise r equiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

13

(s)Sarbanes-Oxley; Internal Accounting Controls.  Except as described in the SEC Reports, the Company is in material compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as described in the SEC Reports, the Company and the Subsidiaries maintain a syste m of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specifi ed in the Commission’s rules and forms.  The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed Quarterly Report on Form 10-Q under the Exchange Act (such date, the “Evaluation Date”).  The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(t)Subsidiary Rights. The Company or one of the Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of the Subsidiaries as owned by the Company or such Subsidiary.

(u)Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of the Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

(v)Certain Fees.  Except for Midsouth Capital Inc., no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.  The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

14

(w)    Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.  The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(x) Registration Rights.  No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

(y)Listing and Maintenance Requirements.  The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.  The Company is, and has no reason to believe that it will n ot in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

(z)    Application of Takeover Protections.  The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Pu rchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(aa)   Disclosure.  Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement.  The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company.  All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the four months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.  The Company acknowledges and agrees tha t no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

15

(bb)  No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable sharehold er approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(cc)   Solvency.  Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, and (ii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid.  The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).  The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within 6 months from the Closing Date.  The Prospectus sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.  For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.  Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(dd)        Tax Status.  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary (i) has made or filed all United States federal and state income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) ha s set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

16

(ee)   Foreign Corrupt Practices.  Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(ff)Accountants.  The Company’s accounting firm is Sadler, Gibb & Associates.  To the knowledge and belief of the Company, such accounting firm is a registered public accounting firm as required by the Exchange Act.

(gg)   Acknowledgment Regarding Purchasers’ Purchase of Securities.  The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.  The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities.  The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(hh)  Acknowledgement Regarding Purchaser’s Trading Activity.  Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) and 4.11 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issu ed by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.  The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted.  The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

17

(ii)Regulation M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities.

(jj)     Office of Foreign Assets Control.  Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(kk)   U.S. Real Property Holding Corporation.  The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(ll)Bank Holding Company Act.  Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal R eserve”).  Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.  Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(mm)Money Laundering.  The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”) , and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

18

(nn)  Environmental Matters. Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries (i) is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), (ii) is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or (iii) is subject to any claim relating to any Environmental Laws; in each case, which violation, contamination, liability or claim has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, to the Company’s Knowledge, there is no pending or threatened investigation that might lead to such a claim.

(oo)  Shell Company.  The Company is not now a shell company as defined by Rule 405 of the Securities Act and has never been an issuer subject to Rule 144(i) under the Securities Act.

(pp)  Non-Affiliate Status.  The Company acknowledges and agrees that it does not consider any of the Purchasers individually or in the aggregate to be Affiliates of the Company as a result of their share ownership in the Company following the consummation of the transactions contemplated hereunder.

Section 3.2 Representations and Warranties of the Purchasers.  Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date) to the Company as follows:

(a)Organization; Authority.  Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by s uch Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser.  Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)Understandings or Arrangements.  Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws).  Such Pu rchaser is acquiring the Securities hereunder in the ordinary course of its business.

19

(c)Purchaser Status.  At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.  Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

(d)Experience of Such Purchaser.  Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.  Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a c omplete loss of such investment.

(e)Certain Transactions and Confidentiality.  Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) as of the Company or any other Person repre senting the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.  Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of do ubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

20

ARTICLE IV

OTHER AGREEMENTS OF THE PARTIES

Section 4.1Furnishing of Information.  Until the time that no Purchaser owns Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act so long as the Company is then subject to the reporting requirements of the Exchange Act.  As long as any Purchaser owns Securities, if the Company is not required to file r eports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell the Securities, including without limitation, under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act, including without limitation, within the requirements of the exemption provided by Rule 144.

Section 4.2Integration.  The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

Section 4.3Securities Laws Disclosure; Publicity.  The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and issue a Current Report on Form 8-K (which shall include this Agreement as an exhibit thereto) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto within the time required by the Exchange Act.  From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.  The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party sha ll promptly provide the other party with prior notice of such public statement or communication.  Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

21

Section 4.4Shareholder Rights Plan.  No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Section 4.5Non-Public Information.  Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such information.  The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

Section 4.6Use of Proceeds.  The Company shall use the net proceeds from the sale of the Securities in the manner set forth on Schedule I hereto, and shall not use such proceeds for: (a) the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) the redemption o f any Common Stock or Common Stock Equivalents or (c) the settlement of any outstanding litigation or (d) in violation of the FCPA or OFAC regulations.

Section 4.7Indemnification of Purchasers.  Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and its shareholders, members, partners, directors, managers, officers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the shareholders, members, partners, directors, managers, officers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by such Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance).  If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party.  Any Purchaser Party shall have the right to employ separate counsel in an y such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.  The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributa ble to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall not be an exclusive remedy but shall be in addition to any cause of action or similar right in law or in equity of any Purchaser Party against the Company or others, and (y) any liabilities the Company may be subject to pursuant to law.

22

Section 4.8Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it w ill then include in such application all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading Market as promptly as possible.  The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.

Section 4.9 Subsequent Equity Sales.

(a)From the date hereof until the one (1) year anniversary of the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents; provided, however, that the 1 year period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (i) trading in the Common Stock is suspended by any Trading Market, or (ii) the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Shares.

23

(b)From the date hereof until the one (1) year anniversary of the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units hereof) involving a Variable Rate Transaction.  “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price.  Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy sh all be in addition to any right to collect damages.

(c) Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Section 4.10    Equal Treatment of Purchasers.  No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents.  For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company a nd negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

Section 4.11    Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.3, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.  Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.3.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities co vered by this Agreement.

24

Section 4.12    Capital Changes.  Until the one (1) year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares.

ARTICLE V

MISCELLANEOUS

Section 5.1Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before July 30, 2010; provided, however, that no such termination will affect the right of any party to sue for any breach by the other party (or parties).

Section 5.2Fees and Expenses.  Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement, provided, however, the Company shall reimburse the Purchasers for their legal fees and expenses up to a maximum of $5,000 in the aggregate for all Purchasers.  The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

Section 5.3Entire Agreement.  The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

25

Section 5.4Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via email or facsimile at the email address or facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email or facsimile at the email address or facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as set forth on the signature pages attached hereto.

Section 5.5Amendments; Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least a majority in interest of the Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

Section 5.6Headings.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 5.7Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser.  Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities.

Section 5.8No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.7.

26

Section 5.9Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Tran saction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.7, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Section 5.10   WAIVER OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

Section 5.11    Survival.  The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

Section 5.12   Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

Section 5.13   Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to ach ieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

27

Section 5.14    Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

Section 5.15    Replacement of Securities.  If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction.  The appli cant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

Section 5.16     Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents.  The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

Section 5.17Payment Set Aside.  To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

28

Section 5.18    Independent Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document.  Nothing contained herein or in any other Transaction Document, and no action taken by any Purch aser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.  The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.  It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Documen t is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Section 5.19Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

Section 5.20Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document s hall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

(Signature Pages Follow)

29

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BLACK HAWK EXPLORATION, INC.

By:

Name:

Title:

Address:

With a copy to (which shall not constitute notice):

Macdonald Tuskey Law Firm

Address:

1210-777 Hornby St.,

Vancouver, BC V6Z 1S4

Canada

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR EACH PURCHASER FOLLOWS]

30

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: 

Signature of Authorized Signatory of Purchaser: 

Name of Authorized Signatory: 

Title of Authorized Signatory: 

Email Address of Authorized Signatory: 

Facsimile Number of Authorized Signatory: 

Address for Notice of Purchaser:

Address for Delivery of Securities for Purchaser (if not same as address for notice):

Subscription Amount: $

Shares:

EIN Number:

31

Exhibit A

Form of Opinion

32

Exhibit B

Form of Lock-Up Agreement

33

Schedule I

Use of Proceeds

■ Commit $500,000 to fund excavation, removal and processing to extract inferred Gold values.

■ Commit $700,000 to 10 hole Dun Glen Core Drilling plan.

■ Reserve $800,000 for Lithium project acquisition and development

■ Commit $50,000 for surface mineralization sampling

■ Commit $1,200,000 to future precious metals property acquisition.

■ Reserve $800,000 for future expansion and general fund (20%)

The $50,000 BHWX general account currently has sufficient capital to fund surface mineralization sampling.

The excavation ($500,000) and core drilling ($700,000) funding of $1,200,000 is a first priority for new capital raised.

The $1,200,000 to fund future precious metals property acquisition is our second priority for new funds

The $600,000 to fund Lithium project acquisition and development.

34

EX-23.1 4 ex23-1.htm EXHIBIT 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated November 24, 2009, in this Registration Statement on Post Effective Amendment No. 1 to Form S-1/A of Black Hawk Exploration, Inc., for the registration of shares of its common stock.  We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

LBB & Associates Ltd., LLP

Houston, Texas

June 28, 2010

2500 WILCREST DRIVE, SUITE 150 ● HOUSTON, TEXAS 77042 ● TEL: (713) 877-9944 ● FAX: (713) 456-2408

EX-23.2 5 ex23-2.htm EXHIBIT 23.2

Exhibit 23.2

Suite 1210 - 777 Hornby Street
Vancouver, BC
V6Z 1S4     CANADA
Telephone:  (604) 689-1022
Facsimile:  (604) 681-4760
	CORPORATE AND SECURITIES LAWYERS

June 25, 2010

Board of Directors

Black Hawk Exploration Inc.

Re:  Post Effective Amendment to Registration Statement on Form S-1

Gentlemen:

We hereby consent to the incorporation of our opinion dated March 12, 2010 into Post Effective Amendment #1 to the Registration Statement on Form S-1.  I further consent to the reference to our firm under the heading “Experts” in the amended Registration Statement.

 Sincerely,                                                                 

Yours truly,

W.L. MACDONALD LAW CORPORATION

/s/ W.L. MACDONALD LAW CORPORATION

Macdonald Tuskey is an association of law corporations with lawyers called in

the Provinces of British Columbia and Alberta and the State of New York.

GRAPHIC 7 img001.jpg GRAPHIC begin 644 img001.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````/```_^X`#D%D M;V)E`&3``````?_;`(0`!@0$!`4$!@4%!@D&!08)"P@&!@@+#`H*"PH*#!`, M#`P,#`P0#`X/$`\.#!,3%!03$QP;&QL<'Q\?'Q\?'Q\?'P$'!P<-#`T8$!`8 M&A41%1H?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\? M'Q\?'Q\?'Q\?_\``$0@`3P"O`P$1``(1`0,1`?_$`)D``0`"`P$!`0`````` M```````&!P,$!0(!"`$!``,!`0````````````````$#!`(%$``"`@$$`0," M`P0)`P4````!`@,$!0`1$@8A,1,'02)1811Q(Q4(@9&Q,D)2,W0WH7)SLK.T M-A<1``(!`P,!!0<$`P`````````!`A$#!"$Q$D'P<2(R$U%A@;%",P71X2,T MD:$D_]H`#`,!``(1`Q$`/P#]4Z`:`:`:`:`:`:`:`PW4M/3G2HZQ6FC802N. M2JY'VL1]0#H2BF/DV3,=(S.`OXG+WYI[1878[-AY8YVC9-R8V/!>?,C90`/I MMJ#T,:*N0DFEH7:#N`=2><-`-`-`-`-`-`1GY!MYC'=;NY;&7S4EH0/+[?M1 MR+(1MMRYJ2-ORT+;*3DD^K-+XE[+E^Q=17)9:59K9L2QEU18QQ0C;[5\:%F7 M:4)T6Q+[$ M6AB21B(!("60+Z,?IJ#?/'CZ//J6IJ3`1G(_(W5,;>CHY"Q+4LS/[<*S5YT# MD-QW5BG$KN?7?;0MC9E)52V-;(?*W3J#*T\U@TV?VER"5IFJEQZA9@O!O3_# MOH=0QIRV_@4-8KT MXGF,0(W7W&4<$+?0,=SH0HL^=?[?@,^UB/'6.5FHW&U4E1HIXF!VV>-PK#R- M#J=J4=^IDSG:<)A#`E^QQLVFXU:D2M+/*WX1Q(&=OZM"(P]2R,BF2&I"21%_O-'S`#[?7B?&@E;:5>AYS'<\%BLC#BY9)+&5L#E%CZ ML;3S\1YY%4!XK^;:$PM2DJ]"I?G/,4,J_6YZB.!_^A]?6 ML+LD=R+%ML5RQ'#*9GD<,0L<7'FYV0[[# MQ]="V6/-;HSX+Y"ZQFLE)BZT[PY2+?E1M1/7F^WR=ED`WV'G0B=B455['4S& M>Q>'BB>]-P:=_;K0(K232O\`Y(HD#.Y_8-"M1;.$2[^-D_VCZ"Q]R/><#X#_`./T_P!W/_:- M$:,_[OP)`?D3K+6K4->2>Y'1/&];JP2S5X#]>M5V&ZS M!HR/Q#S1J?[=0SU,!TA)DR^::T$?QG>BCC5(H&K"%%``4+,@``^FP\:DRX;_ M`)49OAFC6K_'.,:)`K6EDFG.WEG:1EW/]"@:#-?\K(?_`"\^+O9T'A!+%LH] M/#2C4(T?D/I[B1=>CZQU;M>=6KE+.7RF6F]^?&5XVG:#9F8\S&&`.[[;N1X\ M:DSW'*<8U5$NOM(KT.=I?G;.2<'A$JV2T4@XN/,9V8`G4&N^O^>/P//QWD9^ MP?-&5RES=WK165K`^D:)((44?A]I/]9T.&/ M$`$TPN_(HQ?[6W''GOLWCTU)DMW^,'&GF*_^$;\^7^0>Q96X>=J>%FY'SQ#3 MC[1^0"@#4&S-@HVXI&'^8'&P0]FPE^,!9+:\)]O\1AD7BQ_/B^V@P)>"2-G^ M8#+VI,U@L#R(I$+:F3_"[M+[:\OQXA3_`%Z'.!!<92ZHN++P1R8:[`5'MM6E M0H1]O$H1MM^&I//CNBI_Y=A^2 MMI24O::/\N]&!\SG[S*#/`L<,3$>561W9MC^?`:(G\@_#%&;O"BO\\]?FC&S MS?I>9'C?=GC_`/3H19_KR[>PF'?<9UN+LV"[)ELT^.FQK<:U)!S:P2V_%$7= M_N)XMQ!W'C4F:S.7&44JU(-\ZY9]%9]9RUK%_`.3M5&,=AIY84D7P5]Z M1(V(_/BQU!Z%Z"ED),EOP'#&GQ]&5&QDM6&?\R&"_P!BC4HSY_W7\"%]1QL& M-^?K=*N`L$;6C$@]%5X>84?DO+8:@TW)5QD^VY?6I/)*9^6:F6S7:<%9QN*O MV(,9(1;D%64`<9D;==U'(;*?34'H8DXQA)-K4DGRI9L9GHT]#'8^]/;O>V\, M0JS`@1SKRY[J.!V4D!O74E&*U&XFWHC8^.+TN)Z'1I7Z%Z&WCX^%B$U9BV\D MK$<`%^_U\\?30934KC:>C(A\0X_.8:SGH;V-O4IM+P#$R;,[`$(!S M!\Z@T9LXRXT:=#!\4V\YT^QEL5E.N9&?(VY1)'/!#S61E!'%I6*H%)/(/RV\ MG0G*XW$I1DJ)'KK^.['@/ER[EIAX[->BLJ2W\G+%)7'MQGE[,(E".S2$<6(&P7?SO MMH9^/'@?(&2N2U)YNN99&%:Y6C>?V&,GN".5(PS@#R`=MO34&JY= M]6VE]43B?+&-[9V7+XS*T<1;?&0EHJT0A?WBJ,KO-)'MR0.3L@;SLN^AWB3A M",DVJDH^3>G6.Y8VEFL+!*N4Q;D+5LQO6>:($,5`D"[$,-U)\'SJ2G%O^FW& M7E9WLCW:*S@YXJV+R+Y>>%HTQC5)E=974KL\A41!0?5N>VA3&U1ZM4[SE_'' M4&Z'UB67)1R6,G?=3:CJ1O8*``A(P(P20OGDWIN="S*O^K+39'!^#Z&7P5O+ MPY;%W:C9&6'],[UY.&R>X6+/MLG]X>NH1=FSC)1HTZ&OW&KEK_RKAL]4Q.0D MQE$UQ9F_2S#;VI6+;*5W;P?IH+4XJQ*+:JSYVI2N\XNIM_&]R]T_!6.NYO&W/XA5GD>I^FKR3QVDD.X]J1`4WY; M[\R-OKJ3C)I`Q/:L7\MS]@S.*M&O)[TDLU:"2>-6GB^V-2@/+AOP MW'X:@T7+D'8XIZEX^Z/8][BW'CSX\3RVVWVX^N_Y:D\L]Z`:`:`:`:`X'8>T M6<:\T./QDN5L5H?U-I(W2)8XO.V[OZLW`[*!OXT+(03W=#'T;O6)[ABWO4%> M%X7]NS6EVYHQ&X\CP01Z'0ZOV';=&2/0I&@&@&@&@&@&@&@&@&@&@&@&@&@& M@.'V;M53!S8NLVTES+7(JE>'?8\78"23]B+_`-=M"RW;!YA??\_M.A**?_EM)]CL"_025C_TDU"/2_)+6)=.I/,&@&@&@&@& M@&@&@&@&@&@&@&@&@&@*%[_B+%;Y?Z^AR5J>:Y)!(L\I1F@Y3E0L*\0@5=O` M*_MU!ZN/).Q+38F_R/9[-UCJMC+T<]9EL121(J3152FTCA3N%B4^A_'4F;&4 M)S47'YG:Z3?RN?Z%C;MJZ\60MQS97N^?P^3N_JZ>.$BUP8XT;=)_;#$HJ[GCH:,BS%6XR2HV=V/+/V'LF6 MQJYM\7#B95K)3K&)+$KF,.TSM(KGANW%0H^GG0H<>,4Z5J;="/M%>WFJF6M? MK`@9U>XT58B:7?\`TZN\7^G'Z&1M]SX'U.I,;<8K M6/B^)B^0N]6NK5L9B*+BWGLFRPPSV`-D4L$,TBH%4GDW@#8:$V+'.K?E7:AJ M]\L=HZ?@$S]/-S7Y:TL2W*EQ(3#*LC<3Q$:(T9W/C9O30ZQXQN2XM4(WW?OW M;JN$PW:L%DI!A8>L2OP]/M8`MOZ:@OQ[$')PDO$B=W\C*O1ES M=7,V7`@_506`EI91@_=1TOB7_CG!_^`_\`N-H5Y/W)=Y7_ M`,,3QS_)7:IHR&CD$S(P]"#:\'4&W+5+,%VV.CV?XNQ/=\QDLMB+QQV4K66J M7XG421M+"%`?[2K)R0J="JUE2M146JK-#G(E":4XJFM&1?X6PLN;ZSV[%16GIRVEKHEB,D%3M(1 MOMYXGT8?AHC5G2XR@Z5H=?XD[I>P>4DZ%V;>":"0Q8Z1SX5_7V-_\K#[HS_1 M^&A3EV5)>K#9[]OF:GS=C9E[_P!>O6%Y8^S[-?DW]T,D^[H?VJX.AUA2_CFN MO[%KS=)Z@\9$V*K/'ZL)%!7QYW(/C4GGJY)=3DWNNX'L_P`=S8W$55J4+4;R M8U.`C59%$NM>M,WH(H M3O'`?V63O^P:A&S,@HOFOJ7;_1>FI/,&@&@&@&@&@&@&@&@&@(KW+X\Q/9[% M.]+--1RE`@U;U<@.NS<@"&!!V;R-"^U?E!-;IFU'TK&28V_3RDDN4?**J9"U M8*B218Q^[4>V$5`FY*\1Z^?70X]1IIK2AH8GX]?&8X8>#.WOX&I;C2_MTI+)VDB0Q-'[?/G[8#QM MLO\`3OH3/)E.*B]:'0/1H*^1N9/$9"SC,CD)3-=D0I+'*3L`&AE5D^W_``D; M'\]#EW6TD]4C+'T]4ALL,G:_B-TK^LR7[HRNB@A8@"A1(QR.RJHT.7/W:'/Z MC\9XWJD\DF*R%Q8YV5K,$AB9).`(4-^[Y#;D?0C0LO9$KGF,/:OB7!=FR_\` M%,A MP5$R$`!2KQJFS+_F]="N-QQ=5H:Z=,M25A0R&=NWL6`%-1_:1I$'CA--&BR. MI'KY&_UT'J+=)5))%%'%$D42".*-0J(H`554;``#T`&A61/HV*QXR/8.P5(@ MBY>\PB8>C1UOW3./_)*';0NNS=%%]$2[0I&@&@&@&@&@&@&@&@&@&@&@&@&@ M&@&@&@&@&@&@*][2_P`NMVXU\$E<=>GA$:SR>WM$67:21SN)>:-Y4#P?'YZ& MJVK7#Q5Y$SP%;'5<+2K8Z5)Z,$*1P31L'5U4; GRAPHIC 8 img002.jpg GRAPHIC begin 644 img002.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````/```_^X`#D%D M;V)E`&3``````?_;`(0`!@0$!`4$!@4%!@D&!08)"P@&!@@+#`H*"PH*#!`, M#`P,#`P0#`X/$`\.#!,3%!03$QP;&QL<'Q\?'Q\?'Q\?'P$'!P<-#`T8$!`8 M&A41%1H?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\? M'Q\?'Q\?'Q\?_\``$0@!]0%>`P$1``(1`0,1`?_$`+H```$%`0$!```````` M```````!`@,$!08'"`$!`0$!`0$!``````````````$"`P0%!A```@$#`P(# M!`0*!@<%!0@#`0(#`!$$(1(%,09!41-A<2(4@9$R0J&QT5)B(W2T%0?!T\C& MR%DRG#1+&5.PM?M<&TZF-@6N5`C??X'QJJRLKM/)DRDDAE$5B00QM'C>NB8I)]91#'O65_P!%^E$9O^=.7_A^/+/# M%'/+DQP2L0055XC)\:E@%]FM%:DO=F2G,18C+&L7JB&+'L3,]X]_J#712>E! M77O7F7XS)FCC@FR1'!+$$!M&\K;##)^F/&BMKMODCW)QF2^7'Z2ID-%M%P?U M>TV/^E0-G[1FEPX8XY%66.%X6)W6(:0.!:_E1&CV_P`8V!AI#(VZ9+H[@DCK M<=?90:P&M%(P-[]30@L?$_147VJ/-K?B,VO02$W;\%0<[QW?4LO'YV1E11*8,Q]6>=RR8RK[#X3+X3#RI6G$\\2/(5E8`DCRKIKI+U=?(\W?YEB_+_+OC&N4S,Q!X`2D M_CK7RXX_K;]&48_EU`/LQN;!^#F+_`-:(&GRSY_#_ M`.LA[+[E7['*0O[6BM^*GRZ3FX?PHG[0[M!^#-QV'B2A%3Y=7YG!>EU1'LWN MNY<2X;2-HS;2"1[[5/E5<>-]%1-V3W4VX$X)!(8KLZD"P-[4^7L3]-]%)-V? MW8!ZLCX18#:&VG<+FP`-JLTV7_YO]W\#D[0[MC!UPI`QW,-1=AXZ"M>S8QX_ M^[^`_@'>47PQX6)9C=BK[=?/I4]FS-T\?Z=C'XOOA1(9?54BX=36;KN[PM5FN[/-P M\-WS[DTO'=UL`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`'NI8L%3$/;"VH%TH$I@R"*8,D"U M0H%$1Y,0DB*7L>JGR(U%64-@D]2)"U@]OB'M&E$Q4NE1J$O;7RZTL.J&`[WD ME\SM'N%6G5.";T3%+4.H%Z`/MJ+$$\1D`93LD35&_'6HS3H)6DCU7:RFSK[J M5=460OIRI.OP@&TEO%31<+-_;UH9@(OI01RPK*A0]"-/8?"KD0)E+`NS+81L M-/48@*WE8FE13S.Z."PILF#)R1'+B+&\ZV-U6=MJ'I]XUG)F+*BS&PGGVY":NMCIINU-K=#>F1:ARL>=0\,JR*;V*FXTZ]*95+>F1%EE1C MON\18>_PJQ3HP_IJ#U`%_JHG4ZS47%^H:^-$ZL;O`?\`+>?<:>G_`.(5CD[= M'J\3\V.1Q7_X?"Y\(Q?Z0*XZ;='+R+]^J7)<'AY^3!FR,\<\"D1R1D@KO'E6 MO<\]M8G+]O8P7@^,]5[-DS7R?A]2_P`M*U[VZW%1+6EV2".T>(OXXD-S_H"G MN1LR+?8AT#'4UZ>"3W1G?LI\S;^%<@S&YV%0?=3RKAZ/`S[X[S&];'[.9CIY5^_?M7<"?YC$AEZET!)]OC6K''5,9HA*L18"1@2J^)`Z MUF-4_P`+U+%+>K$)0%`4`*`-`G704'%\S@\\O<$^3B!PS*S8LH/ZL`0L`MB= MNXR6ZBM3LS:BE;^8$/J"-FR&B5-H<(%>ZH-"/O;B]_=4J9J#.?OR2+D<9ED] M)OU4)0(7(9'!*:#0G;KX5HS6CQG,Y_%33MW',N%QS/%!@O,5`:5SM"J1U+5D MS77.6"$KU`N*C9(9!(@<"U^H/G024"$VZZ42J[Y&YO3ALS=&;P6M(D@B]-;$ MW8DEC[34JP\BXVG4'K450R\6:&)IL:9E,?Q"'0J:U&<+<$Z2)N!U\?94V7*: MLY5D]R]NX'/<4W'YZEX"Z2A58H=\9W+J/;5E2L/E>Q(>7SCGKDF)98XD:&UQ M:$?"#[B;TL1%)_+V8M*T>;L:1U-PIU5=]RVNK'U.M64P9%_+]=DIARP)#*[; MV0-MWIM-K]#59D/@_ETR+`7R][0A=NA%BK,?AUT^W4K5C3Y/M;+S),U4RA%B M\@5>=-MWW)&L8LW@+)4,(.![0EXKECD!U;&2`K$BZ+ZKO=FV_P!4`5<#HHYW M5A',MG/1@/A-,$(66:9%4;D0[F/ATL*K2R+7TJ4+4"&@R.[$W]O9ZGIZ+$GW M:U-NST>+^9''8-FP,?=T,:`^[:*\^CEY'QTL)NAOYG:?9X5K9Q9/,K_Q?@?V MN;]TFHE[P=E?])>P>WNUWY7/#?*8<*-*(QN:U@-!]-;G2.?-UVK0P<_%RL*# M*@!2+(19(E8;39EW=/IK67,Z6&#U4RW'QQJ5#>0-KU94JPI^$4PU"U%%`4!0 M%`'2@;00Y=_2#_F$,1[!UJZHF!!%QJ+7]E2KA"ESE2GP4*H]^MZN4,Y'B>-Y M*..+/QH\J**198TE4,%=#=6%^A!Z5%PMZ6`\!05V)AE,@UC8_&OD?,5<"P:S MD1-#&S?&6:_W2=*U$.4*J_#94'E2F#@ZE;@W'LJ84$^-!%EJ6QI`"02#TJZK M@PQ*X5P=DE@=R_T^=*S=2'),36G`N?LNO0^RK)DRDA>9P2Z!!]T>/TU**F?# ME1^G-B2[`CCU8C]EE)UK4J7HOB]A65B"WIY8L-)%+.OA<>-5%@:UEHZ@*)A% M/$98F0-M)Z-UL:&"PP^E&J7N%'X:N52$@5`EZF4R7K56,KN<$]O\C;_Y=S]0 MO4V[.WC[8WE<-BAOX7!8ZF)!K[5%>?1GR9CDJP`H3:.@%A6KU<&1S!_XOP)_ MWN;]TFHE[PWLDW[2X?\`9(?[`HS&V2=IL=:L:8_)W?BVA/7U85/TM:NGE>CU M?XR??OU2O53BP2XJX\\:RQ%%#1N`RFP\0;BM1QVN:Y/FNWN83/S\[`E].%,? MU,&)&.F4-JVV#3;M2WTU64_#\1W+'R*R9N09,,XZJ%9V:[V!)=3XWN*J.EBE M=SUK7=$;2^LH,:O(A"^H["RV&IM>I.Y6@9%$7J?<5;CW5B]VH;BHRQ;F M-VC1#H+U45R'R>OPP7^EK518Z?37.ACLJAB3J!TK8A2*25@TQ MVKU2(>'O/C5`VZ+(5AI')\.WP#>!J"SH1K6:(YB1&Q`O8-^*M0$03TDL05`' MQ>>E*9/*J;7`-O.C);4(BR8S)"4'C_12&YT3;D&A'L-/59V-R8[IN!LZ7*'V MU8E+C2^I"C^+"Y'M\:E6)0;ZU%)>@0&@=0,DD5$+-H!K5B555,JPF#;G;7TS MHMO*JB:+*C<["#&_BCZ&IA8I=Q?X!R/[-+_9-3;LZ(Q;]=B?3TK MS=CYOW2:JE[PWLJP[1X?]DA_L"C,;@%_&D: MC)Y9=LL"*#^LR80=--'%=O(Q=97M_P`=BL`>VD[/*-HI@P-MJL2Q M!.I1EF`+;`0P'B#6C*>-U=0RD%2+W%1HM9M!5!0-D<(C.?`7H&P*WIKN-V.K M>\T"O!%(`'4,`;B^NM7(<5'2VGE05SBR[?2##T;W`L;VO>U!9M4,%H(,MP(B MGB_PC^FKK`QY\-C?CM6<+DT1R3+>4[5)T MC\;>VKDBMS?)R\9A+D1XXR#O2/87]/[;!1J0WB:955RNZ.%0B.3)`FCF2-XK M$D2;MNWIYT2U))W3P:*9'R+1B7T"VUK;]>FFHTZ]*EAE".]>VSZG^UBT6[U# MM?:-JECK:W1359R?C\WV]E&2.+(4>G'ZTF[<@5/SOBM3(T<')CF0;)5F&T,D MBFX9&U5@1UI8L6J+@$5"S)1I0D)M!IDPAAB],O;[):Z#RTUI5B:]`5M;D>9CW+F_=)J)>\1=D,K=I5>J:3;3JZ^-Y-TWO3TKT]3<7]E8QAF7,R=127JI4#3N MQ_5QEA^<=!50N/"T88G[YOM'05*TFK-"VJA+4$62CR)Z8%@Q%V\@-:"4>7U4 M"T!3(+5,@J@/2@H3-ZTX2_PD[5/G878UN=&'V11,+O'<=B<='BX&$GI8^+$$C0:@(HVA=:T1H MU&A4!0%`4"4!5#6=-`Q`W=`3:_NH5Q'>7)%]:IE;X?O+D?7Q,3.B!6=F,N1(#'M7HC8\K(5:Z&Z'46T-9V[.O%>KB^%0/PN(">L8'X:\FO9V\[\[;]O19CL MK.E[[0+$]=:ZQY&1S);^+\!^U3?NDU1+WB/L9H6[2X@QC7Y2'=[]@O59CH5Z MU*U%>1B>:X:,'0Y(N/.PJS:SH]WBZS&U^IZ4`!79Y03:@K3.\DIQP-JVNS>) M'LK49JPJA5"@6`T%186]12VH"@*!+"]`42EHF1<4PL%3"BJ$8@*2?KH*F'&& M9YR-9&^`>`4>7OK5J2+E9:(:(*`H&LZQ@LV@47-5*K[\B>XCO#$1I)INO[`: MJ&PXV9&BALHR%"3=E4$@^#6IT5/&T]OUNT>T=/PTN`F-8M(XU!;1O,6%9,)Z M*#0)>@44!1+27%7"95Y9I"QCAZ@?&YZ#_MJEM8'`\JN?%+F0NFV.ZO(;64KU!/LO4:Z%B&/*N^,(ZMT8 M6(TTI4Z)%@B!)V+?SM4R85N2XO!S\.;"R8@\&0C1RJ/A.UM&L1K3*^V,S-XK M!XKLW*XW`C]+$Q,.2.!+EK*J$#4W-3;LWQ]W&\!KPN(?T/Z37ET[._\`D)_> MV_;T3M>.8NVB2"P;P!'G76/$R^8(/+\";BPRI@?_`.)-1+WAO9:JO:G$$`"^ M)"3;Q.P49C>!%A4K45X5W]R\.OE(S_ZHIZQ]#Q?RMJ]*4WO7=XRT$;QJ9%<_ M:70?35C-.N!I186HHH%H$H(LJ<8^-+.06$2,^U>IVB]A]5!ST/?O#S22(N\% M'1%+#:&$D7JAQ?[H&A/G1*T_\Q<*=JKFQ$L_I+\7W]/A_#1"/W-P$>CY\*G< M4(+:W'6BQ(W/<.B,YS(MJ:L=W@0"/[0HIDG(%J(73Z*F&QIT\*8`J*HLH`'D*("0!SPH'$@4!>@1G55)8V`ZFJS5=G:5O@:T:_;8#4W\!5$\<21K\(ZZGWU%D0C:>8-AKCF,QAC;U-U[A?"E61U6O6LM"BLWN;_`*=Y M/]EE_L&IMV:T^)Y_V]KPN'[(_P"DUY=.SO\`Y#\[;]O15YG)Y6/D..CQ(F;$ MED/SDJA6L-I"BQ]NM=8\;FN8_C>S@9?4/S7S4R'X!NW>C*-VSI]FC-[QT/9_ M_2/#F]KXD.O^@*Z\''-MG.[W#:V+&$`ZN>OG7M\C36:N?'M*G4!X4"4!0+N%`4"4#74,I4BX(L1[#U MH.7C_E_Q:B(>M*?2QWQ4U'V'DWCPZJ/A'LJQ*QMU4J?+]& MF6<(X?Y=\+&/[R7J3<[;V)O;I3..J]6=W!VUP7!<3G\SE9DT6/B0^L2"OPM& MJ`;=.K>FHM3;;U-9?WN=_EUG8/?/:N8V:^1#R)R+R M]37:;%EUZ7U=OV_R/(0KR9Y?"'&'E2."),>-/[P^7MK6W5$V+WAVAR M,&3F\;S&).N$GJ9$T4JLJ(.I<#[OMK,J^Z%'=/!SIBJ_)8\8RX&RX"L@O+!& M"S2)^@`+WK63W1-A=S<+,V"L?(P3IR8<\;(K@F81_:"^>VLW:+,)>;[I[=X, M1'F.3QL`3']6,B14+6ZV!J6K4D7<'"RY>/B0YT,F3EQ'(Q8E<,TD5[>H@'5? M;5E3+-YSOGL_C6-T83\]@I]U75 M-C[`*`.@K-6,Q^X^'CWM+,8U1G3Z*9&!7\+VD=_:_#1]!\I`Q]VP5KCMU9G9OQHM[DGV7U^JM; M]<*PN%QY3?Z17/^I]/AZ>/M]L_\O0UO7>O%2T!00Y65#B8\N3, M2(H4+O;71105,/G>-R(DE,OH^JQ$:3?`Q(MT!Z]:)DF/W#PN3*T467&65Q&& MW#:SGP4_>H9*W/\`$?-PXPRD+S%Q&01M+1D`K?S^,:45H@ZT"]:`^FI0A(J( MH+Q\NV;>L]#2ZV1V6,GZS69EQ^75S@.RN^\G+8_$'E\?,XMLXF.-.6!]54G^'WZ5TWG28:LK-XCMS M^8_;W,]KW-8W6Y) M8YL)G3;-B`K*D@ULK(ZVJ[Z_0GLN7TACLJQQQ,0)%10R7%Q85N=G;*4NHT)` M)Z4,B]^G6JTK_P![.#]R*X!\V/Y*O9*H=Q\W/P^+!/%@RYYGG2%XX;717ZR& M_@M9B5S\O9.1R"YBOD".">3)DA;XF/\`M.[XK$V&W=I:MVR,S*SV]V1+Q?() MDS92Y"QQ>F!MLS?"%^(DG3X;UE73XZZRLHLI8@#W"UZM5/H%N=`.IK$@9%*9 M%W6LO0>VJT>&4G0@VJX3,.J**`H"@S>Y+'M_DAYXLO\`8-2]FM/B><]KONX: M'R%P/H->?3L]7^3G]VM,WO6G@]&)S2C^-=O_`+5/^YS42]X9V3%_RKQ#EB;X M<`'N""JRWP!:K%/[;&_O13?[&(QM[VK.O=].?]:_;'H%=WBHH@H,#NK(Y3;B M8&'QYR\;D9#CYTZN$,$3+K)8]=?"@H#^7N$TD#R94LK0L[ZA0"6(*Z#0;:,V M%E_EWQ\CP$9,J+"8VV*``QC``^D[=:&%F/LK&7Y8/D._RK,T364:,Z.!H-;> MGUZT:='I0+>U`:?73(SN2YK#P98TF).XV;;KM!\3737CM8WV3IGXK)O5Q;J+ M_#?RM?SK/M5XGWKVUWMW)_,N1^&P`N+!AQQ?Q#))6"%I6WN1XR&P&@KAR:>Y MU\/GO%M;&7S?\N_YA=O/[7 M?R?.VY-<;/HA6OJ!<'4?37I>6EL3[*H6Q/LH`"U!#/$)$(^RP^PWD:LJ48\X M;]4_PRJ/B4_C%*A\DD<:L[$!1U-!3$T4KB21[*#=(O/R)IBCF3^(2<= MC`YLSDQ\@)`&,9>X0`G[HZWM6MC")>([Q?-Q,S)D>21"HDCWIL4;%W%5\]UZ MS##1X;F)N+@@P.X\U5Y;,E;Y*)V!>15C4D#;Y-NI(-F'**Q+&(W9V%UN+`DZ MFK>H(]`+=01_301<_GS M@W4D6/A18 M^-=;OF.>.K821'4,INIU!KFZ0Z]&BT0G6E&?W``>#Y`'QQY?[!I%T^)YQVQ8 M<0@_-=A^&O,]W^3_`#&I>CYOJP^9_P`9X`_[U-^YS5I+WA>SM.T^''A\I#_8 M%5EMCI>JLA_:FO>D]ONX@_":FG=]+_\`/]M>@5V>,404$1G2[6!(!VDCSJX# MQTTZU`_2@*!+4!0(:#E\SC3Q<]L;%XI9&HKR=72H)>_N)C#1B.4SA=RJ4LA8`$@/?V M^5599.R5>^NWS(T#2.LJL$9=O5B-.A\;4J=^[HP+"I&IB%HI;VJ9"50AOX42 MN0R>4YCC>".3(P[C$D=070-HS*?;5QT1J`:^=9H M:\43VWKN*]+^VJN$>,-H:,D_`Q`OY'45+".6[A[4Y3,DY"?$DC!RHA'LU4O\ M2?;(\@IU&M(6(8>P)XH&7YLF5T],O=K!-H&T"_A6LLX1X':G*X/-\?&7];"B MA=)9RQW&\3IM"^5V!UH+C]G9TV/#C392K'B(ZXGIW4ABFU7<@_$14F!0_P#^ M>+@PIY!*\(*^J+W87T)OX^=% MC1/32BH2SR2[$-D3[;>-_*F!-2BES:&3B,Y!]Z"0?6II&M9U>;]O)LX]T_,F MD'U&O,]O^2O]QHGK1\UA\T?^-=OCP^;GU_\`HYJTE[P[LX_\I\.#U.'#;_4% M5F-OPM1I/V9'?NS/EM]C'C'UFKIW?1WN.#5WE=7BH%`'K_15%<;V5@+G<3J= M!:^EK51.BD`7ZUD..E`4"7H"@2]!16%FYDS-]A8-J>PEKFM9Z,86LC%CR8)( M)ANBE5DD7V,+$?566K&:_:7`.09,16(Z&[>/7Q]E$P@;LO@_41HH?2"SQ9#" M[-N:$L5'Q$Z?&:#=)L#[/&J&13"07`^'P/G2KDLDJ*A9B%'F3:I-4NPCE1UN MI#`>1JWHLN399B'$<8#/UUZ#WTB5Q7?:8PY/B%RWL9URE,Q4,L:A8VN+]&N` M%/MJC&PL/@^1@ES)>1:"3D2V1Z4L8+*AW)8V^'<0U$38^)V_Q?(8^;;;'0WO>@Z]^[^!,C(9ANBW^J&!W+L`)^'_`$J*U,.;"S,6/(Q] MK0/?:UO(D'ZB*!7&W(A:UKAD^OH*"R0:RL9_(Q/V0B[B:L M5SB=^<=E(\6,)HLK+=HL>0QE@ME0+(0.HW2"E2.B[>Q>7Q>(QX.7RDS>20$3 MY,:[%8W-K+[JBM#4:"C-5V4OEJRZ>D+.?/<.E:%BVMZR%M0+1I%/+L0V^T=% M'MJP+!&(T`\?O'S/G2AYJ'J@Y!-^#D)>Q:-A?WBIZ++U>:<*ML?)4&^W(F7Z MFM7GKU_Y#;.TJ]>^M'@K$YK_`!KM\?=^;G_UN)0+N*XL.UC MHMO3%]:].GCW:9Z*-@R*X\>H]M<-Y9<.LN8M]C7;N'F&\`L('U&FG=]+G M_)T^O/\`-W`%=:\0%`C`D';]KPI`R--NK60]-#^6J)/"HEH)O0R2U%'44`!6 M<@OK6A!`=\LL@^R2%'T"U:LZ,RK`-9C8,BBP\2;`5<("343"#*.B1C3U&"W_ M`!U9&4@C"@!=`.@J5<,SEN,RLJ2,Q/\``/A93H!;[U=-.3'HFVF8NX>''B0" M&.Y4&YOUN>M8VZMZZXAV*`?58ZEG;7V`Z4K*GS7;G&%:PQ;U/BC=2QYW$#IT MM14UQ65P+T,$D<(A8Z`"YJX,H<>,LWK/J["X\A0E6*BBB([ MS'AA;Y\7_P#5S6_UZ\VUZO5YTZQ?.E'BOT,;FB/XSV^?]ZG/_P#3FK27O%;L M[)'^6N(1'"CY.`>FWWCL&HKZ.G-]UYM=-=*\2'*S(,9-\[B-/,GK[JU-4WD&L5O\`9`)T\^GX*UQ]C9;COL6YOH-:Q4C* MR.X,?%RLV+(4JF$D3LZ_$6,Q*JH'G<5%56[Z[;6$RMDV4:$;6N#=1:UNMW%# M(Q.]>(F?8S%-SE(FVE@0.C$C[.[PO2&2XG>7%Y7)8V%$6)S(S)CL592VWK\) M%[>VI89:N3(Y(AC(#R&Q-Q<#W5N1+4\4:QH$'0?A]M2UJ0Z^OLI(J*50TA-C M=1H1KK5$J:H">MO'2LTJ&7^_B'B+G\%:G9A-X^RLM@T`3:JJ'"N(V!ZAV!^N ME9BQ444"6]M`NE`ER>FHH(&%\J.VNU6N/?:JRG%%ALTGIQE^MNGOHM,@CVH# M>Y.I/F35IJETO6852P`IFR)?3";GL'MJP'C6]F).J[X6K$K=A+4"T$&2VYDB M\'U)]@K493+^"I5AU111$.3_`'$G]4_BH:O,.(_O.0_:Y?[5Z\NW=[?._I7V M-:CPWNP^9_QO@!X#*F_N]G1C7I&U$ M[[GC8W9"+M;K[ZMK1/NL\7=N99)G1.BLN MUSY;C7CU[/1=EY0`H`Z`6K#4C-S.WN,S)Y9YUAH84 MSV1VV4=?E;;UC5CN-_U3%E;^M=V8!B+*IUN5]E6L5;X3%Y%(L;+Y()_$@+B@K-+ M)*YBC/IJOVG_`"5K#.4D6.D?Q`DL>K$W)J97"0D*"3T'4T#0Z21[K@HPN#X4 M,F8E_EX[];4OSSNVJXR]3?Z*/!EA\S_C/`?M_2NG%OU8WUS&)PBHW*P_$``"RZ]2!:O7S_" M\_#W=#/;UY&/4(EO]8UX]>ST7NNWM6'2"@*`)H,^')67D&B:VY%.T&]]#:_E M72SHQ>ZS'$`_K2$[_%;W"^ZL9;B3U$.E]3H*H<"=:E"^-Z@1G1%NS`#S-!`" M9I%8`B-&OKXFM,)P#>LMG&I1!)\4\0;[()(]XZ5J":]9@+U07H"@1@*L$$!W MS2.OV;V!JL)[]:RV9(`SA3JHU*_]M(E)$MX=I%E-]H]AZ54+C?W04]5^$^\5 M+W6(<_`BS$1)"=JL&L/$BKK>IA:4`"L>JJ\TL@R(HH_O$E_8HK<%DBH$O0%` M4!>@*!DO]T_N-"/,N-'Z[DOVN2O/?CKV>?VU^QG=RR\\,K#_`(4A,(9CE[;$ MD;2`"#X7UIZOG_0YGE,KE2>&8SS?,+F2A8]/F;&"0;K6_-N.E5F]XZCLS_I/ MB/V2'_X8I#7LV%F_57M=F.U1[:VNK7_ELA7C,TDZMER"PZ"WMJ\;Z7E]Y/J= MAX>VM/%ZF$JUUN#X$>^M0KF^5X1L=QD888Q"Y*+U4^!4UZ-.3TKA=>O1M<>4 MGQHGD823!0';V^T5QVO7HZ:KVVL-F[30,DD$:%CK;P]]:D2JT4^1)*MELER' M\@`/,^VK9ADZ*&TS.BAFZ&3R-+3"<1,6!0*U&3D144*FEO"E#B" M`=;>VHM4(0(%*D35&B4$8AC$KS'5F`'T"@DH"@:K!MUO#3ZJ!U`4!0,D(]-O<;T2= MWF7'@?-\FH-Q\X]>?D^*O;YW;3[+_-B$'ZM/Z:VUHW/Y="_!2-^ M=DRG_O5KC[/?YOQS['4L1M]U:CRO/)I>=Q^8S9N)1ICD.9+,RLS(CA7].YVL MNO\`HUJN5O5L]LYO.SV]8MK4CHW41Y4Z M.!]:UJ"P&L#?K46"BFN@DC*GH18U94K.BQHFW;YF$A?:S[OA:_@*U:RT8T1` M%46`\*PTCFSL:*>*!W`EE-D3J38>RJ9/-GD&FBB_TFJIY-A<]*B5`7^V1]IB M`@]GLJHD1`JVVVO]H^-ZSEK"+^YGU-HY/P&M,+08'IT-9;-^]4H'VA;L?A\3 M5@@QCNEFX]];RR?87]U8SU;1K-&9C#?XP+D5JLQ)KXU&A0**`H$H(@0T!01R_W;^X_BHD[O,>-!^??XGM\[MI]E_FN[C2/GL/FO\ M9[?_`&N?]SFJI3^SO^E.'M_\E#_8%(D69^7P5G?`D8B0`KN(-MP7?U/LUK;< MN'7]F_(<;P<.,V9"S6,[6=?LL;WZUTU[/1Y'+[MLM/F.>X_BN'GY>9FEPX$] M1C`ID9E_1"]:.-[.//;/(1Z2%AI[:8$!Y7OJ"23TL%`A(L?J-9G/3+<>:*3[[D?T5JWHRL5F+"T4AHE(W33K1IYK$NWE> M64]?FFT]Z@UY]OBKU^5\&GV7^9ZY&.TAC65&D%[H&!;3V`WJUX+UPR.:`_C/ M;XO_`.JG_\'9@;_`"IQ!_W2'^P*1F&\EVIBYF1/E/,\F5B_!(Q)CRE$A7<" M"+@]?=691#D?$T4"CJ0Q\+*IOI]-JU%6/?XUFUI03A\),YLV-`L[BS,/'PK? MS.F'.ZK]CX=*YV-G`6H"F07JBN87:2[&R@Z$'P\JUD3=``*S@`.OTT3*')^' M9*/_`"S\7]4]:U%RFN-/+PK(4=*`-`4!:@6@/?00961'%&5:0)(X(B!(!9K7 MLM^IH.&P>Z>;Q>,X]/EVRI\B!GEDD$KGU%6Y4FR[?=4PQ53/[B[QC^9"82F> M-(F)B#`DL5D(7<3\/Q;#IX5JDE=#V_W+R?("`P^(^ MVHU'4@`#3I12T"4`[JBEF-@.IH*\`+,\QO9K!+^0'Y:U4PG!\ZS(2`GRHH!O M1*0GXO8**\TD*KS_`#8N1^NNQ!Z#8-:\^_Q5[?+G]K2_5?YN-[33`Q>=.+!E MX.6[I(1+CI)\P0O4RL79;_12OG:M[FA_QCM_V9<_[G-5+WBOP+9`[%X]L:_J MC`BV6ZZH.GMI&8JR\SR6%!(\`+X\**S)D`B5V=MA5+GH&-;D;UN*ZW"Y7N/! M"XB0-'C8AL3%`S+(6A+@7-OOUUD-][;EJ=M,V7DXFCNL*1J5*)<2RJS M*"/%0MZFO=#>[>W\-S--+F-%-G*8H9&4,B[-LK!B!J-L7P@T,*V%VSVMD28V M:K3+59WTD@G]2-6V3$D-:U3*N:DP??+ M(L37"J%+A64G76X<=*S@E=<-:*.E9H2H"MP%!%DSQP8\D\AM'&I=C[%%ZTM9 M'&]W<-F86+EM+\N,S=Z4,ME:ZL%(.I\2*E85I.\^!GY"'#7*4QRJ91(/LE5! M)^(^6VM02MRO+YW(<9-P7R^3PL+'0*;T4&@+4"T!0 M!Z4&7RW;?%\KD8&1FQF23C9OF,4ABMI`NVYL=:#2*G\M#!`EO?0*0;W\:!;_ M``]*`W#WT!=301Y49>!U7K:X'M%$K.Y3D57CL@0N4RO1?TAT;>%.T#VWK3.7 M#\3W%W9$%R:3-D<&9Y7,>R&, M$1B-E4[]I4FQ+'QH9K<[2S.4R6ROGFXO]WRKS[?%7O\K\C3]O5RO:65EYO*RS97"IC&(RK'R4<8A1T# M;0-C`$[P+WI7S/5MX]OR&]J2,O:G#!="<2``^^,7IK MU9BMW%Q&7-G031QB6*)%+EK6NLR/J?#X5\*VZ:=\-SMOF>X^6F]3#Y!9\4\@ M8)DC8/Z40!9@2!H185UU^M;CL[N',AFY?(Q9!\>.%,=_&XN2*W=>F6,_>8?, M\5W!S7)9N!G"'&[>00S8&9&WZ\RJ1ZBLI%MI4D5B-*O)]G8V[K;X:WW2U!B]A80Q8&R,DF9`;LL=U#'9?;II]BF$RMX?8V-\YE M31Y4I7*B]!GV["JWN0+6JS;!9E:?LGU3!+DY9R&C5BTL: M';^`>*XF'"8-/)&#\Q+:^YV/77KII5]JY,S\WBE0VCODQ-^J1@?@>Q&X>6A- M:FM3*:/AN*`5TPX8W;X[6!NQ-R+GW5+%68>(XGX&3%B!C.Y2JBX:]^M8JZK] MJC0J6`I@%4%!DQ>&$\$\1EB6" M1IHXE;X;N58C6^FY`:QEK"+#[!X8#'E9I2\2R+MW:$2;@?J#'I6LF&]Q7%8W M&8QQ\8%8][26.IW.;FL$7110:`O0%Z`O0+0%`44EZ(.M!G\Z^1'Q&8^-<9`B M8QE;WW>%K43+C(.X.Z,"`8+0/+D.\FR5T>3:`]A\5M1M-Z&6KVGSG+SY.>O* MW7&15FBGD1H@+FSK=O#2AEUBR)(H9"&5A=6!N"#X@BAEC=Q=K<7S"XLN8K^I MQ\PRL93AC MW'SB@ZF0`:VU*UY]OB>WRK_9T_;UY_^CFJI>\5^VYO1[-X>6VXIBP6%^I,8`K>NN:S M&GD96/:03$BR&Z*=+@7.M?0X^#HY[;XK<[&_A&-*ZXB+C'*^)XT6VZ0]2UO' M2L-Q$L3GD\U2$=5N+`>)KA+T=L=%R[S)!(%C MQVM,K#4ZVZG3:2.M%:N]`0+@6\.GU5E842QVU(&MKWZ'Z:*I9G/<7AYT.#D3 MA,F871"">O2Y'2]M*U&5K'S,?(N89%DVZ-M()!M>QJ";S\JS*T9)"CJ18;C] M^P)%:RF"B(!2";WU^DT]Q@W'A:/<6(^+H!X6J$B:BBU`E`A)%`EB:"L>,Q3E M_-%?UFGNN.AKI.2XPQ=4N2VV,@'XG^%?>:Q.K9T49CC5+WL`+^V@>*@6]`4! M0%`6H"]`M`&@2@.AH$-KW\:,TFM!2YGAL#F.+R>-ST,F)E+LFC!*DCWB@H10(!:@"*+'FLBA>Y^:`\94)(_J]*\^WQ/9Y/Y.G[>J5^H%*^?Z ML/FO\;[>_:Y_W.:JE[Q0X(R-VEP<0C#>IC0`78KJ$!OI[J[<'=EH;^)"@E&= MBVV0$L;@C<6!\>E?7UMKA9U=3V[F\)A1-*=R2*;1@`DD>-A7FYIM736X=._' M<=F2)FM`C9`7]7.RC>H(OUZCK7DO1W$Y>3EI9,2QER5.;)$SV]%8U-WN?SH_PU&L.YPL]IEFEID M);6]5<%N*&'!MVYS^-@EH6,63C29,T;JR&YD#%+!`#XV^*BNPXB+)BXW&CRF M+Y`0&5F-SO;XB/H)M07`2=#UH%HI#0>;9&G=?,@=-Z?V:\^_Q/9Y'Y.G[>J/ M+Y#!QG53X#(]=3"N7-\=^G^RS+^.JE[Q/VG MCPR=L<*SK=DPX=I/A>,`UO.&8O)C8$,CP&`$L-R*&^(J0!]DZU[^+R9(QOJV M>V\SC9,N7C\O#]&0'?!D$Z,/'4?9KCMY%MZ/7KXT]F6U-W)%QN;Q/&28N3/+ MR#M`)XDW1QM&+[I6OH#X5G9RFN&]<#XFT\6/@*PH1HWT5@UO(C2BG[1?3Z:& M'/8_*\LG='(0YN(F-PR)$N)GF3665M"FWPZUKT9;L4LLMG#7K0.H&-(@&K`6ZWTJX"AKC MV^=0%FOK0<[_`)SQ(\C+^:008N*9%]2^YR8I/3/P`7`)Z43*-^_N)19WVN5@ MR$A(`)+1O:TB^=KZBAEJXO.X.:T\>'*)9(=H;0@7<777W5<*NPQ")`M[GQ/F M:40\GD208;NBEG.@MKUK6DZL[]F3VV[B>50/A878CH&O[:[^1VCCP=ZZ$'2O M*]!:!*!-:!U`"Q%`6H"U`AH`4#)?5Z1@7\2:K-,CE82>G+]KJK#H?93`E`)\ M:C1=E`@MX]:`8>(ZT'.R]X1P]P9'&30A8\==S3AB381^H?AMY>V@9%W_`,%) M/(OJE85A$Z3%3JNXHUQX686H&Y'WR/R=/V]65S_!?Q98XY,@1P1W+1[=UR->MQ2/ M#ZN5Y7MQEGX7C+L"^9*WS_B1Z$LEMM[^%5F]XZ;LZQ[5X<@Z_*0_V!6F8JYW M%\L>8GRL2$.S+>*8FS*/2*@*?Z^M:54GX[N]\)T:61G])HO25P"QS>@SN[/6DQH,PQ&8(L<;2`'X=B@(?!K!K^=7W.FG'=LX;.1PW?3QAE MSG:2=IDGC+`*B#6-DMTW6M]-;E68: MR[M4TSE&5(E=RS+I M9>O6]2'MJ+`[1YZ6&/+298I9HD$NZ1Q(LJJ%#&W4QD&U7"3+J^U.)Y#C,?(C MS9Q.\DI=6!)ZD^?T5'2-G()$1(^FK"HY#&R!5L5.C$:V%5G*2!P\88"PZ#Z* ME6,_N/%YW)XN2+A,M,+D"R&/(E7U%"@_$-OM%15+([)X/*9I,I)'EE!,I61E M7>[!W*J#9=SZF@1NQ>W&1X_2E`DMH)7NNS\W73IX4%K#X'B^,S?7QD*-.%5] MS$CX%L@`)K0UR;D&H`B]0,BQX8BQC0(7-V(%KFK=K4DD2"HI:`H"@*`H"@*` MH"@/HH(Y(4D`OIM.A&A!]AH(&=X77>2\3$*&/4$]+VZZU1;H"U0%!CY?:_$9 M>7-E3Q,\LZ[9`7;:/AV;@M[`VH*P[%[:V!?E>B&,68WVEBUKW\S?WT&IQO$8 M''(Z8D>Q'(+W-_L@*/P"@XGE%V]V\GYLD3?@->?;XGLY_P`C7]O4U^ECX4>% MBWOVN?]SFJLWO!V:NWM7A_V2'^P*DK,;?05O+2!4+NYNRMNL"/*U,D M)D\?CY..8)+KKN$GWE8="#6=GHX.?Y=SZ-3MONN?'G'$\TP$H%L7-;02*/NO MY-6M.3/1Z^7BUWGS-'5SS/*-F(0SL-9#?8H/C[:]&'SL'XS,M\>1`NU=".A` MJ46%54`VBP\`*QE4$(,4[Q$623XXQ^,5I<+#$*A)\!>IZFUCDTQ,N$VZNE!%J\[M`ZJRV87!H4PQ)MLOPV%@1H=:J'(+*! M46%ZZ44+H;4"V%!'+$LD91M!UOXU0R(9`;:Y5HQJ'&A^JE$]0%`HH$-`M`A\ M:#@X>]^1Q,>?(RPN8B!B57;'Z;!Y`%)`/58Q06.3[ZR\>6/T<0>FN5'!(I>[ M%72Y+C;=`"1\5!'%_,DR-D*>,D`QUWEBYVLMPE[A/SS:@9C_`,QLM\F.-^-) M7($#0!7:X]5;ON^'P\*#2@Q>1[D7A^8;(FXI<:1ICAPN'6="+*)39?JH.J%` M4!05LJQV+]XNI`]QO5@LB@#4"4!0`H%\*#SOFS_SKG+YP1'\=>?;XGKYOR=3 M7ZTKQ,/FB?XSV_\`M<_[G-59OHD[/!_RMP_['!_8%,99C:`TUHU!9?#K546O M2B#*PX4.[`8[ M[#Z'RM>:>[3XG=2E28LB/XT'BNOPD5UUN7@VF+A95E901T(N*E$,AOEQ?HJW MX;59V$CIO1EO8D$?76=>C-CE>.QWQ>;AQY4(92;6-[BQLWU5ZMM\\=CA-?O( MX^_H8N0SH,^(1XV&SJDJ!MS%&"_>LK'7[ITKRQW7,_O3"Q8E=89'+B-XA8`/ M&[`%DU\-WC5JQ"G?N')GQXD.++.DKHBSH`$&]RHN&-]+5%=6`+4!0%`4!0+X M4"4`*!:`H"@*"N<'#LR_+QE'-W78OQ'S.FM`XXF,228D):Q8E1^@/DL.X(QX]RVV_`NENEM*"=$15"J+*.@Z"@6@*`H*X M%\LL?NH`OTDW_%5%BH$H"@*`H`4'G?.6/?&9YC&B_IKS[]WOW_Z\(;VO2/G, M/FO\7[?_`&J?]SFJLWO"=I&<=J\.85#7PX=V[^H*WI];,;T98H"P`/C:IMWZ M-0,0NI-A3"E!N+CI4,DN+BK#L@:%7WP2J'QY`?@(\^M+,KIR;<>V=5CM_ELW MAIS@93>OQ#Z0RNWQ0^2D_FU--K.[Z'+OQ\VONOW=W<T"U,W">K"[:P.VNXN/R%58?Z4;HJ;6=SN"[#MOJ1]D_70D=GQN-)C8,$$C;WB MC1&:]R2J@$WHTL&@=0'<28N;ES8S9+F9Y,6&4;`D+^FT:':M[A7U]M$=%PG<^7R/-S\>^*(HXH%E6 M7XOM74%?B`'WO"C3I:`H"@2@!0+0%`4!>@+T!>@+T!0%Z`H"@+T%1)D&<\'W MRHD`]GV?QUJL1;K,;):@+4!:@*`H//N;'_/&6?\`=H_Z:\^_=[M_^NC:D?/8 MO-?XWV]^US_NVNNL9L"11O`%D`( M878'QOYUG?6UKBVVTN8J\;RZIIM[7U-?;Y,Z_$] M,@R8IX4EA.Z.0!D8="IZ&NTZOG[:V7%[I`?93#,%CX446-`IUH,?#[8PL7G\ M_FXY)&R>01(Y8W8F-1'TVKT!HF&KZ48\`/984,'!%!W`"_G;K13J`H"@*!*! M;4!0%`E`6H"@*`)H"@44!0-;<`;"Y\/?04\/">*>;(F??/,1_HJ/NCV5;6<+ MU1H4"$V-J!:".:39M8BZDV/LO2!]Q5P//.>)'?.2//%C_IKS\GQ/=M,^/^\U MJR^MO.G0(BW9G= M?M6V@^%JS=A*;-KX6Z4FS4[$98W7TF4%#U!Z4PG'[M+F(>.Y+-[@BFB+(=K%6\"*L2EQV+0JQ-R>I]U2K"R)O0KYTU5%" M[W,3CXU%R?,5I'"]P+M[WE;J&Q$_`37FY/BCW9_^?]\1L=3Y5GU?.8G-C_C7 M;HO_`.JG_WEY=*8$;2OG[ MZ76XKF_Y@)R+0\5)QS`9<.8)(HR^P2,(W`3VWOTK>'+.'/\`&IWMC<;'%QDI ME56G.X%9%+%Y"P9CK=6VA:87*YE2=^9)*J[Q1OC2EXU"!U8W*>V_04P9=M@R MS''QP_WHUW!OM@[==U,&5C?K;Q/05#(]5=X2_P`1%[>RF#)U[]**#8"@Q^6[ MBXW"Y/"X:?U!E\J'7&VH62ZJ2=S=%H,/([7[A$6+'C9?I"*`1DAV4*P9B^@^ MUO#+[K42U3G[9[MQXBR91G6*)PBK*X:Q1P$`MK=F!W43-$W:?=L\9CDRE^7D MQI86@:5VTD'PAKC[I\:+'8\!AY6%Q6/C93^K.@8%[EK@N2NI_1(HK0H"@2@* M`H"@44!0)>@6@";"]`T.#^6KA,@D^%,)E#AL?3],BSH2&'EK2QCVR_V+]L<[W3S^1Q)A>((X;1 MHVW;C_5M69UKY[F^6[DY)X^#Y#Y9=T>9,IZ_:,$J6M?R/G6DO>.D[0OOK=N()63-4AA('N=8FZ6 M]AJYEBPXOD?_`'8_UJST:)ZSA@'7:3]52X$VO7P\:@BG7:!*#\2Z#Q!]E=N+ MDPSMID]GR9%L5$9/5KWZ_0*]&WE,:\4.1-JA3J.E>.[=73M,'L`PVD7!T(\* MSO,M:3'67JHX&?E]LY;9$`,O$2M_M&..L=_OK[*SK+'T^+ET\G7VWIM%WD>7 MP>]LI^,X+)V\APALCD8.=7V%C?HNX4$[ M=D]QS)L;.]-@VYG$CW>[%AT^SM4[/HID#]F]T*;'D#)#Z0A4!W#`'0W-[Z#Q MJY&[VGPF=QV1R!RIGDC,VS"#L3:$`'Q_2)J6CI!\.@K+1;T#6168,5#,OV20 M+B_E0*%UU%J)2E0>MZ&!M%%*-*!;4"&@2@*`H"@+T"T!:@*#.[BCRI."SX\4 M$Y+0.(0M]Q8C2UK&A7*/C=U<3,8\3=+#(B.9$0R!&9I#Z0W$FUPESX`UIDWD M,GO2?&258Y$SL;)$@A6,>F`()-`U_C4N1>]!:Q.X<[#SLF7GI(L&.2=8./63 MX/68DV56^]=;6H.PCF1XPZGX?Q5,+$6.I=GG/WM$]PJU7$=TDCO.`#H<07^A MJ\W+\4>O7\B_;%:2&)[,R*S`6NP!/X:FO=X?5SG,\;"O.\!U]-LR8_+W^#_] MI*?L_152]XN]H?%VEQ*,-&Q(?_ABB1KI!&A!ON/A[*N3U25+U7!#[:8":'P^ MJF(I"@:P/0^%4-1?3E*KJK#WV-`DQ)EB70+-EXR9&,XFAD%U93U!]U=YFVS[5M#5@;$[L[;6W`6!!TL;5:)Z@*`H"]`&@2@ M*`H`4"VH"@*!+T!2,:030>H-VR1>C+[:J& M[&>>6&/X8"+R-Y,?NCWTRL70H5-HT"C0>ZHK@NZF`[RQ_,XG_BKAR]X]ND_L M;?;$)ZU+TKP>D8/-@_QKMYO$9<^O_P!'-59O>']GG_E7A_B_]'!_8%$U;0.F MIL/.K#U,^:2]M3;R%ZUAHA=G:RG:HU)(_!4L!Z3_`&A+^#2H#TY%^)'W-XJW M2@>AD.K+M]@-Z!'](./46YZ*??4R#9*RZL4'DMK_`(13("'C.^Y=!]H,!H/H MJB4E3TZ6O0RCE!:-@.I&GOJ$N2Q$R1`'H18J>GNIC*2XN=>\5^.Y'*[9RC)$ M&FX:4WR(%U,1/WUK,WP^IQ[SR-,;]-YZO0\7DL/)PAFPRJV,5W^I?0*!%:$:9>,S!%F1F;4`,"2/=>_A4#S-&I-Y``M@P)&E^ MEZ"4=*`H"@*!*`%`&@44"&@*`H(LQF3%F=#9UC=E\=0I(H.(@[D[EXS`P9,^ M)LM^1=#&I%W1-B[RQ10!=FN`:"1^_.4C,8;CS=\D1D`-_=E@MP;=?BHE+F][ MB[ME]1;<+[J(Z+MCA9N&XE,&?.EY*169VR\BWJ-O.Z MQMY46-5NAHKS_NX6[QQ6_.Q2/^]7#E[Q[=/^OM]IC+X>)J;/!Z1@\U?^,=OC MQ^;G__T5*W$P4*`` M+6\*RH-_"@47\:!:`\*"&8AF1?'<#]0O034#)PQA<+X^%:TO4,@F584#!@;6 M(:KR=Q.!IKT'XJQ@(K*"47HNE$*4!%C]D];]*+GVW*CB94W;V1(R(V3P>5=< MO$Z^GO%BRCRMUI-L5]77V\^OM[;1WG;^+PN+Q,$/"QQP\;8F".$60!B6-A[2 M:[YR^=R<=UN+T::A0H"BP'2U$.H`=*!"+T'.]U<5R&<<>3$B6=HUD38^RRLY M4A_CN--MJ#$D[>[S;D&G^8.R(RF(^K^?N`],?^7\)`HE5<;L_NG%QV?$D,&6 MX(+--O(`CETOY[W76C.$C]K]VNL:R3M+ZKQMDWEVLP0J1O-VW!0#XT:CT);# M0=/"BG4!0)0%`4`*`-`4"VH"@-M`FT'2PH$9$MJ`1?RHE&-U21PK/]E3H3[J9:B1K`:FP\2:97+A.\(I6 M[GP9U4F$X[KO'3SKGR]GKTL^3M/K0,VHKEZ/!M,2,/FO\;[?_:Y_W.:M,TO9 MP`[5X>W_`,G#_8%$C:%&H3QHI10-DD";1]YC9:"0`$&U!7R9?35575W-@!UH M'0QQE=ZZ_I'K3`EVT"@&L^H)`"`#J/&N@9`[&-E;4J2"?9X5-Y#*[9S/4BW/PLS7R(3J8F/WU M]E9FUCZNEGD:8V^./2<7+Q\K'CR()%DAD4,K*;@@^ZO1*^?OK=;BIP0>G2JR M6@*`H$-`7]E`E@:!:`H"@6@2@*`%!#/FXD,J0RS)'*ZLZ(S`,535B!Y+XT$L M4B2(KHP9&%U8:@@]#0!ZV\Z!WA0%`4$<[[(7:]K`ZT2L+E.)S)LC$R<6&+(" M1E&CR"0%+,K>I8`DD6HCGQVIWB\R3294:R1RN\1WE]JOL)`NOB5-,!F1V?WE M/Q[QMG[I3%(FUY6VEGN+W`'4'Z*8BJ2<+S7%SX4?)9`8#&6*&(2&0710&ZJ. MAUKERM33:ZW'9=8CSK'HYV,/F?\`&>WP=3\U/;V?['-59H[.7_E3B#?_`-'! M_8%$;8!M18+4:`N-:8$0E7YWTOT+B_G[*Z8$I<(MS]G4GW"L2"#'8RAIR-H; M2,?H];_36KJ'7>-CI^I/Q:>!J9$L;[@&!!!\O;4P'U`$7JP,]+4L&*WZVJY$ M0#QS`LV]3<"]M/JJ6LU8%1",3T%&](:8T9"'&X'JIZ'WT)R;:;9BMQO*97;. M2S)>;A)6O)#J6A8]63V5-;BOJ:\FGDS%Z;S_`%>BXF9C96/'DXT@D@D`*,NN MAKO+EX-]+K<7I5FXJLB]`AH"@*`H"@*`H"@*`%`&_AUH.1[C[6YCDN97DL?( MCC]!!%CQ,-=CJRRW;PW!_P`%!F'L?N;U`/G@L(4*(XW=5^!=JZ7H+:\/SW#E M>1GG;)QL&-G:*,N\K+&9&V*OWBP91KY4'4<+R8Y3BL7D5@DQADH'$$PVR(#X M,*"^>M`4#)462-D/0BB5%AN7@4,P+J+-;V41.*+"&]C[J*XGOLG^,\+UU$H_ M`*XH2,'8HZ@`"EV$ MEO;:D@A&^/()"WB(&JCH16\B594<74W'C6`[<*`)!%!%.;)?R(-Z)4V@N?P4 MPF"$7UHL%FO[*'4C*I7:PW*=&4^(/6K<89Q?7&WQ?2]%P\[%S,9,K%D$L,@NK"NVMR\.^EUN*GO3+!:H* M`H"@+4!0%`4!0%`"@/;0%J!#0`.G2@6@6@:0;T2JTRB.6-T&W(_8X/[`HS&V*-0I-J*;N5M#3`@F>5I!%&!9EN+]?=6Y` MU(9R+22&PZ(.EJ;"T!86KG0M0(Q)%AI?K3J(9$*,DH'V39K>(/C6A,SHNVYM MNZ4"@&]K6M0#`;2&U!%C2"*'>KF-C<=8V\Q5$P)'6H%%`@74DT+L6P*D'6_U M?30UMU5,+,R^W,M\O&4R\7+KE8H^X?%TJ2X?2XM]?(U]EZ;1Z!Q_)8G(8D67 MB2"6&475@?\`VUKO+EXN3CNFWMV7!K59%J`M0%`M`EJ`H"@*`H"@+Z6H"]`G MC0+0`%`M`AHE0SVWQ#J=V@]U:B)ATK*PM%<3_,'3DN$/_P"*X_[M\'9O_`$KQ'['!_8%3++;%,KDN MOA5AE5F>>;X(@46]O5]HZVKVLD5*1?3P\JYRAF2%$14D"X.V_G[*U@2J=WQ'0D`D&H$ M8VH(9?A:+VM8_2*N1(*@<#0&ZA2V]M%M!V?E%6]6V\ILW!4R\ M8YOEX?6WZ:"LS,?4X]M>;7&]Z_2]$XSE,/D<2/,Q'$D4H!!\O9]%=Y%R2R=,WZW7=H2Q)VKQ&YK'Y.'^ MP*UAXFO\S'U!_`:8`<@M\*`W/B0;"M8$D<>V,*#HOCYGSJ6K#M:C1K.%1G;0 M+5DMN&:HQ\@YR)`T9,8_NRH))KT_(DF;DUPTM MKU+V4A=RVR.Q8?:/@*8#O2%]SW=O,^'NJ9#P:H8PO01R:R1+XW+?4*"8=!0% M`4"AB:!*,;"P(L==+4SAJ;754QS?N]"XKE3BNEQ5LM:WMJL.`YK(B[EYP'A M9/FSQ4@QLQ`"%CF619"&)M;X1U%&;"SX_P#,4PN$D99&RP`5*$"*[=-/LE;4 M9PAQ.,[QP9EM/D!LF6"%B["10C!A*P%OA*V!!HZ/1:`H"U`4!0%`6H"@*`O2 MA20.M2#"Y;GL3!Y;!Q/[UX/+P,?+><8_S$ M1F6*31P@)&H\].E,(M'N?A!*(CF1[RH/")D^@\X4D,R2 M=4(0`DDCI]H5#+![YR,7-_@<\++-!+D$JW4$;2*Y\LZ/;XMLE9LRQ*;+`';4 MD```>7A7/6='F^?R9Z5SO+\?&O.<%.(D$S94Q*!18CY24ZGZ*TY7EVZ?>6^S MXU':O$6`'^QP?V!49C;0$>ZKE*?8&EH45E8:SJBDGPU/NJQI"%&2+O=8C]E/ M/VFKE,)U546RBP'A4O4P1@.MA>KGIA2201R+=AKYC3\53(8L4D:[8R+=?BU/ MTD50OJ3VML!/Z)_+4P#YE%-G!4^WI]=!(""+@@@^-!'.#96'W2/J)L:"4$$" MW2@!UJ4!J@H"B8*0+46T7]Q]])T2?6IXV3F<#FMG<+)[:3, MZQ]+BYIRZ^S?O/A>@\7RN%R>&F7B2B2%_'Q4^1'@:[:[2]GDY.+;CN-D^-A8 MN.9&@A2)IFWRE%`+M^%ME$P?/_+_@#CLDKS".QWMO-S<+Y?U`:&'* M]UQ\YA\OPV+C8R?Y9Q["&>0L)SDM?=<'[OC7+E[/9XO7W3ZJO!-ER?C9M6/M MKG+T>+'3+'YHG^,=OCP^;GT_^CFJE]"]G_\`2W#_`+'#_8%$U;-$I:`UJ58C MR%;X25W1K\3CW58TD&@Z6'4"@6QH$-`MM+4!:_O\*F0;:9#7"[3NU`\ZH58P MM['X3T'E0#+N4CST-!%"^TB)K[AH/*PJB8>?2LT%4%`4!*MXJP\*[:W,>?EXKI<5?'2JXT44>-`M`@H%H"@*`H$H*;\GB1Y?4<1J2H/V26K25K8>=B9:L^- M/'.J':QC8-9AX&W2B)I75$9VZ*+GSJP5HXFF*RS7Z[HT\!Y$U1S?\QK+C<8Q M-MN6OX:X\O9[_![[?\;_`"94C``LQ``Z#Q-SV4PJ#(@\!H*E9I2+5`'I0)0-:9!IN^(_='6M>UHUI78@(AN>I8$ M6'LJS4/?[#+YC2IKW"0MNB5O,4H<385!#-]D.#\:FX'G[*Z<6GNN&;4BN+:: M>RL;:^WHLI]9BBJ$H%H"UP:"$7A8@DF(^/4BM37*6IHW1SN2Q'A;V5C:837; MJI+)G<+F'D.*!:)VOEX?@X\2/;4G1]+AY=>6>S?^+ON%YS!Y?#7)Q'WJ='3H MR-Y$5VUVR\W-P[<=QMV:(Z"_6MN4HW4(6B@4"T!0%`AH"@QN4[35ERF7":.03-IZC22#K;H!02X_\M^,@ M@,294]S>TA`N#91_X:)@H_EU@>K%*V5,QA55464`[9%D\/:E!".#YCMK(PVX MB6)N&]1Y.<>0=R3QD,C*-="/=6HE M7[BUO*LMN/\`YDB_'8+VN%RD_'7+FG1Z_"N+?LK&D`,X#:K;X?Z:GH\&VOWO MWLKFO\;[>_:I_P!SFJ%[P_M(W[5X@'H<*#^P*K,:$;/&7'ILRDW0@]`>O6D: MARS2MK$U%`,S`$VC'NN:,T MDL,VR_J$LIN%MUH$$JE-U[6TVCS\JUIK$1QY$DY*(C16^VS+^*KOK%6(XE0: M=3]HG6_MK'N://2K*&2&T;'R%37N$3X451X"E#U^*H(9]XEA*BXW$-[BM>KQ M;]YRY#Y!M*N-"Q"D5W\CBF,L<>W4\]37SGH+0)0*:!!0,FB66,HQM[:UIMBL M[1'@KZ4%B+,"=X\C3EN:QKJLW86(%_?6:Z69Z*&W-XO,_BG%&SW'S.+]R1?' M_2K/9]#@\CWSY?)_%WO!<_A]`S&S,7(7?#*L@`!NAO]H7'UB@')QY,>=`\,RM'*AZ,K"S`^\49>< MS3=#CMEZ?0;Q>3DY&/CS9*[,A_45TM;16/Q6]MJX.:'_&>W_VN?\`^X7D61Q&)%_1W7H$YON_"X?+R(3BF6:%X$W7`4G(!((.O2U43KW?"<] M<H(]OVNGWJ#)Q_YFX\N%E9?R$EL:2%"BNK;A/+Z8\C=; M7M4&CB=\\?EQO((V6!(IY_4)%MN.VP^/WJ"_P?-QU@+J0;W]];]`Z4G:I`+6(N!UK?#M-;EG:="`2 M.YDD'Q#["^`'MJ\_-=G/37%2G4>VN#L*!*!:`H$/2@BB+),R>+_'?\8K=[": M]_IUK`&.U3T`\3^&@SV&7@9T?(\2P7(()GBO^KF0=1_6J8P^AXWDZ[SV6CY+"3)6-HF.DD3=5;R]M=M;EY.7C]FV/1H7%[7UK3F4=:+`U[#\-%4H.5 MP)X89Q.BQSDB$N0I8K>X`/NHE9WDD$$'22'?(T;QPE04#KY[1;7PH+#]GEL%[1_Z M6XC]CA_L"C+7E4-$5/0BU($B;?&I\A8^\:5JT2>59BQ%#:P!^T"=X]M5I6GX M;C)N03D9,=7S(K".4DZ6\P#K4%4]I]O^D\0PHU210K[;@D`[AKYAM;T%@=O\ M.)4E^7#2(48.Q)8-$+)U]E4*_`\6^<>0;'4YG42Z];6O;I>WC01CMS@PNSY1 M1&%0;1I_=L76_N8DU`D/:W;\>.((\-$@VO&R7.L;MO8?2U!;Q>.P\.%H<6%8 M87M6SVU>AU2H2]0%`4!0)>@CGT]-AH0P%_8=*UD36UK(I\QCS9/ M&94$/VY8RJ@]+D4'-Y'$VMUF;V=+VGS)$4'%\MF*>9HY&; M:+(8V+V!\M;:T&CVYW?'S?$\EEXN.\"BY9O%=_J M(X(,_;-FN"7*%5`(\%L2&]EO"ADY?YBI-%"R8K(9=YD?>K>F$95`MX[MXI%2 MP?S#Q)\J''&'(99([YBY+/ MQ\+'Q#NF:0,^\$(B*&W'VZ_9KF[&_P`Q9`W`?+J?ULDT9C3Q.UKDUKY=V[.W MC\OR]K;^&Q@0%?EXROV=HM]5>:S%Q7E9/-'_`(UV\?\`>Y_W.:IE+>R3M#7M M;B/V2'_X8JHV&%UM0-B0("!T))^LT#R+TBQ$1LG#>#C:?>*K22UJ@6@36@6Y MM:@*!+7(H(IAO*1Z@:DVTT%;@D0!18"P'2L!)F58R2+VZ*:U`BI^JVM]X$$> M^K.FV0^*,1QJ@Z*+"L[W-#B:@2@*`H"@0BI1',0'C)^S?7W^%6"6^M`C7T/E M0(RJZ[6`L>NE1DR$M;8QW>F;7\Q6D5\K#R4R5Y#C9##GQ:C6RR#\UO.L25]# MQO+FL]F\^ZZ;MGD>#YK.'(MB1P]P8\?H3EA^M5/%5;Q4UUTY)>C'+XUTN9\% M=2WC;7V5UPX2Y<(!WG#AT&62P0F";X6.EA\(UJ#.YG-[UXZ/*)>1,49(AQ!$H=C&"0EM"=NT#=06 ME/?TLEI5<0OE`-&?3MZ#*0Z[O*@U)NPN*]#C\3B9Y.)PN.RCERXF(P"3%KED ME!OH;T%OF\CAN&&*\F%$59G$16-?A(0L=H521>U!R[_S%X>&,;\"-9&13&B* M&%WVDC1?`D7KKI)7/;?#,D_F)B)E)&L,*A!ZR3B$$EW)^$:=;#4U=]IK4F:C M7N_C6R3)++(SS.P];T[+<`,W4?36M>;5+K4O#=U<)!R44<&-_>-9HVB'46MK M;0Z"U:VNN_2&LP]'A_A<.&<_&AC1%C:7=&J@]+MT\:X76RX=;LXO,S9.1SIL MJ1"T:J#!&;6"]1]-:YK[9)'/W993\@G'-$F4Z1QSLVU6(N/&UO*N>TFWVF6? MS/+<:>1X#(&3&8%RIR9-PL!\I,/QUQZK?1?[0T[6XCVXWNK0DUMK MK4M"AJS@%4%`43(H9%%(34H1X_4C86U\![:L")(&%P-1HP]M`YNE`H&E1,(T M^&8J?O"]ZT82K8`Z7J4O7HI9N).)X\[`?T>1A_NW&@H2H?=IX;KW`\*A% M/,_F'R,T!6''6&09(C$OQ$-&"!\`(^T:M*ED_F/F8Z>F<'W>W\'`DS.2@$JY'+LF3E1R2-(JMMZ(#T%%PAAX+EY>X,W+Y/,CR^( M8+_#<,)M>!BNV0[AUW`T,*^?V3VS)B2218R@H-P*,2-T8T\?96^/;%8VTRXV M#MGAI8A))BKZAL6.YA8Z]!?VUSY[G8UZ)LC@N*,8!QE(C+R1K&$1RH=RO)[>AF+&T,95SU=N7PG&!'&_*F#9)"["/EY'"A=V[PK7NK-[QV?:(_P"5N'\O MDX?[`K(V!0+0(=*E6(I3=XA[22/<#5C1Z]*!20![?"@*!:`T!UH`'I00D[5FZ[+H/Z:W>PFZBL!`+&@6@*`HP"*+!1H"@46H(7C M??ZD9LWWAYB@?&ZOJ/I'E0/K(BELLL;>'0_36Q("34"V!.M6)[E&6W%1N\[:UVCS2Y(((K6VBP-QH-#YBB0-CQM]T7.AT&H]M%P M>%MXT`Z@HRDFQ%OKH/.D+=F\JO#X#._$R;5Z MY*T1SL\W&RS01""V0F/%)(0]PQ72%'D3TY&4%D.I4D:CZ*S0$F]S4&)S9!YGMX^(RY[?\`\.85 MIB]XG[1M_E7B!Y8D-O\`4%!KB@4U,M8->Y'MH80R;DE#%25`ZBJIZ2Q$"S=> MGTT"$[I]J]$&OOI1(*`.E`R<_9`^T2/J\:H>VHTJ413&TD>NO0CWU91+>XU! ML#X5,B*&XED!`!O@0"ID1$>G.K=%DT:U M42WI@0Y%S&?HM[[Z51.+6'NJ`J6`.M4JEFXH(\1YBNVF^>Z^1PW3[T^&MT&N MCS?876U2$^LHUH`T%>7`PY9UR)84>=!9)64%@/82/;4SU'`]QPX>-RDY3$CD MVLOI(J@?&ZW/NZ5O?7HY^K.!XY8)YOJP?#<,I.W<=/!JR$R^8[9C:-)&5"TXQTE"6_6HX&SQ\=M9"#N?@Y,.7-7+0XD"))+)TVK)JFG76@S M^:R(/XAV_D[_`/9_F9I`_AL^2F-ZTQ?1<[/_`.E^(_8X/[`H-FI5@J-"K`$W MZU1#.%,37&N@'O\`"K((\-FLRR_WK?%["+6K5@LV)'@#6`$-01R'_:8]VHL; M6JB4V74Z7J44FAFFD:9)1';X4(%[CW&NNO+T["<0N0`\K$6^(6`O]5@*!1TJ4-==PV^ M!JP1VD3X2-P'1AU^J]4"J[N)&T`/P)_302@`6]E0+0(*!;U+4L4LW#F]:/-P MI/0Y"$WBD&@?]!O8:5[?$\G'W=NNM=AVOW1#R\)AE'H&"!\B5EP#(N.K: ME=\@D&OC:U8"0YN-\W,F-FS12R(NA40J1L!'@S->@BYK@4] M#M_A?F)/3$L\/K_?V_*3?^'2M,UM=GZ=J\/?K\I#_8%$;-`5%R*JP45%*A9= M-&O<'R(J>H@CE72*>/9(NBWZ'VAJZ6BH2Y\O`5*'VL:R%H"@*`H"@*`HF!E;\GQKIUG76NBOYUO#R47O0L!Z M5(1R7>!B?-PX23O`=F6^@%K7KI)]URV[N4XY]N7-CG[HOH1X>)`\:X[YP2M! MK),K>:F_N'0UCT:2?^PK-!;2U0-/6@Q.:`_C7;W[7/\`NZ!\<(CZ:>=9R)#3(2@0=30%`C=:``N+T"T#?&@<1I0-U MH%'6@6@+^%`4!:@6U`4!0%`OA0(:`%`M[5G.*FW93S<*1YX\[#D]#D8-891] MX>*M[*73U>SQ?*ND]N_71UO:_=,7*QMCY"^AR>/\,T#=3^DOLKIQ;()N+5F$[N9[MQ'9X1D8I(+J!%&5.229BV)!H*+.QMC>BI*!#0`H$VW-`6`H($Y.3D<(9+($^(I93N4V.A!\:#0-K]+>R@Y9 MN\91GG%7'CD03^EO26_0@=+7W:]*#IP>H/2@R.XN?_@^/!(86E,LJH0+@!3U M)(!M03<%RS\GB//)&(V20QV5MRD#4-?Z;&@NY$BQ8TLQ4L(D+E1H2!K0<[QG M>LN;E8L)QPGK':_Q:ZL5!46UMMUH.H!/C0<_SW=#<7GIC+CF570.9+V`9M!T M!TH%C[I!P<3(FQF>3*]12D3`J/28+<$VZ[KT%_BN63D`[1JRK':RL!?Q!Z== M10:&X_16(Y@Y*8:7_1:WA2ZO7XOE^W M[M_+=7VOW5%R8.)EJ,?E81^NA/1OTD]E;UW]&O(\::?>T^&NC_'73VO%U19< M2RXTD;@.K*1M/CI5UO5;'E%LB<1/%=6!77X3^<:N^?=E&AO5I592+.O MPLO0V%P:\]H?$^^,-TOUJ!]9H8>M!B\U_C7;_P"US_N-7(`3;6@*`H"YH"USK0-G*+%(SV"!27+:"P&NM!PG#<1WK)Q M\+XW,P>@-%5&8@'Q!LGG4R+C<+_,'K_&8O/[3_\`N51B8F%W'+R#A.;Q%R_4 M]-$WL=U@#O`":,3YZT&U_`_Y@>/-1?6__N4&1FP]VM//B9//8ZQ0A/5%$;XK(7L2?'1*"IR&/WMA/''-SN.'D-RK2,I"#JPNF MONH'XG;W>O6WP:4"Y6+WOB[E;G(3D+&TH@WL&*KUM=+ M4&I!#QF3DQ2RS[NWPUU':O=:\BQP,T>ARD(_6Q M'H]OO(?&NO'RSU=?(X,3W:]=72,01:N\[OGY>4=P)'_'RM&&+9%&GY@`UU-P/.O%;UH104GV`?!)J/>.M!*.E2P-/7W]*F!C\ MS_B_`'_>YOW.:M,WT5.V.1X^/MWAL2:9%F;#A*QD];QBUS:KAI?CY?C0R?+Y MD.4/"Y4ZBX*M]5ZF!%Q''1\?B_+Q2&6[EFD:P)8^-A[*8 M%IAN#*3X'6J,#$[0P\;/&:,B1Y=XD8$*`Q'3IY4'0-8FYZ4R.?RNSL&?+RLL M94D*CF18[_&>I)-R3:F1'G<8N7,)EE:&58GA1U`8@/\` M>L?*@S\3M+'QY&0UM0-C+$N2+7:X!H)10!H$H"XH"XH"]`BD6UZTJ M54S\)L@ID0,8,^`[H9QU_JGV5CVO;XGD>SIMUUK33NS^(\-DX&?*V%RV.H8E M;CU;$:I[Z]'#OUPOE^/)/=K\-<[E*?F\47V!R&>%B?B9CK=O&U=+N\,;:D$? MB%>6]URBR;@*X^ZP(/TVJP2BY\*#*YOG8.)6-YX'DCD)!*6Z^``/6@Y_E^YL M9IN#SQ"VU,F9C'?6YQ94V].NOE52]XP>)$7I\8=S7^2Q_5!5-I.P6U8[AKY" MM*=`!NC^8:0S!I/FMH7<5WKMZ'3[OV?"E&SQ048F%Z15LCU9/0,@55OZ`M>Q M;2UKV\:R'9HR/X_%9I0/E&]0(KE/;8@CQZ;J#.@''^L+/)\KZ8T=?U9&Q-^P M[K[[]?IJ!D`3Y-O7:03^D?F!*MVZC[%V'W;6H'9JKO>SM?YA?4+I\(&]OM_% M]O\`-H*FV'^,C?)E>KILM&-]K?H/UJAVU/ELCTY)?2M^M(1;WVKU^/[72_MH M-'GP#)Q'J,ZD8HVV!9BMUO>Y4!K_`)U0,<E!M:01^DOI':"GW;[KD>-!?[=&<.S2B;>=OI*"_P!I]^VYZ>=4=#PXSAQ: M#'*&#_RRHL;[SNT!/XZ#8C.7Z?QA;^\_DJ!U\G\V/_6;_P!V@2^5Y+];?DK( M+Y/YJ?ZQ_)5@+Y/DGUM^2J%!R?%4M[S^2I0Z^7K\*>W4_DJ!H.5?[*7][?DJ MP.)R/O*GUM^2J$OD^"I;^L?R4#F.5?HGUM^2@+Y/BL?^L_Y*!"P5O6MH!])/Y*:M7X6/S97?#N"C+_`/+L3NVV/L\[5TX? MB_\?_]D_ ` end GRAPHIC 9 img003.jpg GRAPHIC begin 644 img003.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````/```_^X`#D%D M;V)E`&3``````?_;`(0`!@0$!`4$!@4%!@D&!08)"P@&!@@+#`H*"PH*#!`, M#`P,#`P0#`X/$`\.#!,3%!03$QP;&QL<'Q\?'Q\?'Q\?'P$'!P<-#`T8$!`8 M&A41%1H?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\? M'Q\?'Q\?'Q\?_\``$0@"*@&0`P$1``(1`0,1`?_$`,<```(#`0$!```````` M```````$`@,%`08'`0$``@,!````````````````!`4!`@,&$``"`0,#`00& M!P4""`H*`@,!`@,`$00A$@4Q05$B$V%QL3(S!H&10G*3%!6AT5(C5<%B@I*R MTD-3)%3PX8.CL]-TE#47\:+"8W,T1"46!V2TXX2D$0$``@$"`P0&!@D"!04! M`````0(#$00A,1)!47$%88&1(C(3\*&QT4)2P>%B1R;%A_IG[_70(2?$;UGVT$:`H"@*`H"@*`H"@*`H"@*`H"@*`H" M@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@G%\5/O#VT M')/B-ZS[:"-`4!0%`4!0%`4!0%`4!0%`4!0%`4!0%`4!0%`4!0%`4!0%`4!0 M%`4!0%`4!0%`4!0%`4!0%`4!0%`4!03B^*GWA[:#DGQ&]9]M!&@*#MCW4!8T M!027.@N8 MG_9L%!Y\J#IW#P4$\5^1BG27)R7RL9&O-CE4B+K;W5DC"E3Z?91F(UG1+S\S M.E;)Q,N3%Q96)AQS'&Y1+V"EF#,Q]-ZY8,T9*1:.4I6^VEMOEG%:=9K]VJLQ M M@UH%]G,R`-%R,BH3HTD,(\/?JM!V8A()9H?H^Q?MH(C#RSN)Y++"J!?Q1=>O^KH M)/A95M>1R@UOXHK?]'05Y,,\>,Y&?ELWNVWQC7O)5%:PMV&@IAP&=D4Y665" M7<-D2^+T'Q4'&XK%<2%S*B/X(R)YKW(ZB[]E`R\N/RHCE.,N*D*^3&N.\D2N M%8GS&"LMV-]2:C[?/\V)MII&O!8>8['^FO%)MU6Z8F?1KV>QT\/@&/=:74_Z M^:_7[]2%>I;B^/",'C=[BPC:65@?6&<@T"XX;C6&W\M'9"/2;]:!CBL/'P^8 M18(Q&L^,]U707CD0W(_PZ#>H"@*`H"@*"<7Q4^\/;0P!!^F@SX`_ZSE[]3Y..`!V`-+0.RO:UT+,39%[STTH+,>`!_'&` MQU"]?2*"D3*\SHHMMM<]Y(H+_)C.#,[D*-R`$W`))]%!&&>,R,RDL`-HMH;6 M]/36@7S6D>Y)"F,'KJQ!(\)H)8S>$,>H_LH+W"PV\Q]\A;<0M@?$+V^B@HAD M]\D'0G1NMA01>5G=02`B(Q=1T!]-:VG2);XJS-XB.>L)\(K+@Q=`=I.M[6N2 M";:U%\OC3!5;?Y!>+;W),=\?9"V6@N;]YH.>;)'# M,(H=\ID\+-8CH%OIV`CI05S2&#'5?,5V58]IZ7W#J?JH*`=_EF4;]MWL>G7] M]`U`H\OH?,=KGNL:"CDG$2O:^R--1T!;MKCN,G1CM;NA,\NV\YMQ2D=MH_6L MQ(H\7B<RQ]&*L>A(\ZSQEW>2TM!5`I:2YUZDDZDF@EN;;M':30*0;OU+/!T"^1H.OP[ M]:!R!'$HF>^@(C0VTT)W$_105RSM%C2R1@F:2ZJ6[+Z;OVV%!;@8B(+MV"[' MMT&M!=F-#B\>BY!4LQ!102+GKV=P-!G8&TQ':"JEC8]MN^@OGAB(W;KLS#P$ M];T%>/HNT=!H/4-*`RBPVE$)-KLPZ7Z:DT$(T80LAN7?2_H)N:"&:G\A<=/B M9#",6ZVZL?JJ%OIUI%(YWG3[UUY'6*YIS6^'%6;>OL^MJQP*D8CM<:(+7![@ M-+5,K72(B.Q49+S>TVGG,ZD28GRYC&28]P`8WUM87U[-*RT6$(F\6TU\/T:4 M$(P=MOKH%^2'@QAU_P!J@U_Y04#=!*_3L`H(Z&P[#[*#IVDVH.D%W4'15]U? M2>^@M>Z8QE)"I?;N.OO:'3MH$<=6R)R$5A'&=WB((`(!`N"==:"^9MMHMFV1 MC[Q).@]??027P-J"@23-BS02,6>"=W;X[:UQQZ>VWJ:4[).(8(K'<2SD=0.P:VZ+5D\W,ZJYI5<>"Y+LI=CV[ M18**"V"-BK%1?;87])H(F7:`FSL^V@C09_.W.`$`N))H$8>AIEO06M@9,N3,T9 M5AC0B6=2RIMC(+7`.K$[#H-:!?:6%M;4$E0KI;Z*"+%(I%53>0_^B@4P6+Y_ M(,W;D(A8G4A84/9]XT#,:@,)&\0O94OI?77TZ&@XL7FEF?X:$#ZC?3V4#&), MTB!%2Y8DL==`NO3TF@01WS#&NK*7E('7:JU!W$:YL<>,KSRZT5VFXM,\XK73QDSG930 M!3&6W.W\F-CN`!75R!Z]+U.496!]JH\I+&Q'EJ`+]MB>P>F@[#NF+%B2Y((4 M=`>@'T"@O8,K%>T:&@2Y'W,8]V5!_EB@=&IL->^@Z:#H"]3K;H/30#'2]``$ M:4&9SN7,>6X7C8IF&)DYD<64@`L^Z*20B]KZ%5H/3OQD,*2!&;>Q"J2!8&]P M+'NZT&/\HP2\WE1G`&M!IS<1R<B@S\CA> M9@Q_-$$JQ3Q7W@6O'(P"M;WBK$Z&@(/E_EXPI;#D4(F^5K:!"_E@FW]X;?70 M:_$_+67/R'DYD4N)`A?\Q,0+H$4NQLQ%[+UM09DO!\O-+OCQ)3$P=H6(L3'& M`S$CLLA#:T"\?!\LG+&/\I(?/QUD(M86)\)O>WB[*@Q6:[G7LM7ZX7EKUR>7 M1$S[V+)P_=MS^M;EX,T/$RY/D.D$Q2,3]-6)M;UA6M4Y1D4W-M&OJ]'90-%A ML6,^LCK;Z.^@6$MG8`$7<6L;``CIZ:"4AC7F..:_VIH[`6%WB+*/J0T&Q0%` M4!0%`4$XOBI]X>V@Y)\1O6?;01H$>87=CPKWY6,/^>6@7ROYG(&UBR-[R]`0 M-MA>@L"W9;]!]5!S(D;SF"VMIT[-.Z@K16+[QX3T&O3LZT%.`423D&]ZV2`O MIO!$*"YI#YNT:DKN+?4-`/10,SS8T&.FZ3:]B64&[W-K`#OH,U9W>`0*0+EE M;9<$[K7N3U``H&HB,:%P@.HM9>X:`4%6#$RPB]]SF]CUH&6(6=T!N8SM-NEQ MH:"M8P)&;Z/VWO\`MH)D@0S:7)0@#TW%!5"'M=SJ?[*"_'SLL3?I49`QOO-1K9IC+%.R8U66/9UG:7S3/O1:*P5Y6.!,J!5978AB& M%SX0PMVV[.P"I*M61I:/:-+BU_0:"W'*8RAE4@@Z,Q&I[_104([;;C7<=6-[ MZT"_*!@F(C>\V3"3ZA(*#0VVN!0<`-Z"ELS&3-CP6DVYA MM?6@ND2R%V'A74T!+-UK]]!YCY"YG$P(>:CEQGFEEYN26=MX"M'`X<1V()\ M36)-^R@]'+\VI+@3XF1!(\N2TLF1DA]I9I9%;IMT4J@0^B@F_P`U?G3)BQP# M!6>11!()%411^2L`4N5W`*%)\)'4CMH&,OYFPL#EY)\.$S0P&*$.75@V/CVV M)%864.RAB3>@S8?FA7BF40N8\AH4DNRC_9X6+O$H555=['6PH'>3^<,?+RN@3R?FYVS(!BY(``/7N&M!6)%GD\'^.=*#CQ*CHI\5R&L#T`U_;04Y,DCL^V@C0*<@R+)@%_<&7&6%[`A4 M=M;^D4%"$22LR7.\W%AWZ]M!Q@PT/4V!N==*`=?&6(Z#H.I)H(,7'B4`:#:M M]3?6@SS+,G(YN,CC;+Y4_0AE+J8W6^O9$/KH-;&@58)LEVVB-0;GM(&@H%\_ M(1O+)4DJ+[%`+%M`+WH(8L.R(LX+/[UAJ;T%]!=BPF691<*HU9CH`!VDT%02 M!),J=&W0!_`Q^U<7T^G]M!%7W#TT$K7!'?H:`(`-@;VTH%GE?%Y&#()VQR(T M*R#[+$]MM:K\]NC/6T_#,:>MZ'8T^=LNM6#SQZ"-G(5>I[Z"#JC:!MUM+]A/HH.^7T[A04\ILBQHIF*(J9$!DF MD.T*HD!-V/04#^)A23@2(`L<@W++W@Z@CO%J#1QN.QXV!/\`,?KN;I]72@1^ M9^#CY3`5()1!RF/()^/R^V.9>^W5']UAVB@P^,Y=N6X]VR5;&R8)'BS\3MBD MC/B2Y^R="#;44&G,"LH+$;-I('4!@-;^KL%!B\FRMS7RX1;_`,47IW>1+:@] MSD1M(JEO=4`[F/0+K84'G?\`]:C$;,Y[\UBQSXT/(9N3D-*"2L<(OM6QT+N5 M6]!Z)^`3/Q\"2*6+&RLN!I_RL<3?#A+!Y";V%]NG?0$'RC'D.OE9RLOYN+$! M"7+-)'O>UF(/E=&L;>F@L/&8_&'FC.ZY+X<7D;#$&B6?(.V,!V/Q%%W.FG?0 M>8"[9=O6J*"3XC85/B."@M.LS+MM MRV[#66%D$2(C-HH6VITZ>F@369IIP]QL!U(O=CZ;T%L^V@C0(\HGF2\=#;<9,Q/".I`1RW[*!::=V MR;V(4$[0NGA%QWT!CQ.[%R;EB2!W4'7E=24BU-K%C02'GV9[*%!74GI;H*!# M"$;YO)2!E=D:&.XTL!&6(_QF_;0:$4@=+.=T=[E%.AM8VT]5`F^0F1EV52$O M8ORQ)TUKEFQ1DK-9Y2D[/=WV^6,E.=2''`RQ^9+XI8B8]QUO:N&QR6M32W.LS M'L6'GFWICSQ;'&E!?B07/5H2=.];4'JVG;, MRS\RX",\:H(^:QTZR0+;;.J]KP_Y-Z#ID_,D9"2[XI$#02)TM)KN6W?UH$N5 MB&/E@]ODR!Y-B1FPN&)`U[K`T'COE+/RH,;G4 MQY+8V=R65O\`"I$B*X'4@FVY>SM%!MIR'(G(6=)CYD<`QD-E(\H`KY94BQ%N M^@MCYODX6A:+*99(B[QG3PM(`KGIVJ+4%67S/+9$$TK&@M[+4$7CFG*J`TQ7P0P+[MV-MQ'::",?&YD?)S228S MB.*)=SLK;5NUNI](M4"M==S,]U5[DR17RVM8GC;).L>'>ORH\F-V,T;+&EHU M)M;=M#>QA4]1.#32@,K?^58%ECC)!9CW=W0ZGLM0+PKI<"PH)2JHS.-O_O#? M_P!>6@UZ`H"@*`H"@G%\5/O#VT')/B-ZS[:"-!F\PZI/QSL;!9G/_P#SR4%, M:>;D%F&V)KA3I?;J?906RRK;RH_`-.@UL?\`A>@C&O@&T`@GWJ"[)/EA4!L& M"[0-23?6@1XP)%QW(.0%#9,^WO)WD:GUK0=PY/,B)Z@_\.V@ND*[@P3L"W&@ MT%!*@D@NP%!5RI9\Z)!;RU3?9;6W'373N%!%<>/>9"+L=2:"V@MB;:;DVH%F MD=\IV("K?0=O<*"W+;_[=*J@&1RJK?L!.I^BA)'BKB.93J1*UV[#4#8?CC]N M5]Y]''#/_LT:+3>3B2,K;9&!1.^[#LJ>H6KP<<>%QAG87)7<+W`_A4:=]!/' M8L@9M2=30>7Y3+@FCAF0K.#F0@!2"-PEL1<7%QTH*>=XSD.8Q]T4@Q/FN*CRE3RLF,F'-QSUAR$TD0_3J#VB@V&"C ML#D6N;V`[Q01M&RE&L][JXMX2.T6/90>&_*1?+?+?I

@^@"@9E1A8-I<7MVV-! M$"@X\L4?Q'5/O&U!`QHXOS7Q<>.//0KFS+&5"J7&C-X%70%?%IUUO6NWCW>JWQ6YNN M_O7K^72=<=.$>GOGUFHN9XI_-F@WW'FE6_EL`TA%N^Q"JOLMVU(0&1)*@DVW MUL"`00=>E!7/&\UE'4Z7[:"UXQ`$1F!9A<`=U!5D;O,PF`U7*B`/<&W*?K!- M!L4!0%`4!0%!.+XJ?>'MH.2?$;UGVT$:#(^8%,DN!$-"'EE)[U2(J1]/F"@L M%E'E!T21[26]T7\0/=W4'%)*@D6)[ M*"U48C=T'?05K#XS:@EE+Y6*[]647MW>FM,ENFLSW0[;?%.3)6D?BF(:_$\7 MQ<'$X+94%>!L?*N%-"TSY+*JE;(B@CS)-!&"3U%P*EQ*J:$O"8Y6.)\AT@C`\E%` M*MKMU)^U0=;@(VC"P2L5:_B<*HVE00>O]X4'B>>^4L?BN8BSX3.G&R[69=WBV$@D`T'E)\P M<)RZ<]%?]+R2D/,Q+T"J;195AU*7VO\`W:#W8<2;2A!CT*D=&'6^G?02`9`6 M8=>@OUUH$?F+B\/E^)FX_+)_F6:.1/"\<@]R1&'0H:#YX^5D2MQV'G@+RV'R MN#%EJ-`ZF0^7,O\`=D77T'2@^IY%MVPM8OIIW`_LH/"?)RG]*D[;YF;_`/VI M*#6SY2\D<)T1/$%[R=+F@(QJH[V`/JH%LWD2F5Y:J\L[FT44:%V=K$[5`]YM MJEK7`5068JNM<[Y(KS9B"4?'/R]IU4>:5FC=AT8)'M_O MO6E9M;CR9X&"#A%*MQ6N2N*(Q%&L_B+%1#Y-O?.@-JXY;6^;7'$Z5F/6L\.UQVV=\O MXZ6B/1I/Z1-Q?'I$$&-C*I!:7_9L=KD6N7,B2R/_`(;DWKO&WKPF=9F/3](5 M?4KCX90Z^2TT:Z$)%(-FG0;)UE>W>JS*O=M.M8G%:(]V?I]/0SJB\>3CY"8V M-CRRL+&>>9H[^\-Y1<=1YFER8]C.BZJ[*"*Y]5Z<;SP^GTU[3A+6A`\5R`R@ M$D%6!OJNUE.UE8=&!L:E5M%HUAK,$W=Y\UW-MH.Q2!V"M@SS.9%A\5C1HF[( MR,O'7=_"OG);:?\` MJT"L*L'867;;10;@'MH$<-.3B3,@QYH2D4[I&'B8M_-`E))$@Z>9;I07X\7, MQ1*E\4D=?BT$V'-'H<0?1+00FGY7'"22KCM&9(XV">8&M(X2XOIINH-,%Q\GZ:`C.[=8#:#90.P"@L%Z".0,2ZXW%*7);.S-J: M7\\]>[I0)78JC-S=6/^F)Z#U>F@\I\U?+#-S''\EBMD965QJKE-`TFYIH MX9T)C%QJ0&)4=]!Z_CN3X_E/+R\&=9X);.K+V7/NV(W7'0T'D?E.1(^'R)&T M49N:`.\G*DL*#8XR'&S,X0SR%':PBL5!=SKM4O9=VU7:Q(T4]@-:7OTQJS$) MY7&7D M'BR[7_P"OS?OU M-91EDV@6`7W1Z>\]]3E$8Q[*ZW[K?30+93/-RSE[[8@IC^R0U@=PL;BW8:Q, M:\)"T&%D8SSRK*TC.[S;!LCWLWB.PG;&DK,22&'ER'_5NQL^V@C09/+%CR M6&J^\D,[CTW,:6_;05F[;8E-W-E'=Z230,Y#QK%N=EBA0%G=B``!V]@H,["Y M/C99P!PXTNMP;=]!R=^4BA"1S8TS,PW%HI(P!?^(2/]5J",WZN(PN MW$+&QT\[IZZ"$/ZNR@C\FH(N;>;07>;R\&,9@F&Y/0$R@V`OW4"BY?,R[IF_ M*J@!)'\VP`U-`O%C32!U$:.3(K1JINAA`&V+80"H0`#NKO3'6O M*&)DY\M?,O(Y.5E<)S"))R7'QJPF7<#D)OV),P)M9AU`Z,*W8>G$<+KMR564 M)XF5E#`>J]`AF\`G(P[I6;S;>"5_%)&+W_ES:31^C:^WO4BX/"VWK/&.$_3L MY,]17`;D^/S&Q,N0Y,;V&,Y2TC;C94<+_+4L=$9/`6LI6,E;Z?,M3XN3.FI_ ME&5H<1E-U;+QB#_R@J5JU+_-'`R_%,AL\9]1Z=XL:#,^:L+(S,O!&',8^3QY3/B9'\,L M<+%5:WV6`LPH/5?+/,P5,+QY>.?>AR$-I8V](:@VA!YHWLY6&``R M;0";N;*`+BYTH*I.*D/.XYQI8Y-V(_O,$;Q21V.TGIH1>@\[E?+>1P?S`V1A MD?I.?XIK,JIC9C(TC.&O\)T4[CT#6[Z#/S(<;C)FX_$51()"(T0/*K9$YWD* M$W,[,SW*C7J=%!(TODBL<68AI1PS\;-D?E^3&;#,(S%D1*$CO8[C&I+$NQ\! M8](Q8>\YK6<N?17E$>MHV-KVT%6#S[J>\/ M705%%&=DL&#$D:KT&G0>J@M2][7(#:&W<=#0+"*&'->(*&1!YZLC`'=]A[/T#AHN?%^*O./I]/0VB57)SHO%QR2(\=LB*YG7RI-L60H?>GV M70K:1?LGT$$]L66+QZ6)C1]!QLWC$@AA>8"0",-)LZ$(Q[1T5C8^G7LKHP5; M]*5BZ+"3M=@K-(UV"V`Z]YO;]M!WC,S`@P2L[@R'S#LVW(OL4"]NK"]N[6@L MR7X5YFW%)'):\X+!2H4V.U>A)M8"@@?TA8(XQ(C*KL\B$OJ/=O<=6VC0#37T M4%>SA-DCJ074>&-BX!W@G0WO_+-A_P`+T"F0^,V8/RT?EPJP5=2Q:Q]XW[Z! M>3XC>L^V@C09/)-MYC&].--_TD5!Q6*RV*F]CN)))U[AV4$0+YL^@HB!``)OII:@,V2-(%,KK%&+EW=@JA1KJ38=E!YWD?F;BQC_E.*R?SN?, M6$"XJMD$NGB)&P%3Y=C(PO[JM7++;2&8629G.Y&/C8W&<3)AX`\N))9VB\U< M>-=D8\L&1A=1N>YN6).MZL?*,>"MI^?RTF?]7TX(N\G)T_P^>OU-[&#(#&VC MH2"/ITJ&DLKF8,[]9Q.3X^54Y/C<:6;&C8728&1=\,FMML@Z'L;6@]3\OC(=#0:4^2SVA@LL8]^0=6]`]%!7D89RHO*.BLI M3I>ZL+.I!ZJPT8?VZUI>D6C268EYF_(0\H<-XYG@?-@E2:1@]W#;B!J7.[14 MD;WC97M(;OPK;Y?"W+Z?33]#.FKU<,D*22PT!O6LWB M.&K.A=.5Q^&Y6/GX'_\`L_)%8>670JK"RQY0L2+I<)(+W`L3:D6B>3&CZ(.BRX%A_+,\[SG8-[.$CLZQNQN- MRK=A?7;?:;:]<:Z,Z,OD.:^:.2X[*P,K%Q7QLY/*VRRQQILMM`F!=7VV`W"# M>>P>*N%LTQV3[)9B"$;PP_,65@YL3_J5O-3-R+--DXS`!I`1I"I:^Z"(*JBP M;=UK./#VWY]W9^LF>X^6DFD\QAM0>ZG32I#58%N?30.0XWEKND(6YM9CK<=A M[J#-Y;)EF=,0&[2@O+I[H)Z:>A:#K$IB/$O60!+]PO<^RDLQ.DE>*\,#PM;S M8G8..W74&J_R[A6:3\5;3JOO\A]_+7-7^7DI7I]&G"8.N;8[L>BV.GHJP4"4 M4;2,%'4]^@%!"184RY8XR++X3;I<=>E!./WU]=!1R!F7*9``J-MN`+Z6^T3V MT"TF;C0SO+F8$/)PXT2*4R-Q"G>@C:URC/&%LC,NY1INL!:%CF(SS6L<-./B MLK[.*[2,UI]ZUM*QZ(YR]"`0`"2Q&A8]3Z:FJT4!0%`4!03B^*GWA[:#DGQ& M]9]M!&@RL_<>8@V@G9C2%[=@:1-OU[#052(!D%5(.@#$&XN>R@E/C0SQ&&50 M\3"S(0"".X@T',7BN-Q$\Z/&BQHH]-T:*IT[%L*"6-'&,J/.$,2Y>W9YC1I( M=F\.$)<-8NGO'OH(9&NU65I'93MW*JH7N5CVM-ITJVT;4/'\;!D! M((U$D:&-Y`7D8*?>C\V8N^W^)4V(>FVMJX(YSQ^GT[V-6O'&L:+(49F8V6VV MPMVFYUKLP0C)DR)I-3O8D$]3KUH.SX/'92WS(4FV`[=RACWV%^\T&..-X[@N M1?EYL.%^"RF5.5B*(1CNUECR$%K!;^&3Z#0>@Y'C^'CQ1E08T$12;'99415V MCSTU#`#LH-WA\B3+2^4T<0REW8*[77;N/A$[@M>Z:G:HUH*N?X[,\V-(7BBA MC9HY"N/=70'X1W32W#*;2!]2.P5I>D6C268EDYF7-QD4,6!C-(P4+.F5DH2S MJ-9@\TB,0WK/0[K'KQMD^7,5TG3T1,_8SIJ5@XW*YN0S\DPCA4A4Q(9-R!;7 M+2O`P+$MHD:2`6&Y[EE`UK-LDSSK'LGU:_:8_'9D M0D$CHL9W1--*\LB.K`:(Z@B^G6NE<$1SF;>+'4V\K!CGC*Y($LA(9Y79A*S! M2JEV\:2[0?#YZ/II[NE8G;5[.'T^KU,]1'`02261H)7L5\QY(C> M:3<6=W)C]YV)M<#32NU,<58F6[).00RK=@;;SV>JNC##^8^"R.2Q5RL1_*Y? M#)EP93T+6LT3_P!R0:&@S^*Y*'D,1944QR+=-K]JF@T8<@07=8 MUDD'N!KD7]0H$54D>')0*/O)VFH$^YN(GLR1IZX7U/X_E\U_%@MU?Z;?K:.0JK@@"] MRX>5NP1KIJ!UNQTJ>H7/,$..\KJ=Q`$:=I+:#3TT&=C(YG>4@#=:X46'2@<0 M78>N@HR@S9LK!=B@A4.VVENNO?09.2"W'L^V@C09&>'/+NJ_[ MD">R]I6TO0]M+%M[V.YK$6H-C"YKDI<*&Z0)FY&$>1CL)&C2)50[6N02V MY^SLH$,3FN4RH\#&PDB\R7!EY!FR2RCSVR2LB;8^RY(4]VM!>OS+G9D2MQV` MTV1'C09;P2%5%IPW@WLR6L$/BL10*'C\N+$C[+8T&IF\ORS965QDA@1@\9Q=L;@RP-[S$%[^%E8:'N[Z#4@@4A"1[NH'IH M+1"0SL=%)O;N%!3EM"L$RQWVB)BS>DJ:2*N%61>`9[7O!)*"20&\S)R)-U[C MWU*MZ1;T5%VLS/5/I_1#:SG'*PC#$@DDDD7M^VI34QG33&.R>$:;SI/$#^),L[&CL-MA[ MU^_0T&#A-,F,?DW,=RN2T7Z1EVN7QUD#RQ.QN-T**1KU6@^@,+MNZ6Z#N'=0 M;/%S+EX[0995O+'C!\1L=%:-=%5A?Q'5FH$IL01SF*%V<#J74QD'U&@JCM(" M%;>Q4E>[T&YH/+_-O%1\LF!A0R^5D1SR2XV6EP8\B.%VC93W`]>^@2X+.DS, M=XLA#%R.(_D\A!VI*!J1WJPU4T'?F'!FREQ?T]A'S&&_YGCYNQ)5TV/_`'9! MX6%`[#SR0&:-AUNMB/50>IQX6R9#&LBQ01JTC2 M6O9$6YL!JQTT`H+9L;',?F8KR-C(0)GE0(USK]DL+:4'A.?QFXKD&^8<=3^2 MRBL?,1`>Z!HF2!_=Z/Z*#5QIX(HQ.5\^]BFT74@Z@Z$7'JH,KD,F(H\"1@%R M`S*H(5;WL+=]A0,XT?EPJMK&VM!:-*!;-QY,D;@VV2/6$]Q7I47=X)R5X<+1 MQCQ6?E6^C;Y?>C7'>.FT>B?N<.9)FX:1#P!'!R(^A+J.WMM6=KN/FUUY6CG' MI8\T\OG;9-(XX[<:SWU=<.;=38'MU+$]]25:O1++H*"R-PDBL1>VMJ"F=I), MR,R!($V#4`MH/>':$9P\4:Y`8QN%U*$J05W=-VMNZ@P\3FH,_EIR8GQ\O#Q M$7-PI01+#(9'-C_$--&&AH'8$*0Q7^V"2?8/VT#,:@HREMGF*5#ABA`(U(8: MCZ*#$7C,9,1<*.-DP&A,$<>]V(CO[JLY+*+-WZ4$^5XS$Q_EN:.-"@Q8&CQ' MWMYB+MVE5:^XC;H03TH*^1XCS?F#"DB2./CL7`..5B=DQ"BQ4!+6W4# MO]TW%!2W$\1(F7C)C.8,V4RY*RNYNP M(L_7PMX5MMM;2@N3`1^11WA1/R<1BQF4EF*2$,2Q;[@T_;0:D2J.HT%`MFY` MDE,0%E%B>S]E`AR^6L''3S=51-QZ=%\3#Q:>ZIZUK>>$LP:BB.'Q+XKLH\B* M/'+6)+28\$<;^]:P9U;_`(JY;?7HUGMU+MQ:VOJKNP:7J-+T%?( M)(8XC(ZDM<=I.@H+,")6D4GH.I[+"@JYF83YF+!'81P)O>P(N[]FO<+4 M&9R/&'EIWBCD,,N"JMB9"]8\MK.KC[J@`^AB*#T7R[SS-8.3PSY/)X MX-]DH[5O]B0>)3W&@W,>62*9)8SM=#=3^R@UY(FR,8K0RH9874[BR@`@B MW>6%!YOSEX/EVY"0$<+RY$',H=1%(_@3)]1OLD^@T'N>(RYOTR%E(_,0QF%Y M+]'B)C8^F^V]!OMAX>?@"2*5$R&0,D18(V_4.C;G\;-V%4M08IA1XFCD0-$Z ME65A=64Z$>F@\CA/+\OG;0[-Z-=!]%`EGJN-.N5'< M>+9D"VC+T#>L&J[,L>%O!Z'RW)_58;;6_&=)MCGNF.<>LTB@D6U]-6+ MSTPNRG2&*)1[\A/905`T(AG9DHS-D>,&8(UI)E!V`&P.M5F?/6=><] MD0]+LO+_`.DGY^XTCIC6M)GWIGLX)?S M9K9;S>TZVM.LO00,&@C92"K*I!'0@BMG).@*`H"@*"<7Q4^\/;0OM^I1UH-08P+*PU+`+>QZZG4 M^@4$B8(L6;(0=+=PH%BK,[,[>&UB3TL*!,O'R&4^*\9.!!N_,;B`)F6P\@$$LNK#SSH43 MP"SOI$R7F\]-?IZ?N[VT<&TTBEF@8F8NQDE/0NTAW,3ZV-ZDTK%8B(Y0UDFD MC&9PP`V$H%``U4V[*V#D(7>-VH[0*!?D\U&`@59$!<&S'PZ>@$WH+\1=F$[N M0.PF]NR^GU4"*LLDARF41QHA9S87`47))^B@9XH1X^(9)"?/EO-,;='E&[:/ MN@A?HH,OD&S<'.'S'A*7DQT\K.Q0=0XL#4F673_D'H-53#&^UQYCV]TBZ>D>F@^=S8 MC<-S:\?9,9,F`_F^-D8^*;"E:VO;NB<$-0>TX^7&@R;RH&C)*LS*'* MV^V%/A)]=!I\G'-+C)DW#Q@[;>8LC(.@N([(@8_9`ZT'G/F'A<;EN+;&>0Q3 M1?[1C3KH8I8]4Q,A4A0.MR*!'(;SYFA=2JNA!![KD"M M,F.+UFL\I=MMGMAR5R5^*LZN<=,POBS"TT(MB+5=FF MV:\XXX4CXI_0]%LXQ[/!7=;2KR6`P9T4_P"BV@Y)\1O6?;0,<<+Y!/\G4=FE!M0;2Y#&RVUT!/4=+@T&+R2G\IGO(P:5X9A8'0!`5` M'H%!M9&08MD<.X/MVES;3>1<^C0:4"F9#O$:NQ,8LJH/='I/IH+XP``.Z@9C M2XT)![+:F@S4("N?,4(M_&Q\*@4$!+Q>9-D8D\V4C0PF6%L-@A\U@RQB9B"R MAMP*`68^\NBWKE:\3[K.A]08L&T<<:10J%6-%VQQH-`D:@^%1?IU)U))UK;' MCBL:03*K%=HV,[B[VN`O_'>MV"V-#)YSR.;W)-R2=2;T&A"I+BU`OFA/SWY< M+88ZC<3UN1=B3[*`DF)Q&"#78;'NO05F!GAQ\)+*^7(%:^MH8[/(3Z+67_"H M)MFK++*[$;'=MA%S<`VT`';V4$1_,DW`[386L.@!]M!1Q,W_`..P1S6NO4@!`4S&WAE7>I_XJ#TG"?-O!F5!`THM+!)*BO%(ILZ$$]0:#=Q^9P\Y3`>6Q5Q\12RB3(141+@$V![S0 M6\]F\/A<:DL6="HR8P%W.J>8&)&^+>=S)IJ;"QH/"\^W'XOE.^5BH$S M\9)8R9\7=N(&NKQ]5^J@87Y@XG('YB',QS!)K&XD0`@].IH(ORG$[@_YS'8K MHH,J'7J.IH.8_-<:MM^8A;M-S[;4')>2X=9YY3F!RL2O"+FQ9FMMM;V4"V3R M6#*JSXT^[+BU01JS$CM#6'2H.]Q3I\ROQT^FB\\EW<1?^GR<<.7A/HGLF/68 M'+8EV\O?)D%1MAV.+FVEB0`1ZJSDWM8I$UXVM'"&NV\ER7RVB_N8L=M+7GE& MGZ5>'FXT=WR'E:25P\Q7'G`6PM8>"MMK@M36UYUM;FY^:[['FZ:8HZ<6.-(U MYSZ5\?,XL@9B)E9V)MY$Y(!/3W*EJDOE9_\`LV0/RV5;RWU\ANFPT'H.,M^F MX=NGD1?Y`H&*`H"@*`H)Q?%3[P]M!R3XC>L^V@:XP#S)#VA1^TT"ZY!7G<\! M;D)!%WZ!"X/_`#IH'FE68I$UE#`))8]@_MUH,GE^)P.4Q'PUIOTPVCDV,7$\N)((U6.&,DI'&@CB4M[S[5'O-]I MC=CWUVKCBO'M8F1F2QR1KBPJ74D%Y=0IMZ#6["21FVT#LH+L?&:5PJC0FU^R M@L9\:*80!BTNI95!)`'3Z^M!EQJ,G(GR4OY$C_RM+$A1:YH'L;$>1PBJ;&@5 MGF1N;RDC(*X2##0C^(VDE-^^Y4?10%R#JBC78PE!CF-@,G';PID`7. MO8X[&H/21RI#&6-]RZ@KUN-;T#:-^JOBOM175@ULW&7F,.&.*.?*G@7S&G<; M@&L"RLS:*NGA`O09*P1EMOEK?M&T4'B^3P/T+F5Q40?H_(2EL70`09+B[1]/ MS6'H&E!8A:^AZ4"_-RR),L0#!W0;+MXCN.KFY/J6 MW04$)I/R^';WC;:BG7H M"@*`H"@G%\5/O#VT')/B-ZS[:!SC.DI]*_VT"\.X\QR2J@),D&I-C;R%H+LB M8[B]K*+7L;:6[+4"K(!*C6-C[O;Z>V@GG8.)R&#+A9T(EQIUVRPN+@CL]1[0 M:#QN1CY'RWDM%RLK97R].$CQN1E7>8/L^5E6%MG\,A'WN^@8Y7#XL28'D8F. M\LDZC=Y:A0@C+:&$13/94>(O&+BQ8G85&GIH,W$X.%X[L'1'ON_FR[F!ZZ[M M`:!^/A.-50JQ,`-`!++_`)]!:.)P(['RGU%_BS?Y]`C@0'`Y"7&8,84]VG90:Z*3<#2^EZ`9TC`"M=R=H`UZ=:""0DR23L+$GP@]W M2@4Y7C@H?',#>7(/'TVCITN-?2*"I)4,C&_AC[NNE!XG+Q3P?,^:BA.%Y>1B M%L`,?+8W`]"R_P"50-DB@K^0.8R!$>"Y%R MI`O;I05Y%-BYMV@=+$C1E(]UE/8P.H-!Y3 MC9 MBOA'&T_H2GE.7R+R@D0Q_P`J);Z630GZ:G*-9R#118`+R,FYA95ZM;L%!3BJ MQC#,+,VI'KH+REC03X"_Z'@7_P!1'_DB@?H"@*`H"@G%\5/O#VT')/B-ZS[: M!_C!_*<][?V"@0Q'\OD^2?M\\ZGLM#&%M]=`U((Q&Z`[U4#3&Y;B,GY< MF@R"9)_D_'E\Z>%07GP@@;:00-TD`O[O5?4*!V;E,=H4SQ(AQ_+,R,&_EB,C M=N+:BP0%F/<*Q:VD:A6#'R1C=1& MTMD]$?3E]\^QMR-9D2QG$C"JB&15"(H1447*K&B^%$!Z*HM7#=4BO16.4WC5 M=^3?#GM'Q5Q3H7* MSYU,A-E*EC:RC3HHH-)5N;4#,<)VG34W`^CJ:"M)%DVR=$VD*/2-:!'.=)L[ M#QX[!HR^0[#^%`8K`^EI*!V,@7)!:VNWO/=05SY$&,&8L#DV\"*.EQWT$X8P MT4>ZX%A?Z.V@E+(/(D:,,J$;(RP]YCU)&MAZZ#!?(/R[RK\LAW<=D$)S<2$6 M0C1,I5_N>Z]NHU[*#V$Q3\[QD][P[YB&'0@XSD6]8H-7@\F%94BRM86T#V), M9/:-I#$&WB6^M`VQZ$'L(Z@T'G."R)Y(M)G%C8>&1/"?38]E![W@N8Q M.8XF+DX+H'!#0N/%'*NDD;@]"AT-`UL19/+758P`#Z2+GVT$Y=[8TD:=MBWJ M!H,3YBX6?*A@S\!1^J\>3)C@])4/Q(6]#C]M`A%R,7(8^+E0[BKJ=Q<[62QL M8V'\:M>X%`RR".9U"[4:SKW>(:CZQ05<:S_G,T*+L70+?H/#UUJ#MI_BY/&% MYYG6(VNWT_+;[1BQF)A&S;G#,&'<;]#4Y1H9I,^6H)O'&H(7LN?_`$4#D$9( MT&@M07,Z+(L94[C<,!K:]K7-!7P>W](QE4W"*4'HV.5M]%K4#U`4!0%`4$XO MBI]X>V@Y)\1O6?;0:/'"V-?O8G^R@Q\')Q6S<_'\T'(7+D(B;0V8EK@=MJCX M]S2UIKRM"PW'EN7'BKETZJ7C76..GHGTM,1-)953PW`"CJ3T'TDU(5YF+"SI M&93COO!#.H!N!:R#]E!)<+,,+%HG3P@O86-F]VU^_P!%!FQQ2Q.$=&1@+D,+ M>KK0*_,>5!C\-EI(UY8:C6M.2W3'+Z?2/:VY-O!S\'/Q(\ MGCY3-CR7*S=K&YW;KZ@[K[KZWZU)B(B-(:HY@9LK$4F[[]_T*-34'=\^4^[@W%YY?+Z?7:>!VIZB%!U%+,%'4Z4%?,3&5\?!A.R*-=[][$FW3N MTH.Q1A%"@>N@:AC`-V\([S04(U_,`92"I'H-!GYTJSY0QX@1!!K8Z^(B_P"R]J#L>(EBK(&C MD4HR$7!!T(MZ:!+C)LSAN3X_Y=R%+8'F3R<-E-J%0P.&Q&-O?C8^#75?50>S MC!"B_6W90;'&"#,QCA2C8(T)78JWL#M!>S^5BNP4%B-">RYMTH%3EQ0J#(]F[NWZA08&/Q>#^MY/(1@Q M1Y)W21:;`1U=5`T9AU[Z"/(Y:O+##&Q)$GF-W;;:=G8*"7##=DYDGNGS+=;> MZO?K4':<;Y)_:T]B\\W]W#MZ]GRNKVRA*Y_/R[;[;[B3>^\^]UJD4"RV56>23;(7!776Y/77ZZ"?RP;\'CF^ZYD- M^^\C4&I0%`4!0%!.+XJ?>'MH.2?$;UGVT&G@"V+'Z;GZS0>9:3A,K%<9`1LD M9>2TDB-:12)G7JIW#H.M1\^VQY/BCC]:?LO,\^V_EV]V><")]^W=J+Z7KCMXO2TUF>JG9/=Z)2M]FV^?'&2L1CS?B MK$3I;]J.R/!ZQ55)8EK6':>VIG7&FNJGT9 M1_*@Y%_*0"'1491,R71`SLTBJRGHI+6KA;<1QTYQ]/I# M,59?*97.QQ[5R/*PL=0,5ORSG(E9R3XHR((MSL0`/-]:Z&Z;9.6GT^O[#@RQ MPO.93-QD\_GI"L5Q^Y>.B?;'M:9/([9*_,VUHS4]EH\8DORWRYE8L[[*.KR_/$<^JD^K5K5/4(H&L3'<@RV\*Z7H,[DGD_5( MH]2Q12WH6YL/VT#^)&K2KNZ4$LK/QOBL"T4=P%Z;G/AU:]M!09#AU`Q)E8>.0LL@7^Z-3]0J/EW6/'\4K#:>5;G<1KCI,QW\H]LD^0S4 MRN2XO\LRO'$N0S*1[NB#=TONUL/1>M\.>F2-:SJY;O8YMM;IRUZ9^G:TX78. M9&[!H.ST5U1%>-&(T.E@23IZ30/0PO,8T&T!V`!8V4=;LQ.EAUH+)OEUTS': M&1?RS`,'(MMW$#Q;`1=C?:`:!M>'6(HZY".RQAB6#(B%MS>(L/X$OZ*#QOS5 M@-G9'&8+3>7(C^=%E1;@4F\@R1NNX`^$GIVT&_\`*_.2]KBW;<=M!$\_P`2N*]-/S6X1]9.#E>-RLF1,7 M)CE&[^6!X21]TV-ZVQ[K'>=(F-7+<>5[G#'5>DQ7O[&\O&XLO"3#)#(,B.0- M*@NZHPVW0E@NX6)L1K4A`>37Y6P^/RESHY9(<7/59,C'\`1&$882:;F5C<(R MCMN>R@=Y;Y:XKE8QCR%YX9X3#.J&,,R;O"C7^V`ZG=T`UH,K@\O+X^/+XG-$ MD_Z9.^-AYSE;Y,":1R-M.C@>%O30-3YN5.FT-Y:'J%ZFW36@117M=NG8>_TT M#&.6#$J0+*3N/06'4T&;B0*[":^Z_0]+^F@8XEHT_/.YLJS$WOM'0=M0-E\6 M3]^5[YU\&W_^&OVR6D,GA=E<"28AV)`#,-?O=M3U$=%!9'`%3=[JF[7[2:"A MT5F`:VI`UUH)?++7XK8/L^ MV@U<5?\`98U!(NO4=1>@\CQ?RMB2XIES8H2.-?(R#-'C/#("XB"CSF7 M+(M8#_DU)OZ3Z*R$I\D1?,4+@[!+`RSDFRA%-U:_ MKJMRWBFYK/?7B])M,-LWEMZZ?#DB:Z<9UGG!:++>;-S8\>/\_E9+E+2%?(3' MB8B/H.GB)K;-NHO/1CB+S/L:;/RNV&/GY[3AK6>'YYGT&,/BN:P(KXV1')K= ML1@1'_@L=17+%M<^*/=M$_L]GJ2=WYKLMW;3+2U?VXTZO7'(CRO#YLPEY;&C MQ<;GU98SB`L[Y$:E?YA`VBRJY&Z]_JKKDB\]-[1[U9Y1VH^WM@K\S%CM,X\D M1'7:-.F?3XK(,A92Z%3'/&;2PM[RFI.#/&2)[)CG"KW^PMM[1K,6K:-:VCE) MN"/<22-`+UW07G'';VSX/21@P;"D6S5^9GM&L4_#7NZN_P3S9\3BR<3C$CGYAMA?>&D$*2' MWY2"MKK_M5F\\UW&YX7M[OY8X1[%<7%SM*T[9;-ER&_ MF;$4"_4;5`T]=<\NTUMUTGHM]OC#OM?-YIC^5EI&7%W3SC]V>QV3-RHW\C*B M;S!H#&+A_2*XUWEZ>[DK,V]':EY/)\6;3)M\E(QSSB\Z37T2DN3DL`(L1R`; MC>0E;_U>2WPXY]?!S_M.VI_-W%(_=B;'\W*_*X&+?).[+`&9%&K(D1LK>7(2 M3OU;KZ/IKMEW$8XCK[?9"%MO+K;FUHPS'N\HF?>MX&/UWE3.`F;(Z*-K$.2& MMT'J[JDJV8)9\.#,>GZWH>%3&XE@<2+RX[@R(I(:2QT#-U.OIJ5BP4QQI6-%5N]]FW$Z MY+3;[/9R6?,/`X.7''R$N/&\3%FR&QF6.0D`M>-[*JDFW30=]ZQDVN._.'3; M>9[C#/NWG3NGC'LG@\WR'*8?)82\;BIO.33?;2^WRS2^FO">'+CQX-1\+'RL:?'R(ED@R`PEB(\)0]E=D-Y7CEFX MS.?@\UB[1`R<=D/J9L8=A/\`''?::#455+D`67J?IH(M/&%`#`DZ6&NMZ"O> M9)`&=5)MH2!8WK6;UB=)EUKAO:-8K,QX&6:*-0";J6",;Z>(:VU[`:V>?6BV2FDZ M_P`.OV+.]N)\6G8+6]-3E&M4W`-`QFY$BXJM&0EK(#X=1K< M#MH$2)202MPNMP!8:6U-^TT%WRY_X>_?^9R;_C/0:E`4!0%`4$XOBI]X>V@Y M+[[^L^V@V,<6CB%NQ=/HH,/C]C<#A+8>8Y,CB]BQ))9F)])N:!#D9AF)^D8B M>9D3$>9(0=D0ONN2.VJS>Y/F?P:\;3S]#TWDNW_I_P#O,L]..L3TQVWGEI$& ML>1D^9,M,J62:6#'A&,WBV1Q2(`Z%1IYC/%N/H(JQK&D1#SF2W5:9CAK,N\W MR@@Q2ZL$8#;CJ]B6>]MUNX7O7/-N*8XUM.B3L]AFW-M,=>K[(]97!7D)L5(> M,3\KC1BSY>2+.Q.I94[2=2;U$^?ER_RXZ:]]OT0MHV6TVD_]Q;YE_P`E.7^J MWW*<#C(9^9RDS&_/""-+/+_$VNBCH*CX=M%L]HO/7TQ'-8;WS.V/98[8(^3U MVMPCNCT]L^DYC3_I6>^)/&D6+FRLV%EH+*&?_P"GDO[IO[G8W3K5M3'6OPQ$ M/)Y=QDR?':;>,ZM>Y+&XVC[([?76[BS)_'\QXJGI%CR.OK8[34&_'8.3XJ5_(SHE\R:"VT,%T)C+=5 M!ZCJ.VI&WW%8>7WVUXBW&L\:VCE:/08=HWWM.VY]NM`CR,JI))$+R2NJHBKJ2^W7Z! M>HF\SQ2ND?';E"W\HV$YLD7MPQ4F)M,\M.[QE;E3+QF!A0E&DF?^4(HRJL6] M][LY"C0&NFVQ?+QQ7N1O,MU_4;B^3LM/#P[%&-B9!G;-S9-^7,JHRZ;45;E4 M2P%]N[J=37=!:$>C+05[3^8E8]K&@9@BWL+].T^B@3YN<2LT:R!C,NV."WN( M"+LQ[S;2M,F.+UFL\I=MMN+8W7BO/.(TFOJ61X$TDK9>85)7W8P/""Q':>IK--K>]XOETG M3E'9#3/YGBQ89P[6+5ZI]Z\SQG[EN5KR''6`"AY`!TU\A[FK!Y^3G(92PPK& M`?,=];$:*!U-C08G%YW_`./\H%D.S@>5D[2`N+F2'U^&.?\`8WKH/=C>5*KI M]%`QC\K^7ADQ9(O/"A1$I>P6VMGM?;X,G#+@II^Q[LLK$Y?D)L7\PZJ MQ5VBR<7;MEA>)O$I`T/6]:VON,?O3I>OHYM\>+R_' MQ'\+KYLCW#2N26N>T5O'EV/2=?>M/;+C;_(=QU1T:4I7\-8T@MBM(!^4F-IX M[;3_`!(--+UC:99K/RK_`!1R],-O-]K7+']7A_EW^*/R6]+03'CRI(X97,>* MI>:=P0-$C.NN@TOUJ=>W3$SW*/%CF]XK';.CT4^#E\@^-D9$RG,*L99'L$"` MJMU,:[2%OJ>[T5KBF9K$SS;;BM*WF*3K6'F.<1F-]C(R:$7+$BP'?X>O=71Q M3A;=�-RQF3!90+FX-_^!H$WBF`,>P.JCS?#9"-@TN3X;:T'?EARV!,#:ZY M4XN#<'@*`H"@*"<7Q4^\/;0)"+GH)#<#7N!H,[%Y*+C^9SL94.3-+)!MQXR+EV`W[FZ*%4W-ZK\ M,]&>]9_%I,/0;RDY=AAO7C\O6MM.SCK&K.7D^4EGSY&WX^7DNQ;%Q5\UXU3^ M7%&TA&T>$=54ZGK6<^_K76M8FUH[N]KL?(8C8-PU.NI-S4U2LSB(UCYODL4>`/LG0'M!'B;=W7[*KMM[N?)7OTEZ+S M+7)L<&3\NM)]'H:,^-A9T$V+-MF@D4K*C=+?O'95B\ZS<&?/P\N+CN0/GI,= MF#R`%M^T$B*;^&7:+@C1O0=*"?)A<+F,/,D-X9%.-(1U7<;JWUU`W$_+RUO/ M*?=7_E]?G[3+@CXZ_P`2/3ISAJ(&86U4-U%3U`POF#Y5Q>6F697,&7$=T;:S-NND]-OJGQ7&S\SK7%\G-7YF+76./&O[OW,7+SL_$Y+&X MG)C2#*DB)QG<,(Y]OOE&'A+=I7K7.+[J>RD)%L7E=>/7EMKW1'#T3KV^!^+$ MYAHV?SX0%!9O`>@%ZS%-S^:OL:SF\M_Z>3VJ6P>1=(V;)0@G<%"Z#?VCTT^5 MN/SQ[&9W?EW_`$;HQC\?^563*8F7*.@E(Z$G[(KK@VO3;KM/5?O^ MY%WOFDY:1BQUC'AC\,=O[T]I;GE=,;&R4-VQIE=V8FPB?P2?3XMU_14I5)QE MI,@L-5`LS$6UOV:4#T43>_;0>V@I.T9+(I8DW)O;0^BU`V9ORT<$:NJ29.\/ M(UK1J!U-Z#&61T,->E`Q\K#[!H!VUPG-\RE(ZHUM/'1.KLHV^;-;Y M=IBE)FNNG"9TTGNG35JY?-9*XT2N=Z*Q$C%CO920?+7KIN%SI5F\SJPL^3(, M^2%"LK#:J@WM8CW?I&M`U@1.L2(UBYZ]U`YE/&F/;<7)LL488JI:_B?Z!VT& M;R.5.'4(42!455C)W&VNI!U-VU%!9\JM?$S+]1F2]ENH7LH-J@*`H"@*"<7Q M4^\/;0#`F8@=KV_;0;$OPW^ZWLH/#XO(10'NXX^*T\H4+3( M0#=X787WR%O$?M?LJ+.XF]HI>FG5Z5K7R^N#'?-AS]?R^R(YSZ>/+VO0C@^$ M,:01XT+R;+K?Q-Z=Q'B-3L6&N.-*QI"AW6\R[B_7DG64.*=3\N8`4F0(BJ5O MN(9258?01;7H*ZHQHB1YM%LB=7.@T]/;09?)J4Y/C\E#\=SBR)V&-O%5?N8Z M6VC+M,^*T<*5^9'C'!KHJI[H`'=T%6#SY?+P5S<ZR%>A6@P,U\N22+A>AS>H;<>K$7OUL*!'G>+X[EH MAC9J;XR08B"5D1Q[KQN-49>PB@\Q+EO2@T=S^>J@79?%])TZ>@4$I_,\H(2;=2M!FSR/R.5+@:QX^(4.2EC>5I M$+*M[^XNGK/HH'$R,*$A)9XHR;60L-VO]T:GZ!00S>=0-MQ8)Y%6PW>2P4`: M$W?RQ[W904\?D--RRQR../C)VFQ;(T&E[Z1T"<^=RT\ MUAAJ%C-RHG%]>\[.E!7*>6DE@D7"CM$7+#\P+D/&R:>#^]03G?DECA0X,?2S M`9"W-]?]7Z*!C`FY,2R7P(W,;-I^9`%STUV'I08G)_K.=)'E8F.F/R>%)YN% MDM/X5;W65O!=HY%T84'I8>5O-W!5&L=_4`T#L7,12[76,LK#<&#*1M["#033EXGG)$3;=%%R M-0*#B9D$D,B20[XR2LH-K.&Z`>CQ4'G^+XTT;>AMZ:E;C;QDKIRGL\57Y?YA;;Y>OXH MGA:.^)YPGA9#RHRRQALN$;=AM:Y]UA6FUSS:)K?XZ\_O=_-=E3%:,F+CAR<: MS]M?&%60^1(\"M&HV[]Q4=`Q'74]U2U2G/O818\3;7R'$>^]B%^T?H%0]Y:= M(I7G>=/O6_D^.G7;+>-:XJ]7HU_#'M+Y#9F.PBR0TL$5]DHL6`:WO_0*XQER M8.%XFU/S=OK3K[7;;[2V&:XLT\\<\IG]F?T.+%C3@-&P<`6Z]+U.Q9J7C6LZ MJ/<[/+@MTY*S63WRU$L<.V@HY##QL MV&?%RD\R"6ZR(21<7[QJ*!'B>8R^)G3A.9E,V//>/B>5D^V;>''R&Z"4?9;[ M7KH*^'(_-3)(H6?'P8("CCQ*Z`!^H\-CH:KZ<=U;7\L/0YYFOEF.(GA.2VOW M&9\>*;F./CG19HVQY2RNH9=+6T:XTK.7_P`FG[MG/:__`%N;_P"2C0/"<.>N M#!:UKK&JG_&4`U/41:3Y?X9<5@N#$@#K8("-#[Q.O::!3.@X7$DPUQ!%CY0G MQQ9'M(5>9586W7(9;WTH&^625LG`V1/)Y,_FR+&C.5C"ZL0H)"K?4U"WE9FU M)CLMK*Z\HR5BF>LS$3?%TQZ9UY`USK>M9WLWG M3%7J]/*'6ODM<5>K=7C'$\HCWK3[.&C./(\LVS(S6DQL%F\I)L3R]MPQ&YMZ MR$J>PBM?ZK+CT^;6.F>V.SQ;_P!KVVXUC:WGKK'PW_%I^64X^/;(YR=GS,@_ MD%58I@8P^Z13N4^#818_PUG'[VYM/Y8T]K7<3\KR['3MRWFT^$<&G'@99!/Z MCE`CH3Y!'U>55@\^FN!GV+GE&'_(0_YM!2V-G;TD_4G.VYOY,';V^[0+\I@+ MF8C8W)=#`J6.NA(&O:+:T'BYLKD.`E:/\_E@;/`8JE.Q\7&:\$"1'K=%"V':=!09N,GYF[R7;4VW=N MMR3WZT&O&FV,(NC.0JFUQ]5!D.%RN3DE+%D@/EIK>Y70M])H'T&M`Q_+46D4 M'M"D[1?IVZ=M!ESY'\Y(87&T=5%[%EZL2>M`Y$IVB^IH+)I8X<9W=2P!6RKH M22;#]E!3#.R,PT\Q[,VS15+=@H%X82A*FX8$@C72Q]-`W";-^P4$]`Y&ZW>" M-&7TB@<>)VCF19"#;?*X!+:G0#V4"#*RI$F\#[10ZM8]+T!F9!AQG=>O?].@ M^FN&YS?+QS9.\MV<[C/7'V3/'P[4N/Q_)@1&]_J_K;4UIL\/R\<1//G/BZ^< M;R-QN+6K\$<*^$<',T%L]65-BB]V_BN!8?14I6";'R5F3*Q0&E4;'C.F]?WB MH.XPWB\9,?Q_P#,XM6<&/'&+'KQCMG3ODWF!=9CV<%KM_/-WBKTUO MK'IB+?:;X$;&SX%)\J*=1&IUL&B1C^TUWQ8JXZ]->2#NMUDSWF^2=;3ZOL:M M=$<4!0%`4$XOBI]X>V@Y)\1O6?;0+YN%BYV))B9<8FQYAMDC;M]([B.H(Z4& M-CY&;QV2G&2!RK6:,CM:XLW:!ZQ6N2OXHCWHC@Z8,G&*6F8Q MS:.K3[5W$9ZYV$N1[LB^&=/X'&A!%<]KG^;2)[>WQ2/--C.VS33G7G6>^O8E MSV5%A\9--,P5!&7)M:VRYM?O:U2%>5X/C8,7C\;S$5LEE$L\S*N]I9/&[7`' MVFH'-S#,,B.T3NI]PD$I<75K=AVC2@6Y8F+BYUA.QY`L*!=/B.L=EMVV;2C, MS,K\W#AR,(8:Q[8`I3:.Q`+*!W6M7/+CB]9K/*7;;;B^')&2GQ5ED_+<9AEY M#'=O,DCE6\I-RPVZ7]50/+Z=%KUGC,3'%?\`^0Y8S8\&6L=-;4GW>R)UX^UO MF,!;>J_TU9O,JVN8R!05QQBVNM`G+#$>:QS(BD)CR_ERX!!E9TN!?M"K>@;E M@C?',$JB5)05E5A<,IT((/90>+S>,E^6Y9)H3+F?+B6>:!?YT^`--5!.YH#; MIU7LTH-C/SHYVQY(?YF-)&&@9"-I0C1M#K>@G!"95*$V6Q+GT"@AB(I=MI\( MZ'IZJ"_D\KR..,2L(I)3X7.A4`BYTUH/$<1S69&7,DI<'DVP_'"4B\OS-NXS M#PA['0$ZG3MH'N/^;%QL*23D8Y9Y8AFSF2)4`,.)E&%A;2AXV4-L4(98Q)=;D7&TWOWT&2?FACCY29\DCOA MG.=9(U6QBQ,AHMRH#8LBE>M!K)\Q84/("&7'F9TGQ\=F`3:7R4+PGWKV.TCI M<&@5Q?FKCGQ9N@M#I%BAC[[$!![?V4"6:T"R[$&CAGF(.EC?0=_IK3)ITSKRT M=MO-OF5Z/BZHT\=>#G%;OR<5[GKMO_#?2HWE^OR:Z_2.Q9_Y!T_UE^GARU_> MT][ZSG)QS-AI(IL$9=S"P`N?XCX14Q3$"9GF#&8E+`*?"-P70=BFQMUH&>"; M_:N24^]YL;_0T*@?M4T&O0%`4!0%!.+XJ?>'MH.2?$;UGVT$:"G-PL3.Q)<3 M+C$V/,-LD;=O<1W$=01TH,O"S.W0_P!UNVJW=4^3:,U8_>^]Z7RO+_68IVF2 M>.FN.>Z8[/"3G*_EN3QY(2A,7&PN"+BXDTMKNL1ZJL8G6-7F[5F)F)YPG MPN1/E<3B3S_&DB7S;7L7'A8B_>1>LL'&CLZL3K;:%_;>@KR\:#)A,,VX(2K` MQL5<-&P=2K#^\HH%$CFAY+&@_,3R8^0DJM%,4?5%#*0VT/U[VH$X'CQ?F`;; M!,V,K8&_\R,]OK%5\_P]SZ+Q]J@>BWQQ)$6+1*S.B``6+EM^YNK`[NA_L%!X;D^#RN M%R)^1X2)\GCVW-F\,AU4@DF7$#=#_%'T/9K0:/%YF-GX,>9AR"7'E6\;C2[= M+$$:$'J#TH+8]\;2K"I+JQ5W8W`L!_;05S&=\I"\H2..,B5Q8;5+@6'I^F@P M\'@\02YF-Y\T^,^0J@[R&#AP2>+.5F<`) M/$BQ*Z`+[JH`+'K08J?*&#-"\;S9*I(N3'HZ[F3,<23;B4ZLP[.E!J9WR_B- M"^07F$ZOC2%PP!:7%NL3D!>H#F_8>Z@SQ\F\?-C0X8ER!"F.<:4[UN4:8Y'\ M'4/^S2@WE(VNQN%:X4'K8]]N^@LB7H!00ND3S>8QWW(51J==?H%`1O<7&EJ" M.?/*N*2TI2!.HO87(MH!U-<\N6N.O5;DD;7:Y,^2,>.-;2R(,+/QT22%1`N0 M"S1WT(O8.5^SJ>SKVWJ#&;<9(UK6*Q/+7GXKR=GY?@MIDR6O:OQ16/=G]F#. M%D8\:G#>-X\H#W)+?S')`+J1HP%^SZ14O;8(Q5TCUSWRJO,=_;=9>N>$ MDCHOBD(B3OUTJ'O[3&*8CG;A[5QY#BBVZK:WPX];S_I:,,8CB6,=$`'U5)QT MBM8K'8K=QFG+DM>>=IF5F<1^1C5=N_?N-Q83N%M M2;Z:]VM`WP@MR7)>K'_R#0;-`4!0%`4$XOBI]X>V@Y)\1O6?;01H"@IS<+$S ML27$RXQ-CS#;)&WM![".H(Z4&/$[P2Q\)S[+ M-6F2D6K-9[7;;YIQ9*WK.DUF);_"POCQ)@Y2VRL5?$#J&6_A=#VK[.E:;?'- M,<5F=9AW\QW-<^>^2L=-;3KHHP,.'C>;DPL:248LF-^:&/+*T@5VF8,8PY)5 M;6T&E=D)MR`",G;>5FL+=@-`NQM==-PU%O104/X^:X\#K'%D2^O2-+:??O09 M6,H/S*P9;&/'NH8ZW9NJ_1UJNY[KCV4^FCT7P^5.GHCM_0]%&@=536Y M86`%R3ZJL7G7&*"[$%%!*C<+$E>HU[:"*D*=P!)?0T'75UD=I5*V`;:;Z*;; M>O>-:!?*A7(2]_+>,[\>1>J.`0&UZ];$=HH(XV3),K0S#R\N,`31]GWD[T;L M^HZT%K)9Q;0:4'G>8^7,C%S&YG@%`R7-\_C"0L.4+WWK<[4F'8W1NAH%.(Y2 M/D./GR8=T1\QQ)CRJ%DBD4W\N1?LL/\`T4%'*2S^7'ZOCM-'^9XY)78I&Q5XUC+8[^]UO M?KI<'2@..Y_/&%&2%FEQX<,SK8[YOS5E+1Z_9OZ;GNH+\3YFFRI_R,L<15AF M(K1;NN#DK`O4G1PP-!5!C1PF@4^9>7<\ M5R/%*T?Y-,#.DB:,L"KX16,)O8W9O'XM-"+:T!A7 M&7PHVW-N9%M<:#<-30-X_*K,K[6LGB6W9ZJ#U M,3&**250-R(2&;4`]`;=NM!FKO(5P=S,0QN=>M!;YB00&25K!1XC^ZN> M7+7'6;6Y)&UVN3/DC'CC6TJL3%?+8Y>2I(76RB_4CO-0<&&7CUWY&_)Q]RI$\=O/#NP5%(TW7)L&&O?WT"LG(HTS+C\? MD!4\(4JJ@V.I)=@-306Y>;.V(TK#:%Z,3:2Y/=0*0Y,\N6LHPY9 M%A`_E!HKJ[=INX'3NJ!6/F9YF>6/[9[5]>T[?8UK'Q9YUF?V8Y0=?.RPQMQL MX0G0EX;G_G*GJ%R3*Y%XRIP;*>MYT!MZ;`T"LAY*41JN&D81KAFF%M/NH3^R M@?X1LG]4S1.B1EH<=ML;EP?%*MR65-;`4&U0%`4!0%!.+XJ?>'MH.2?$;UGV MT$:`H"@IS<+$SL27$RXQ-CS#;)&W;Z0>PCJ".E!G8&?D8&1C\-S,[%2VW@^< M:VXM;3'G[/,MIKHX]-!IY$CS\YC13QB+*Q<>=V4"X92\:@HUO=:]_7H:#5C! MD2^T;^V]^T=G>:!81$9+DFX!L1ZJ#BL6Y_#"KL48V3K?L#PT"'/XWE2QYV"X M3*QHQLB`!#!@-P/;?J:@[S%;ADI\=?K7GDV[Q\=OF_DY9C6>6DQREI\%RN!E MR1Y"2?!(:1`#N5P+JK+H1;^8?E MHY,WZIQ;#'YE`?-+$^1DK;X4RC33[+]0?10>4GSH^6YKC>.D@;%F@R7R^3X] MS9T&(H$6XVVLKRNK*P-C0>@XI^-S)\C)Q_+EDBW2^G6@HP\`0J3),\QF;5G4:C4JG@`%A<]:#3 MQ\+&5HB(44PC;$0B^$'L732@0;C./$XCQ<2&/R'>TP0!]Q/BM8:`^B@8CR,# M%&Z>548:(S"Y)8VN.WZ:#.ER_E_D@9Q\()FG(DE9ET$45E"Q"UCML`=? M2:"^6;'86*R>2K!K$6N%N>^@S3E:[($!R).B#HH[V]50MQNNF>BGO9)^KQ77 ME_E777YV:>C!';VV]%5Z8#,Z/DRF8IJJ6`0'U5K79S-HMDMU:=G8Z9?.:4I: MFVQQBBW";:ZVT\6KL:/##[]AF:R$'6ZZU/4)=U9XY$++$I`8VTLBBW]E!!9` M^TH`([6!O#YK(8I(2G"H_;03&/-94U7>WBTUH(>8L?-Q!%8F+$EV]ES+(B]?1Y9O03G"^?MC M8$L+'3'!(Q_Y!O*_CU_>B)^ MTO*^+PV+&L$6Z-LE?,R6E=V6)B1Y>P^&PT\0UK6\UVU(T^'J;8*Y/,R@R,^+EZSAD_B)/:*#8Q'Y9>5@ MQV7+&(>092Y27RSBOA]6:WNC(.FNGJH,V1OF>'B[*3Y#/FA>:#( M$<>+L5G*&+U!@)'+'RW)28V%/%&0S`/8]DFYM MNO6VM!1E9WS%BXKQG\Y^8.-R44/EH^LOG#\D0=?%Y=[$GIUK2^2*Z:]J1@VU M\NO3RK&LRNQN0YN'E$,T&6N(N:+EPS+^6;#N>O\`_(Z'L/HJ/_53$:VK,1I^ MGDG_`-KK>W3BR5O/5$=W9KKX:\#W'+S>5%+/F/+%'(R+'&P*FUB3=&)V'7Q` M$@]E:6KER\IZ*_6[8\FUVO":1FR>/NQZ-.UM8>+%CQV0:GWF/4^NN^#;5Q1I M'M[90=_YCEW5M;SPCE6.4>!@5W0%N5`&A1GC9RFJ6N+&V@T[#0(RQNLK)(NR M20!V0ZD`ZZ@WZT%T:@*--10+\H"<)BOOH\3)]X2K:@9Y,239OY6Y7%@MNC[Y M/M7H.S:8;1BUYB%47UL#GB']E0-IPR9*_M:^U?> M;^]@V]XY?+Z?763;H98S%>P;J:GJ%8_@@L-3>@;3A,Z3&B<(PRY1OBQ%4FV.H)+NW1+ MV\(8ZT"DC$IJXC`L!<:BU!4$DL3'&-77#>U;1-9Z9Y:^*SB\]QW'\?P&3"/]*B]H_OH/=[^G=8&$RL;R M/S&\?E@GFF7LV`;B=?109/R)$[?+L.9*+3\I+-R,@/7_`&J0R(#ZHRHH&OF7 MY;P.8Q%AR=T61&=^'FQ:302#4/&WM'0T'F:/^%Q]J,_1I0;,D@TT%P-HN+G4C^R@3R9H1$(%*EY/>8=0H.OJW6T`H+,0^ M`%=`%TH+)&2..-%8(HNQW-:Y.MR1KUH%\>16+%3<7ZZGUF[:T$,9E\HP(F M^%I5(9NPE;7`[#UH,Z&)?,9@2S-U))))])H&;6[+GNH%^5`'&3DZ+_+W'_E% M[J"R%!^8=8D-CH!J26))[?7034QMEN`0WE$)N'2X&O[30*,8XN9;R_A3K;=K M8NNIL3UJOGW-S'[=?KA?TCYWELQVX;Z^JWZV@@.I&EA0P3AN9Y.GV'^WZZ#?6;)PITQYQYCDGR,DVM+_=VVT<# MKW]1Z`8Q#.)/,T66X*GL!OW=MJ#;XCD.8I)%C'GNVT)CA?\`6LO\M;#N/[:#&ADSS)9B"'3^G0Q<9R<#8[D%8IR0T3 M7)(\70&JS:YIPQ&+)'3/9/9+TWFNTC=WON=O:+QSM7\5>&G+M7PP?G-D[K;# M4[H(FTWE3I(X/UJOTGT6CR[36]C:@@JB(C6Y[*#RWSHTV#\OYD<#!(N59<,@ MD+Y4F6XC:1;D:$,Q8=G7I>@]7CQQQ1I%$+11J$C`Z;5%E_900D4^?=F-K:D] M_HH%>3X?C>:P7P\Z+S8'U4]'1NQT8:JP["*#R[S9W"9,7%\R3-'*=O'\Q]F4 MCI%D=/+FMV]&]=`]Y8\R/Q6%K@>GOH)QKLBL.TV^B@ED#^6&4*3'XB&%P>P7 M^OI09LGF23'&CLID`,S*+64=2`.EZ@[JTWF,5><\_1'ZUWY7BKBI.ZR1K6G" MD?FO]U>;4QT";4C&T+HH[K5,I2*Q$1RA49LMLEYO:=;6XRJE;'AE8QL7F=_> M/B)[VK9SU`]!&BQN[FP52>MKT!'8`6&@[*!;G)';CY%OX!L-ATO MYBT#LNZ.*:139@I"L=+7TT[^M!5B1!$`%`ORQ59\5KDE)!NZV%Q:J_?<)I;N MM]J_\CF9KGI'XL4S[#L9Z>VK!0%LF7S)]I0^669U#-?N6]@/1I024;G6YO;0 M^KNH"![_`#&H`L/R3?LE%!L4!0%`4!03B^*GWA[:#DGQ&]9]M!&@*`H"@*`H M"@HS\##Y##EPLV)9\6==LL3=".H(/4$'4$=*#-XOE)N-GB^7/F1_S>#DD1\1 MR\W^D(U7'R&^S.OV'^W]Z@]""V&_D9>Z6%CMQ\ANA)Z),WV6[`>C>N@E)+,9 M5CB-IRV_>E_!8]AH-[`R<'(B3#Y!;P0`R>4K!(Y&12P:36\CENSMH.@H,B>-.6W*P?\B;^7)T M:1^@=3KX%[._U=>6?#7+7IE+V.]OMLL9*JH^RRVM6:V^*LZ)WG6VI3)7)CC3'EKU1'=WPT!(BMM).GO=]35,SL_E MH"N&?5YHY7 MS)PV/+AY$>)A"7DI[KY&RQL<=CIM93J$)Z?PG3I4C%N*9(]V=5=NMAFV\Z M9*S7[/:W\,QH9"ZQA0H%Y55K$G;H&[K[C;NKLB&5AXS<2^U7 MN>$>UYW";Y;X+$3$DG,^%I$,F:=6FCB#@D2LRV2P7PFY-B`=;UI.ZKPB(F9E MUKY9?2;6F*UK'/O]$$1EYDA_D8AV]A=@.MU`PD?AO0,S2QPHBI(D<;+_M$K$$@$ZBVMKT&08P+7(O<`GNZ:4%BLP`"V%J!+E(G7&6=B2%E1C?KUJ!YC\ M$3W6B5]_CW'/:OY\=Z_4=!TTJ?JH9C3@XRMM.P@$]2W3ZZ"N%]UK$&^FE!-8 MRO.8K#2^-.K'O"O&0/H+4&K0%`4!0%!.+XJ?>'MH.2?$;UGVT$:`H"@*`H"@ M*`H*,_C\+D,.7"S8EGQ9QMDB;H>T$'L(.H(Z4&?P_,9'$Y$?R[\Q2?FL+*_D M\3RTUB)01_\`+91Z"4#W6^WZZ#>6-N-DM,S'#8[4RB;M&#H$DOV=@?Z^\@T`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`UB<;#B1[8=[:ZM([.1WVOH+]MJD8=M7'R^M7[SS#)N)UMI'[L:?9ST7Y$:3 M8[02HLD3@K(CC<&4Z$$'L-=]$*9EXW*XO+^5@V1B1OE?+C/NFQP6>;!#=6C& MI>`'4KU7LTHPV#/Q\N<&W?NZ4"^(S,S.1:[&RDWL!H!] M%!?E;BJR$]"%`L+"^MS040&Z=;Z^\>V@,Z;+1<:''V!LEV1C(I8!5C9SH&3^ M'OH$)E@>]@+>\9300CQ>5\L)Y^.18%OY,FI'_*T#"X?):6 MS@/0($M]%VH.MB(J8Q#&H"L+=?50:'_T^^]M=3_=6@XAN`:"W(C+X.3%MW-(I"[N@'7_ M`-%:9*1>LUGE+MM\]\.2+TG2U9U9W&3G9^6D-Y(Q=3_$AZ&H>SO-=<5OBK]< M+?SC!7)$;K%'\/)S_9OVQZSI"D>*IZB<0*92;-M0`A5``OZ;T'&VCF\`L;%H M<@*#H-Q,1L.\VH-:@*`H"@*"<7Q4^\/;0:RN'RHOE_P"8)3D8F0?*XCEY M;$2@C3&RB=!+;16Z./30:7+1YO$XLN1C@Y&)$MUC()>$`^BY=!]8]-<<][5K MK6.J4O8X<>3)%^]3I4L3IR:&1P276/$#MER6ECA#^=_*(W&25[*B>@4896_R*^O[5U_DG_G9/5_Z8>AJ,A6&OBEQ>Q6(U9-`W9K0,<3GX>7B)/AL&@;W3[0 M1U!':#0-R*TL3KH3:XOJ+B@IQ;;;=HM<=+7H.@K MBB8V+,21T[J!N0QP8,LNV\AVJ/0"VM!;C1EQH-2/;0*Q2K,[N@(6X&O>!;LH M&%*B-F-@!:Y-`C(OG#<%NX.X7ZGNH&\A`D$:$Z7U`[2MC]5Z",8(4"]SWT#* MO9GN`4V=+7[#09V#FPIY\\F'%._E-'"THL8FL?YD>WMU'_"]^66L1$WT]Z(2 M]K>]IC%K/1>T:QV)XN0TN/$Y`#R+?347K&VR3?'%I[8;>8[:N#<7QUY5G0RD M846N"S&[&NR$4D/_`-\XXC3Q3J6/:/+-A]-J##Y MO,X;,AX'GIC/C3GR^'YB3_2]V-DGH)@/=;HX]-!MY>*V"`Z;VXY-7@&IAUON M70MY?>H]WLTH.1/&UFC8,C"Z,.C#O7KIZ:#6XSD7QV$4EY,9CN,-SMWZ`.RC MW]O\)TH'^;EX^>2J M@Q_F3C'0Y,NR\D:$[(]3N&JCQC;KN'=TJ>HD MX>*QT$0FN[L-WNL`VY@BCJ#;1FTUH*FX=D1]VLIL-MC:/<;W+"]_"#0*Y^,F M/)'$+[O+5I"0027\0T)-O"10*;1<&W344'F.>^6LK'RY.;X"-!F2@#.X\_RX MV@KXOEH,[&,^/='6Z3P2"TL4@]Z.1>QA06X<31KXO>)O04 M\J$_/\<6)+>9)9;Z6\EZ!E!I07;&?&F0`$NMEOT&O6@C,S>5Y,8NTD=A;O.E M!5C1A(PJT$Y;7V_8!Z^KJ:".-&6+2,+6O91WF@EF$%XM+Z'IT%SK0"6TH+'$ MEB@\+7UU[*!)T6".4CHH8ZZ7-:9+1%9F>6CMMZ6ODK6OQ3,:>)J+&X^+'@&! M++/$T89WF01N'))*@#[/<:Y[:E:XXBO)(\SS9,FXO;)$1?72=/1P7,^Q"UAI M;4]>O97=!9D[N_)\9W8^2W03`>ZW1QZ:#;R\!\20Y.'&6B;XV*@U7M+Q*/ MVK](UZ@QBSH\2R12>!Q<.!>@C-*M]L:&5S[TIT!UOH!W4"TA>7(9FN5Z(#T` M[?KH&H8U71=.TT%]QX4[_>/HH%LS)W$+#OKM09:S8F(^'B\9/,\<. M9M>64&*5F>"5F$BBW;4;;12L36LZ],\?%8^96S9+QERQIUUCI[M(X<&JLLMP MNX[1?0$@:ZG2I*N7OFY+1+%NLH));7<2;]6ZZ;C05^9.%4L[#IL4L=+=*`+, MVI))[SK04O+<44Q>9C&UF:XBR(_\`59`7 MK_=;JM`GQ7-1Y;O#+"Q-@+=?[:"EI(X2D:D%@!IZ>NIH M*X4_,2R>+:GB:1AK95U/HH&4FB.T+&=FEK_VT%.1())XP!8`78VN`;Z#ZA31 MC6%L.TLMR!Z";&L=4:Z.D8[3&NDZ.SNL;GQ@V`+$Z=>^DS$<98I6;3I6-9]# M-R#+FY/E*P=&;?.X/A51;P_34'=3.2:XZ\IXSX0O?*XKMZ9-Q?A:L=-([>J> MWU-9=EB0;*!II[*GJ"9F>:J8J38L#8@V'9I0*S!?SG&FUS^:.O\`R$E!N4!0 M%`4!03B^*GWA[:#DGQ&]9]M!&@*`H"@*`H"@*`H"@*`H*LK$Q M4;9(G%U(-`AQ/+9'R_D1<5RLK3<3,PCXSDY#=HF.BXV0Q_\`4<]>AUH/09>) M)!(^5BH65SNR<9?M'MDC'\?>/M>N@(3%*BS0D/&ZDA@>H/KH.1QH&(O?;UOV MGT4#(06TUH.3NL49)%Y"`$`UT/VCW4"T*L1=]2:#SQ/E<\8&&LF:DZ>IH)1; MZ*@;;WVZVE3U"Z-HL;@@]HH(S&XL.S6]` M)[NOU4'%)N;T!*?Y:]>M!R(>*@ROF?Y:AY.2#)C?\IRV+=L/.4:J.ACD`]^- MOM*:#R^-GY,G+8G'VRK MVDT"\V5(XC2-R`A))'2Y%J"K'B#92EGNPL2S7-NOKH*)!!)DR2#<[%R;G30: M4#&6(,'&A,DB3-F1B18\[BL-CY9EW,3-.F M(KVVG2/:JCQ\O+B9Y;X^(`6V+?S64"^O=4;IRY^?N8_^:?N64Y-KL9]S^-GC MM_!6>W3O5KQ6(5!)D%[?;:MO[;B_:_W2Y?\`Z/=?^W_LJ83A>.*'P'=_'N;= M?T&]9_MV'NGVL?\`Z/=ZZZUT[NF-/81EPTN5::28*24B;4:'2_?6L>7UGXK6 MM7NETM_D%XUG'CICO/.U8X_J;(?(?B\7$F.Z'%4C%C*J%C1MMP".ONWJ?%8B M-(Y**^2UYFUIUF>:!*CWM!?H.T]UJRT56W,Q7U`]!0493$9_%I;P_F3KWGR9 M*#=H"@*`H"@G%\5/O#VT')/B-ZS[:"-`4!0%`4!0%`4!0%`4!0%!7E8N/E8\ MF-DQK-CS*4EB<75E/8:#/XGELCY?R(N*Y65IN)F81\9RH&7W-Q6WYHFJ_P!K_%\ORT[<=HO'KX2V\K+G:P7P MJ"+V[NVIZ@OHH(BYOZ:#JJ!TH)2`C'-M"S`;NX#4T!$ M#<6ZT$,DJ&B4,NW4L`;DF^FG2@P?FCA\?ETXR.=FB>/*)@R(O#+%*T3['5O[ MI&J]#09B9V?CY#<1SOE09MO,P\X>&#*1.V,:E9/XH_JTH&HI5=58'WK[1TZ4 M%ZLT9W(`7'8W2@KBQO?8L"0S&_3J;T"N05ASHIE("27AD8?WM0:KMS/R\U+] MD^[/Z'H?+8^?L\V#\5?XE?5S^II9&4T>.\,:W>5&!)TTM8U8O/%HG+[=-H4: MW[Q0-7/EE@N\KJ!>W[=:!&2&SF-B`&\3*OA%NM@>M!?'([X\/@+.^C7-E\)[ M.X:4!'*9!O92NMAW"PUUH)LRJ"Q-P"+BV@[*!'.R%.3QNRY(S(O&1V$,A`^A MC0>AH"@*`H"@G%\5/O#VT')/B-ZS[:"-`4!0%`4!0%`4!0%`4!0%`4%>5BX^ M5CR8V3&LV/,I26)Q=64]AH,_B>6R/E_(BXKE96FXF9A'QG)R&[1L?=QLAOV( MYZ]#K0>CS<2<,V3AV&38"2(FRS*.@/\I M'4$4$\>!CXW8EG&XLQU/I-`RB)MW$BPH,3YD$SQX:8H'Y@Y*F)F!'NQN^GKV M5%W>&;T]WXJSK"T\IWE<.7W_`.7>)K;PG[CO%I"`Y:]A[*#K`!?30=VG;UK7T[*#L+!4:0CW1<#KK0)$R2.QD.Z1]6]'80-8IP+[9`!H>C>N@V!I069$J10W`#L>SM#:6/JH%<1./\`,1<^*7(PPF]X MH&"2%P18[CV+K<5RS4K:NEHUCFE;//DQ9(G'.EIX:SZ4HL@98BD2VH-P+Z=A MT]8K&#-&2D6AG?;.^WRSCOSCZ_3"U(@K%56R]G>;]M=D1>3"B?S2`![UP3;3 MMMWT&8TJR2-(P;!:@KFR9I%,<0VP$>)CJY[>S04"^86"8+M8VRX"QMT4O8&_K-!Z:@Y0%` M4!03B^*GWA[:#DGQ&]9]M!&@*`H"@*`H"@*`H"@*`H"@*`H*\K%Q\K'DQLF- M9L>92DL3BZLI[#09_$\MD?+^1%Q7*RM-Q,S"/C.3D-VC8^[C9#?L1SUZ'6@] M#R'&>:YR<:R9@`!N2$E`Z*X]C=1ZM*"&*PR4;:_EM'9)HG(#HP^RP_X7H+21AX==`.^@R4PD!T_VW'&F]1KO']X M57;C%;%;YN./WH[_`$^+T6PW--SCC:YYT_Z=ORSW3Z):<,D,Z),C^9#(`Z^F M]3J7B]8M'*5%GP7Q7FEXTM6=%AED+,0HMU&G3LK=R15W.R_NB^Y;:GMZT%F_ M34].Z@#M"DDV`T)H(/)M5K>&-BHT%R;:4%9D'F!44`&Y8Z;K:]?70+QTZ$CZC:@MD5#`S MN0`-!?M)[!04!5\-[[8[DD:DZ=*!6&48JS'?^GR M36WP6G6)]/<]/GP_W#;UR8^.;'7IO7MF(Y6AJ;YA!),4\H2`A&!T5>Y>UG-^ MO059O,S&A/,R)%Q1C1@`2:N=/=8WZ?1U-&$\/#4`RR+=(P7?K]'UF@KEWS.9 M9K$D@;5T`%[6L:!V:41QO9@M]`I!:]`M$C$:@7[@+#ZJ"CD?@I5BXV7C28V3&LV/,I26)Q=64]AH,_B>6R.`RHN*Y65I>(F(CXODI#=HV/ M3'R6_P"C<]>AUH/39N$96$\)$>9&+1R$:,/X).]?VCLH,^.'M-A!+0/*5)(7W1I09$F!F\=(TW&#S< M=CNFPF/>=3$>SU576P7PSU8N->VOW/1X]]@WE8INO=R1&E%%)<`,QU)OU(OTK MCN,7S*37OA+V&ZG!GIDC\,_5VH0R-)Q>-)MWN7$84=I70_L%K_=Q$44LN2%(NX%F%M022=HUTM4M4F)Y(#(N,%)BC\4S_Q, M.X?W:",,9D95L;W!8'L`U-!;.I\P7&FIZT`%V(6Z=QH,WE&O$B"VT3X]_2?. M3Z*#TU!R@*`H"@G%\5/O#VT')/B-ZS[:"-`4!0%`4!0%`4!0%`4!0%`4!0%` M4%>5BXV7C28V3&LV/,I26)Q=64]AH,_B>6R.`R(N*Y65IN)F81\9RO0ZT'J,W"3*1;DQS1'=#,-2C'KIV@]H[:#*Y#*);`QY56'+3*\<8 M/O`P2@/'<:H>_LZ&@;C9;#;:Q[J"P`D@4&/.&X_F/S"+OQ])M^G>[3Y,SIFPZVKZ:]L/6R\.+!L1P\1W*CL;AF4D` M`@"Q-NVK)YM3)Q8,2F3(0*P)#*LA\"@LQZ#N%O70*3X4N,R!V5B06)4G13[K M:@>\.E!5.$5T4#QL#8GZKT'%M;3IV4"7+6\[CSV#+2_X`Q[[_`/#MH%^.B'ERH/>BE<*;Z:BH&PX1>O=>5]Y][UL5 M_P`^*L_H/O(N%C(D5O.F:Y:UV"CV7J>H5$<0\*C5CH"?30:`$6/"NU@J@]3V M]YMWT&>^2\URE]B;4N?M->][T%EV+$GJ-`/0!0))YB4R\-.PCXKEI#@!W M)(HTWQGN[P=1VT#(FD!)L#W4&?EQR9$*1QY0@SWG7RH=K"0(GB:9)+VT&FW] MM1=U6;5BL3I:9^Q9^5Y(Q7G):LWI6LZ^OA&OHU;+YV6KE1D/=K%ANUNO0FW2 MI2L#\OR"!=TS2H"04=FL;BVVX(-K"@I?)F97F8W>1K`C0#H-`>P+H*"JSEQJ M&8`>8P[.P**#I9MX`7P@6^F@Q_F?*4/@8Z`@?F4,K]P*.H'TDVH*\CRML:7\ MR;4B,=@MI]%`O$JA@'`4,;>+0:^N@)9(_P`],?,4J&VKXAT72@MFBB8I*DD: ME>MV`+=302$N.)(@'7QC<+L+T"O)O!%GI*\J*C)]>_25]O\`^)L<&3\O52?5R-3\CQLDW_S,)'NK M>6,G1=>A[SI4]0I8DL1(9W4$*>I%!>\B.RV=+C3J-0>SZ:#,&7BID;9LN$F- MA=#)&"%&MAKI>@M/*\>'DEDR8%WL7VB56M-S%/$`!Z2+4'K@;@'O%Z`H"@*`H)Q?%3[P]M!R3XC>L^V@C0%`4!0%`4!0% M`4!0%`4!0%`4!0%`4!059>)BYF++B9<2SXTZE)H7%U93U!%!E\/R^3\MY,/# M\Q,T_#3,(N)Y:4W:)C[N+E,?JCD/7H=:#UV9AQ946R2ZNAW12K[R/_$M_P#@ M:#.5Y(9EQNUN];^JXH%N7Q&/+IQ_+,:Y>-\J%-[,OF9./N=25*CSEZ$=*` MR.%QG5O-GR)(VZJ\[V8+K8B^HH%,?C..;,EE_*1%0?"NP%1<]`&N-+=:!B7B M..&5+(<.`1L5V#RD&MM=+4%LW$81@\&)`J_:80Q[M>P$C2@!Q''":$?D8`D< M0'PD]XDGK;6@JY/!P5S,9(L6%-D>YBL:`@DW[!W4%(AA7DHE*+LD0@>$6W=: M@7]WH%,? M%\8#N_)0#K8>4G3ZJ"'8QI"[,P)7P,G+S")Y(XG983YHQQL7P^%A!),3;4R`(M[*E M[N=?EVM/&=/I]3.KTZ^ZOJ%26KM`4!0%!.+XJ?>'MH.2?$;UGVT$:`H"@*`H M"@*`H"@TN`XA^6SSBK<6BEDN.]$)7ZVL*#-U[=#VB@*`H"@*`H"@*`H"@JR\ M3%S,67$RXEGQIU*30N+JRGL(H,OA^7ROEO*AX?F)FGX:=A%Q/+2F[1,?=QQR<:'(A:&9=R&Q[B"-0RGL([#09@:?'R%QLIMQ-_(GM82@:V M/8'':.WJ/0"F9QF1'D-G<:PCR&^-`VDN:OHGC[&E!F8TJ!H9D<-8*5(:_T"I=,M+MJZ=\+'C=])&L M!KM&G3T"NC@R>0R8C+LL2D?6W:W=]%!F\JR?DHF:\:C(QRU^OQET%J",DBNC M)$^K:-M!T'<3:@NQHHU`'V1U/H%!%_.EY"1Y]0M@JCH.VP^BPH+IE$GE1%6' MFEM`3;:M`]-Y6+AM,P7:!9=WN[K:#34T&)&SRM)E2G<;B]@;:CZ>Z@J8WS<. M5B5!GV&_0*=!IZJ@;R=+X[?M?:O_`">.O#N*=^/7_;.IM9T5YE][^:]AH2%! M)MZ[U/4#DLPAA:1[64$FY"V`%R2S&P`&I)T`UK$SI`RK(JJOFOJS#3N`K82Y.$R\1F@:%L>6Q.@]TB@9QI4 MFQHIHR3'*BNA/6S*"/;064!0%`4$XOBI]X>V@Y)\1O6?;01H"@*`H"@*`H"@ M*#U__P"OPB@S.'Y?)^ M6\F'A^8F:;AIF$7$\M*;M$QT7%RG/;V1R'KT.M![#)QH'&R6TW'L1^P/W?Q>N@O958%6`8'J"+C]M8F(GFV MK::SK$Z2SY^!XJ8L_D"*0F_FQ>!@>\$=*B9-ABMQTTGOA:X//=WCB(Z^JD?A MMQ@G._-\:AC1QF02:(['9,OH/?7.(SXN$?Q*^R4F;;#<\;:[?)Z(UK/W,V(< MID.$1/RZC1I)/$=3V5B4Y8GPX\2 M6ZG=<_MK,Y-S^2O^YB-MY;$\3\OQT+A))>0O_MD5@(E0D[3"0-S: M6ON/U5VR9;TI%M.J>W3]")MMKASYK4B_16=>B;=_9$]VJO$EQYAYD3!@?>[Q MZ+=E=,.>F2-:RC;O99=O?IR1I/U3X2:1@\H8Z;1M4D=Y%ZZHJGFLMI/)@B(2 M)@1(5]XGNO87%!0T>S'8FY15#>LZ*!?TT"ID\R6%1X5$^\,-?"GB)J#O(ZII M7OM]B[\FMT5S9.RN*8_W<#"R;$>64$;V\"^\S%K;5`'5CV`5.F5)!6*&3DLB M'+WH<$-NBB-G$OE,;2%+;?)\Q01NN92@L!'J\7661B3O M)N68EB2WB))/;WGOJ3$1$:0U=8@Q,;ZVK(L+758D\,:`>8W>WXZ7\)ZF_2@TN(_P#"<'_L\/\`T8H&J`H"@*"<7Q4^\/;0PT&9P_,97RWE0\/S$S3\-.PBXCEI3=HV.BX MN4Q[>R.0^]T.M![*6&.6-HI4#QN+.C"X(H,MQ)@,(YBSXA($62=2E]`DI_8K M]O;KU!C07)TMU)H,3*F.1,7^P-$'HH)H5C"DD@WOX>MAZZ#-Y>8.L;,389./ MUT%S,AU[_10:.^-&B.X'SM8UZG0`Z@4'%0;MSDZZR/VD#LH,R?&5KY6*?)G4 M7:^BMZ&%0/W;_5/BO-EYM'1\G<1\S#_P`U?3$K<'+\^(./#(-'7^$B MNNUW'S::]O;"+YIY?.US33G2>-9[XEU<2;(SE:S,J@A;:Z7OV`6J2K4<\NZI M"%(;>1M']P>CUT&?,T<&0GFW6+RRI/K-B/I`JNS7Z=Q6;?#I,1XO0[/%\SR_ M+7'I.3KB;1V],?K2CQAR8,N1=L.52D,`9E26,$H\KE0KM$SJ4C177?M+O="J MGOQR3PY1]-/%0\FSCQ"-=#HH!+-:YV@*/1H``*D5K%8TAHKVD2,H%S?7O).M M;#E]2"+=RT%R@[+@E;V`V]3?0T%N^6>-X[RDRX MVG?(?%R_S,@"F"$^6R[6^W>Q!'?0>6R,:3&D\J2U]JLK#4,K"ZL/00:"J@*` MH"@*`H"@*`H"@*`H*LO$Q5#P_,3- M-P\["+B.6E-VC8Z+BY3'M[(Y#[W0ZT'LW165D=0RL"&5A<$'0@@T'GN5,O'C MR%;?@M:[DG?"O8K$]4]/4=NFM`DP*V<-8)T!OM-SZ.I[J#F0Y&1'O:[R`A8U M%@JKW_30*\L@?'A72QRB9]VW;2>SU&(I?S$`DAD M90PUVL00>T:5+P9HR5BT*O>[.^VRSCOSCZX[QB8>09EC@WRS.=L:J"9"3U"V MZWKJB,N=Q6RCMJ-GR5TTYNF. MUJSK$Z/01860&95@E2./55E!WI"++%O'V0L85>ZNF&DUK$3S[?%I:=93R\7D M$CD`A=8K[7;:PVVL3NZ6[*ZL%)<3)QD)\N1))-(F=6`N=!JUNG6@MBX_)ACW MO#(L:L59V4V!!L;D^DVH+I&*HMK`;U/I.O2@IE+!I)RI54`6(-_"HN3_`(1U MH)_+Y4\)@E?M1*S?>;5A]#$T#]`4!0%!.+XJ?>'MH.2?$;UGVT$:`H"@*`H" M@*`H"@W_`))C>;G1CB0QI/!.DC`FP!B87/JH$>>SS2@@-B[I2H-O=93>ZG72@GSN,^+Y.-*T; M2#(Q27B;S(_%,O1P!>@FKQJYCC179=1J;!NP7!T^B@2RI5>0ID[VQ\?:LB0` M1KOU!/<.MCVT$\+&QQ9YW2'<#>[:*!WL:",F:LCB./Q(A`!46O?J=3[>R@JC M:/&SY%9A''*@DU-EW`V)JMI-<6XM'*MHU];TN6F3=;"EHB;WQWZ/3TZ:QXIX M+Q9>:[9:M^GF)XHEV$F5I$\1]^*R1HZ[BOO,VR]E:\JTS>VG)YW31O0Y?"86 M(,*.&0)&?.PBD<2>6YO<^6I6)%OV*NO:=376E(KR:S*D9\`?+D,;2^8J)CK( M;A50@@,-;@6%AZ!6["^#D<=HX(]CRSQD//*R*IU9FDVON)L;BPMV"@Y%S'%X ML$)\N69H79H#(@'F/*0&8D/U0?6:#F?R>/F2O)#YRJ[^[)M`VEBY%E)N"YNH M/3776@782&SJ`^I`)U`L*#)Y+-C28M.VS'@7S)"UU%@+ZWH-3@X9(>'PXY`5 MD$09U(L0S^(CZ-UJ!V@*`H"@G%\5/O#VT')/B-ZS[:"-`4!0%`4!0%`4$X97 MBE25+;D((#`,-.\'J*#UORHW#9G+^9$K8.28)UFQ0;P2!HR"8V)O';K9M/30 M>9Y+C$6MI;3TT%$B00P!1&68:A+WNW6YT%[4%61''Y$X[RV=F29L&3F3/D_DR^&9F50WEQDKW94#)EF/EY M9Y=OK6_E./Y^'-MXTZ[1$UU[9B>*U5$SK+'XMX`5^S;5I6T6C6.4J++BMCM- M;1I:.$IN@0[2USUM6SF2Q<;.Y.!'6V)A3$.9"PDG=1V;+%$-^MR;=U`R_P`L M8K0D')R/S1.X90D8%3NW>&,'RK=EMM!9^@17+'+R"X(,+%[;+=ZKM60$_P`8 M/=0*I//D)/C-(JY.))Y,PC)M>P8%;ZC6Q,!WWQJIR,E-3X8R M`@)/87[/10>DH"@*`H"@G%\5/O#VT')/B-ZS[:"-`4!0%`4!0%`4!0>@^1XM MW.>:Z%L:''G;):WA"&)AKZZ#)?DLJ7"3#D;S((SNAW@,\8_A5^H4]HZ4"M`4 M!0%`4!0%`4!0%`4!0%`4!0%`4!08O-<9.,>1L%-Z2,CRXXT(*R*[/']6J]O9 MKU"Y)$E421L&1M58=HH.LB&VG0WO0&=#_L\A?:[[=VP=$7HI;TZ=*"A`I*W. MYU4`_P"$*!#YI!7@,X'[,3@_XIK2_)F&NL8>;*!Z'(R`1ZY6KCM8B<-8G\K; MJFMM8YQ)%'RL!9%2/S\2(DA]P#JE]1;T&H<3EVT3&G5CCT\8AZ:U=MYE>L]? MR]Q:-)C3W9MWZ]FIC(/YC$@S,++C>61V63%*$/"!N`9[]=VT6L*E6RVR4B<4 MQQ[U9CVN/;9IKNXM[O968XSX]SORL)5XV199"TJY,X>,V_EGS#=-/\;7OJ32 M)BL:\95V:U9O,TC2NO".Z&O6SD*!3-XV'*=)=[P9$8*K/%M#[3U4[@P9=.A% M`8G%XV-.^2#)+DR+L>>5R[%;WL![JB_8H%`W0%`4!0%!.+XJ?>'MH.2?$;UG MVT$:`H"@*`H"@*`H"@]S\EQRY&#^5QFVPO%D_G%BVF1YF4I&)`2#L"&ZVTW4 M'C,O&;%RIL5F5V@=HRZFZDJ;7%!30%`4!0%`4!0%`4!0%`4!0%`4!0%`4!09 M^7@R([Y&(+ECNFQNQSVLA^R_[&_;0503Q/'YJ`NO8/=-P;&^[I;MH*637PAG8N1?N%^M= M<=(K6*QV0Q,L?+=VPY2-#(^T>D,U1/,;:89B.W@N_P#':1.\K,\J:V]D-:.` M!53I8``>JIE8TB(4V6\VO-I[9DEA930<[)#"IDCR]98E!'EF.X,Y[+-HIOKT MM>MFC?H"@*`H"@*`H"@*"<7Q4^\/;0WMH*(2,D#:[;-0\3>&S#JK#KN'IH,O/R"8Q#$OF MY2_3&K,0,TKWV^Q?>2>[3/D_+BF/\`=P:.3)Y2L]M0"0O_`!U/4+,X MFZ\^^[7SL4FXUL4D%_5NW_LH/0T!0%`4!0%`4!0%!.+XJ?>'MH.2?$;UGVT$ M:`H"@*`H"@*`H"@V/E7_`,5?_LN5_P!`U!CK[H]5`4!0%`4!0%`4!0%`4!0% M`4!0%`4!0%`4!0%`GFX'F,9\>R9)%G[%E4?8?^QNSU4'F2RR\WY7EO&<:&=C M'(`KJTD1QUN1V;\I#IUL#>PJ+N.,UKWS'W_H;5>GCC4.JVTL-1[*E-5#F^85 M"[`"1MZV)-[GUT"F9*(9\;+M>*"5O,[]I\-[57[Z>FU,GX:SQ];T'DE8RX\V MWB=+Y:QT^F:SKHMS7+_S9#N5C;0:6.HZ5/B=5!:LQ.D\X*QSIC\KAY'NPS;L M::6QMXM8@;]+R:`UEAZ*@*`H"@*`H"@*`H)Q?%3[P]M!R3XC>L^V@C0%`4!0 M%`4!0%`4&M\LR1Q\F[2,$7\KDB[$`7,+`#7OH,E?='JH"@*`H"@*`H"@*`H" M@*`H"@*`H"@*`H"@*`H"@5S<(SC?$4CR``/,:-7)4.LFPM;>%+(I.UATK2U( MF8F>QG4O%DF681S`Q3PC;)"3H`WV@;:J;:&MV"X?_;9I`21O)MV?LH(S[3C9 M'A/B5M#K?KK7'OVH`L>+QHQT=5)8Z^Z*TV?\FG[L M.OG$:;S+^_;[2^=YKQ0Q@DWR(5,?42^,;H^SL!/T5)5KU!ZT'*`H"@*`H"@* M`H)Q?%3[P]M!R3XC>L^V@F^-,D"3L!Y;FPU%^VUQZ=IH*J`H&(<'(F4-&%8$ MF_B'AL"Q+=PLIH%Z`H+H<6:97:-;K';<3IJQLH]9-!&>"2"3RY+;K`W!N"#W M$4%=`4!0%!.&&2:01QB[M>P)`Z"_;ZJ"].-RW1751M9=P\0[0"!ZR""!0*T! M0%`4!07IA9#J'"C88S*6N+!%;:2>[Q:4$JL.U6[1_;09K3#;Y+)^7G M0^*&WV>FY6/O*>PT$XV175WB3(C0W?'DOLD%B-K6[-:Q;DWQS/5&DZ<>?.J.5C MS,B-"+SP2)-&I-@60^[]*W%=T!M8N3#E8Z9$))CD%UN+'K8@CO!H+:`H"@*` MH"@*`H)Q?%3[P]M!R3XC>L^V@V>,X/G^9P-N#C+)!`VUI2RH21S>>@H M&?\`R]^;/]T7\6/]]!GR_+N=#*\4LN+'+&2KHV3""K#J"-U`]Q_`C,%>VFG902/_Z^^;223B+7)D0JUCT-BU!/!X;DA.$Q7Q),F0A8@,F)FN>Q5#V-Z![)^1?F[(E\QL) M%T"A5E2P`];$T%?_`)>_-G^Z+^+'^^@/_+WYL_W1?Q8_WT!_Y>_-G^Z+^+'^ M^@/_`"]^;/\`=%_%C_?068_R'\VP3+*N$C%+V5I4MJ+=C#OH(9/$_,''B.#+ M7$QVV#8LL\:L=H"A]7[`H'=09?Z%E?[QB?\`>H?\Z@/T/*_WC$_[U#_G4!^A MY7^\8G_>H?\`.H#]#RO]XQ/^]0_YU`?H>5_O&)_WJ'_.H&%X[D$C#1G$D;&B MD(\O(C=]HN[-M5]2`3V4&;E9T=M!E*TT_Q*XV@Y)\1O6?;0; M?`_./*\)BOC8:0M'(YD)D5B;D`=C+W4&E_YH?,7^JQO\1_\`/H,7)YV/)R), MB?C,1YIF+R/:879C*E>7`P<2"21=KL%E-P#>WBD-!I?^:'S% M_JL;_$?_`#Z#+Y+YHEY+)_,YW'XDT^T)O(E'A'0:2#OH*L7GDQ8(P0R1QR%;D7&NZ@6/_[/^8P2 M#%C`C0C8_P#GT'/_`#0^8O\`58W^(_\`GT&;RGS;D]O#(*!/]5Q?Z5A_\]_UM`?JN+_2L/\`Y[_K:`_5<7^E8?\`SW_6T!^JXO\` M2L/_`)[_`*V@/U7%_I6'_P`]_P!;0=7F4C$GDE^Y10)DDDD M]3K0*#$R1D8\P@R'OO-H)AX5D]!MT?O';U'H#GRY"LTTD^1([9^%N M@EC!3R4,@5SL*BY!`'O'<.V@]!0%`4!0%`4!0%!.+XJ?>'MH.2?$;UGVT$:` MH"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*` MH(30PSQ-%,@>-O>4T%/&8"8&#%B([2B($&5[;W)))9K6UUH&:`H"@*`H"@*` MH)Q?%3[P]M!R3XC>L^V@C0%`4!0%`4!0%`4!0%`4!0%`4!0%`4!0%`4!0%`4 M!0%`4!0%`4!0%`4!0%`4!0%`4!0%`4!0%`4!0%`4$XOBI]X>V@Y)\1O6?;01 MH"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*`H"@*` MH"@*`H"@*`H"@*`H"@*"<7Q4^\/;06/[[?#ZGVT'/PZ`_#H#\.@/PZ`_#H#\ M.@/PZ`_#H#\.@/PZ`_#H#\.@/PZ`_#H#\.@/PZ`_#H#\.@/PZ`_#H#\.@/PZ M`_#H#\.@/PZ`_#H#\.@/PZ`_#H#\.@/PZ`_#H#\.@/PZ`_#H#\.@/PZ`_#H# F\.@/PZ`_#H#\.@/PZ`_#H#\.@/PZ`_#H#\.@E'\1/A^\/;0?_]D_ ` end GRAPHIC 10 img004.jpg GRAPHIC begin 644 img004.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````/```_^X`#D%D M;V)E`&3``````?_;`(0`!@0$!`4$!@4%!@D&!08)"P@&!@@+#`H*"PH*#!`, M#`P,#`P0#`X/$`\.#!,3%!03$QP;&QL<'Q\?'Q\?'Q\?'P$'!P<-#`T8$!`8 M&A41%1H?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\? M'Q\?'Q\?'Q\?_\``$0@!,@&0`P$1``(1`0,1`?_$`*T```(#`0$!`0`````` M``````,$`0(%``8'"`$!`0$!`0```````````````0`"`P00``(!`@0$`P0& M!@0+!08&`P$"`Q$$`"$2!3%!(A-1809Q,B,4@9&A0E('L<'18C,5X7*2-?"" MLD-3)#25%C8(\:+"1$;2XF-S11>CTU1DE"5TM%41`0$!``("`@("`@(#`0$` M```!$2$",4%1$F$#<2*!$Z$R\+%"D5+_V@`,`P$``A$#$0`_`/OVQ>G=EOOG M[R]M$N;A[^\4R2]1HL[*!GX`4&(M7_A+TS__`,VW_L#$"0-.=,6*T>/T?Z865R-L@H0,]-?'D>&(Z4W3T/Z?=H[FWL8DEA-60 M=*.G`@\0/;3!B^V(M_2_IMXEDAVN)GC8I-;L!K`J3U5/O#(\>&(I?TMZ:UR: M=L@`>$/'4`4;.H\!XXE.#*^CO2QCU+ML(##4`5K2HKSPL8B'TKZ:,:E]K@.I M00PCX@CGQPK:X^E/2IN(P-O@!`;H*4)X9_1@:G;A$WI/TRMQ`/Y=;A26U#2! MP7$-6D]&^F&J\>WP!B*>[52/9^S!AG8*W]+>DYU15VN"J>^I!J*CQYUIBC5T MS_P;Z6-3_+(,\CTX6=*7/H7TU+/&$L(XE"L24\013(X+&YVX3_P'Z64:I;-6 MI2I]WA_5IB^K-[K_`/"/I5%[DFVP1QJ-*A@:FN6>?'#C'W]TK!Z4]+I.$.W1 M%"P-&5B5+5TYUI3RP7RUUMLT]'Z,]+F,$[9""0"B?3+(G;L(T96 M!5A4\_O`G,8K%.Q7_@K:F[06SAT5.J32`:#@:5SKSQ8IVYW$CTGL+721M91. ME"K=M"`:@C43RS'+$)5OY#Z,HT2V,6I5(Z@1[M.9YG%K64"?TOL*Q_-)ML=: M,((R"-6@%NI3^*AQ2,VX5VCT]LVXL\KV,4<*%62B'3(LNK0RL>6@KEXXI%>R MVS^CMF_E=U:W=DINOB=8%6`]T$-PK45&>*-5HKZ']-L@B:T1B@77)0*21F!E MD/.F'&/MRHWH?95A(^4A#ODS`'*IRTUKSP2-=NT3+Z5]-QN>[911/H/4JAD/ M(9'[V>(P6+T;L`ACIM]O(*`]2E23XDBN+!VO-5E]);,`Z_RR`@@Z'C45U<@: M\L2V(B]+[#01S;=`L\H!32!I`YTJ.6&,WM\)3T7Z>D0!;.-0@H&TK5B:U)Q+ MV')Z6V19%@_ET)F"M)&RJ-)TY4:HS-3PP-$X_27I^2;4+15=2U&:@0T%313R MK3CXX&M_"8/2FP26S$VBZ=9HJIJ>FJE-04?1B@[W\&9O2_IQ6)&W!3H(#.JH MJGZ1GQ\\(V2EQZ:]/A038Q-KR1PO$C+APX8RT@^E?3[*S"T1@KYG2HJ!E2@- M,N>'58M'Z9V!6+-815KPTC.A!-?(@94Q:LC03TMZ;(DG:PAT`45>V,AQX>)K MA94_X1]/B&1GL(3(35%"#I9@*+B5RX6A])[$+HZ[*)XH.D*(QU,">)Y^\,+' MO!&]-^G8S$IL(&8-0@H!J9JBGD!XXSKIPO\`\)^FWEE66SAU=++%&GNBA\!4 MX<%[R2<$/4'IW:=OM(+NPM4C;YFUTNHH4U7,>:MQ&51B6RQM^EA2TO*GQ&,R-WM9.6G-<=MD4+J+UIF!P\*X1"L=\CWP22 M%XI%5@FK[PZ2:`5KBEVM7CJ9D'GB&[P0N;>U6:.,MIA:0&@\1X7D<2G"9(T$14+E M3@,1A9Y-!@D>HA4OK)%:'@#EA8MY,9,ZJM`D>9`X5Y#`6=>6SQZKB-VF>/N- M-J-!I*D:10',8+/;?7OMQ=)=P$<::1'52X>E5IIK1N=17Z<6T9)%H%N##$)9 M'>E>Z10LK@\*#PQ:,6N;AXX*E?F8G.GDK#V@T!I]>+6^G7:I8+'<0DHTB&.D M:OK!]W/(`G+R;%#WF5=C<0O(C2F2-Z!':A,>5"6H!EAG#GVN\3R9,4*Q$2$: M1."EN\[.BH[=N0M61@*D**57(?;B/Y7:U*7)E[?9+:OU8#Z0L:&(A'>M="QE5&ECGF"./.N*0=KBL#21!@=4W;+"W#474P)J*\ M/9AU9RM9TC/Z!PPBW(6166,@GKU%F;QD%<#5B8(94N',,04QL$9B0=2Y5+<#73PQ'C&;ZL@F-LQUD M0K/9N(Z\6-U&"?+V86/$.>E:?*7O'^\+VO\`_(?AA+3'Q+@G[L.7^.P_4/TX M@M(:RQJ.(.H^0H1A9OER-6609Y!>/#GPP-WP7N[=+E'U,P`8+5I',=S'&#&X&0!8Y'Q!YC!8U M+Q^`M8FD:WN!VI9$*2H#6O@Z$_=R\/;BUGQ98:L((X;.&*/W%44J:^?$X8NU MV[1"!WT-,]+4/+B,2]$=QN`DFG44RT!A4$GWC2GE@[4]8+:[?$@$CT=R0X(J M,P/`DXI%>QI_?05I6N7CEA!.\B4R6\52I;4JOD2,LN."KKQ'-!W;F*4N1,(V MT,O"@(J#SS.&Q=;PB2>?MR"Y0:%J2\52,N56X4\\6X)S>#-K'#%&L2/JRKU$ M$FO/$UVNW473T`13UFOL`TG,XF*!-9),RQY!-&=/>KXMX\L6&7.$S&XMXE36 MN@&A(%&T5X99#C3`K\+W:6Q$2M^)=*IQ(%3IR^[AS3U[83@N(;>4=D&6/W'* MG5I+&H``R]N#^%GSY--<72LS,OPG_AT'4M*U8@T/#$+_`,B2):O"L1(9685% M:EC7GAO)ZS%)H;4L;?4(@5%=)TGB*?73%G`WE4)(G^SSL[:3IB<"A`-,C0'+ M!AT7ODIVY:I-IJ&&,]O!5[.[:_[\:-@U?HP6-?J[9O/H"P MNTMQ*O:E!GEU.^3DD@`:0H&FOV88S^[MN27P;>*8SI*`8%`H%J78\:DJ,N?/ M#7/K;F2*?+E.B0,[$!]).H*#QTCAEY_5@U?7?*ZVT>9P&I@B!0CW0]0(SG(236NA0M#].&+ME/+;2U4]*HF8C)U`MR M/*F-.>?"R/,T\A`0A0J\3QS)'#SQ+D#O#L7#2*U&DI^(<0H`I[,47:\!222Z MYQ3(.PYT`((+9>5/KQFNDB-+VDDCER&:BJ-)(-1Q#'+CQQ>%Y6LXIDW"3402 MRAW9:4.1%,@*U\<4\GM>(1]3L\NU/.A`5KFR4`\="W<>K+VG"RMZ.+1@D699SQ8_8,AA$4 M,FF63,L>D*GF:X&NWB+,-$&@]3-E[6;"Q>(*.&!H$$_-L-67;'1_C'/$UZ"W M"UBN@D;92*=22#WDRXC%C&\NVVX>2V5):">(!90.!RR8>3#/!&K#!/Q5SH-) MJ/I&%$+J,30:R5#2.S0L>5!E3CQ"X+-4N+;5/.Z-'-(K/"Q1A]_(D"O#PQ1= MI3)!^:1A)TL"#&3E4>&%>B,(:JW=1$:A MHZZ?\8=7T8VYSQCKYQ%;=L)K5NDBE13G6H(QFM=85CC2218X8^TH`",3I84J M>D\>>+%MIJ56@M268:@K&1N9(4YYX1)!HZ)%K84)ZGPLSB!R)KC8..J;HT^" MG_"N)<^?83F6W[<:I4&10)#]Y3R8YFN,VNG63E:SGAD8G24F+%=)'`#,<,AE MAUB3V/3N2&N:*"OM)XXA[9-S;A90;4:$+:0^HUU`T*(,@*CQ.,V8Z=;:8+E4 M!;7(_P!\G2SD#GIITT]F'1.HINF12TIHJDF*49J12G7IQ:L=>*D\-5T]W2>V MS'ITD@$BF6*GK>58E>*W7N!4M[8%CXDK4^-`,4@M='`ZP1S,]-,88@\=1&>? MGYXJ.OA62-AMY;5K4+14^Y09:C^G!Z;Z_P#8'NQR7RR7#-VR=,"`D*=653P' MUX=9S6A+!I4&!*.,J*VC+[0<(!N4#UB0-(^DZP7;2`1SISPXS]N<@G8B6T^( MH("#I;W105`I[<%:DRA$D1P",NTR`:AS`:A-:BGUX&E9'`,HZ0NHM0FE3FM/ M.ISP(&WD`04&@4`X@#4#4&I)&JG'%&NWDQW)'>-M!$BM21DI4K6F>>6)ES(8 M9=``5Y#2*>@)-0,RKH.DI0TH*D>'&N*'LO'(7UFX&E?FHA4UQIF75/3EK/)#=N9FCC7<+TQH%0 MBOS+]1J#]&(ZV)+:8H0]P67B0R(1E]&+#]I/0<=G>)$!'=$&@HK(I`_7@4L^ M%56Y65GDDII`4R*H85XY\\*EEO@71Y28P.W=4]!`.CCJ'+/"-@=&KQQG*W]NL^=`N[>X2.)NY M&CT"A%4JQRH.K57+RP=FNEZY[#OC>W6WBWCD0-*C*616J*+0KJ+9$UI7%R9] M?RO"-SMHU[\L;6P8`$ABVK@.?NZN&&2QSWK?DZHO3\5WA&6634`]NK#RI]?- MU5H[RX*ZC'VU.H55J,?97ABY6];\HEAO91VU>-!&0055AU#EDV#D[U_)8[K= M10H/EZN14(`0:4))%2<4JO61$4MW=0"%XA"5S#2!@=2:2"`*5S;[,5/7)-'M MFGE+Q2/%,T9%"ZGP]G'%%<0=9GE5VA7-=:'4%.65?/`N,"EL=$0B4(L3L`(U MZ`"<,E5[=?D,W&Y2LWN);*-*Q(60DDT'45RIBU<>?"\$\H<]D(Y-2 MSR%F7434YHM!BYHGUD\T9FNF/5=.9Q;3)UG@`SWSQA0BA6(2.-VH"`M:YIU5\<&M9U^1+47L:, MHH$D$K:@:4(!TEO//%%9U_\`(EEO4/5!J8J`TB2D!CPS&GCYXN5_7Y_X!BN) M5*".!9(^`9F)RK2E64<:9`8M5D6)E:../LHT96CN)!0!C5:5%333PQ,\+B2[ M6(DPJZ5TZ&=B"?Q+52<\2R?)0" M.H@LH#1C,J/+/Z<0LGR(E]*PF(M6U3%1'5E^\@TC/PQIFR>Z,C7-I!TVY91F M$+K6ISH#SS\<0^O/DCN]YRT,S56*=M+)&V9JS"NE>53BY7]?G_`-BV M]X^T[;$MW;D!5%6A"D,YXC2IRS/'A[,1^L^5Z7,O?E$#`RL.UFO#2"*YY$XJ MNLGG09;HK&7"M"&(T`E22S5R`KY`8RU.F_ETU]'-&B+1IWUQ:5"FH84SH:5U M>&'[+_5P8BO(;>":X2!Z-0!N(=A4<:^.%FRS)27J/4=G9G1C(US9L9!33_M4 M0H.HFF*,W*;],$?)76?"_OJ__P`J3"&G)1F1#F":D>0\?IPLU=F"J6/`9G`5 M$.F,LWFQ\JYTQ*<0-+>@+H>W*YU-3,9\B,54728Z@DHTRR&X9_@;C^ M[C/AKR8.X0+8RY8=$ZWDU!=0SJS1FH4T;]N*56"*58`J M05/`CAA"))$C4NYHHY\>/LQ(K;W5OJ2-*DS%G4@9"M3GX<,5HZ]>#$1JSM^] MII_5RQ")FB66,H>?`^!Y'$T39)H];24*(%5&IQU,NJH^C!(;3,,9*AG&=.E3 MR'[<:K'6%;AI8)4H`]M&2SJ!4C5P\.&=,'AK-ISNAX@T9]\T4G+GX'%!5D14 M72.&)2%KR&.<4T!RE&;+C0UTU\\2E(;5=I#\RV,8",-#:#&KT)("C@"?;EAX$TD;R1;306UC(T&D,-1J!4'[ M0,9M,@0ED@F(1>XLH,;JIHRKJ.:<1[<:UGZ9S!3>Q,I9114.DFFD$"H*LN>8 M)XTQ17QIBQECECB[D;%2JI&&%1P-2>6"&BPR6,MQ(0JK+&?>KQ`%*X1RF<(& M:<%)D(T%&.7F%/#/SQ4P$:0.TL95(ZA#F64$5HU>1^K`5K:YC5ZT"@CK`:IK M7+(YU^O%*+`[J[G9=:@BJYHK5(R-012E?IQ+B`7+M'+&8U_B!78(W2M1I!%: M5I3%<4WVO&86!0!E[0H?>*GEDQY^1Q8KV7C,;U+G45H-+UJ03R).+%H*$B3) MB0>+$5H1G4J#3%%?(@5#5`JD5!8ZJ:R:B-6`H3R.`KHC!S%6-BKU723D!4$$ M9T&GSXX8+R9@),@:8DU!:`G@%.7+[V-,;G!' MBZDJ%D([-%%%&8,?.HP'PBTCLFN&[9222(ZY%4*)`3P+"BMC61G[]IQ1['6,4]-[=&8KRX6 M21)'O[W5I(I_M4@X$'PP8W]N,:#)>(X(F+@N(Q72#3,G[I&*GK9=X&JS2+$\ MC*3U%6TY@<*4&>>&,=N5NW)*Q7NMH4YY+F?JX#"/+KD7*0EHI"9,@H(6E2:> M&!J%(3N5S(\-T@BCXDJP8Y4IPX5Q"TU&L\;")I$W,LD41( MD!?*@H*FIIPPJ6:K&+OM+I(X#34#++G0XAOX"O;6^>#N1RH;F*KQ:DHI-*%3 MU<&&"GK>2D+3W5I',"DD;(5=`I!!6@(KJK7+%Q8LL[&XMOB.O00%:E8J,H4@ M4R`84RQ?53OKEVR=7"G/!C7VGP5N(;XW]M`;LR2-UR($ MTQJBY%LCQJ*2BWJFUW%T1XII#)+&Y5G,9&KK*U6AI3%*KUB;VZOUT]$ M?;[W;!!:IR_"`?TXT.TDG^#G&*463 MTF.WDA-#SQ*9F$;<20[Y1YA(9D<4)]VA!T+S\\'MU[67IPT+ MZXBC3M2/H,H(1J$G4,^`QJN$#::0,4=!*LBU:-1E0D\Z9Y8"`P:.@C&DK7)Z MMI-*C.F=:#+`;-+K$M!*Z]MZ&1R:DZ0Q+<#X\.>+.5]N!U`FBTZ05CSE/$'D M,CGE3AB.J7,)CD=XSK!;5*A!6.BY$`_B)(PQS[3V+$R](ZP":L.)!U`JU,\Q MP//!'12%TF9DU.L9>BL%&1`IG[:XF8)?&%'$:H-509&:H7,4Y95.%+5MQ&"T M-"H(6G``&E"NJI`/$8M4BT23R@=(,0`IJ.D5(SHJ@98#JK33+,8Z+VXUH&C4 M])/O>7`869-NEU<@25(9PU&(K0Y>6=!EEC+HLDB54.6T@9$','GIK4A?MPA4 M3RB9$[,CA012+0"!3(CJJ0>.)8M-`JJ14TE!:1"`"`36C4YY$_1B7E,12,L. MZ(R%&@T5E1B,_MYX=9RKJP>"2,2$E2H,@9M-&/$C%H^O)F8B13;_`.=K0T^Z MOXO++#1.69L\D:75Y=-,DD+2=J/022NG)8RHYY9<<1B+ON2;K;37,;=E6;MP ML*D'3ED*@YT.,NG6<4TMPK=^:C@&5*$J332`32E:XE9X!@GM(H))`2+A5:0D MJU`J@\,J9+BBLI7:KI2]Q,BQ_%33!>Q"I<@T"E03G2G&A\<+$YK74I;I5-3= MJBE=)J=7AEQ)Q1=I;RS?43J=D>HI*;FT,@HF?]AN?_P#/OO\` M_:DQ(\Q)6$^,M?TXJ?U^*Z0"1R*5U=`]@]XX7/VMI:WIIJT'`CB5\_$C`W(K M=2EE58SQ9"7&8`+#$IYP=$5%H/I/,G$),"93/P8J@-484J2.>>)2@RDQH8GS M= MFLKC;+V18E22UN%LE-8D'&"S&0\6R7^J.&%F?+K?^"O^'/`Z=O*7RD0\C4']/ZL3%\JS6T< MJ%3T\#44K4&OZ<34K/N$O^Q+HD77W>@*OO4-34$^`Y8(?V>C-K?VC,L`)26A M(1U*D@<6%1PQ?8?3#F$*+3NO[!^O$2UVLT,ANH:,-($D6=6H>(ISP+9G)1IK M!XP[V[LDH:3C4!J4:F=,L'!Y$-HJ7TV+5^60*1TDY4ISRRQ8?L7-LRAJH45L MB2*J17F%X4^W&6U4CCE=C0MH90XXG)JDC(5PL^:.L8GE:6',@Y%UTJIXTH,V M\'3,J MJ5=UETD(&`^+J\.!#8EH?9F,:SVZ,3IU!)*(01PI04IY`X<'V#02KVEE&66J MBNH#-6NFHY^W!#917CG2WUVZEFC+*2VDT`%/I\SB4SP%W0I%"5TU/23QY5!\ M.-,!P>!PP+@!B"[,.18`4_HPJJ[K>Q;=;Q^^9;@]HNE*@N*"0ES3(\*XTQ?. MNLK![6W6>]=9+L+IFE0!05J>%`O5Y\<4':X%)=UO;>24!^WK"*OC3+^GSX8S M:Z].M^M%MXYI!*%6H[C>[IT@N!J/'P)Q1=J!>75O9VBZU8(\IB[I16)S(IH! M!(-,Z9G%&:;L+2)>TH4"B%W4:J:G(`/7UC)<@>&%G.!9HD[RAB5Z@0Q8\%'] M-,*LF,[U2I.T:@PD7YBTHW,?ZU%S''"SCM@24V=RL1I@:GQ!X"C$M'[B@*I\^)PL2XC MN1:(Z&161@>2D,*5Q8>O;D3;R#:QY4>@[@_>IGBT9AC$F;OEM%=V6"2Q1HE$=*B6,?=<>\,/6\#O,ITD<\++L2"M" M3`M?%O\`*.)KMY2_5)&/`EC]`I^O"Q?(F`DU4-<+S"2,U/.A%<4/;S/X-211 M24[B*].&H`_IQ#24D=_;N#:Z98!QA6'6;U5_F&W21LHE$>D`T8%"`30&AIE7! M+#>E![.V3S@42NG0VEOO!A09'!9&IVN"R;;$G;*$A(S4*3Y::CSPR,7L,;6! M(110Q5=.N@J17/#(NUX<]K;51!$@C))-%''EBD%I1AF%#L[@,":T85.06@KP MKRQFMQ6-&75(:T!)I(1T@BF?WC]6*&K0FY:Y**P6,!.MT:KL`36E5H,:CG9&8G5(M`VGW0:#)=7W>>*.0OAZJ`]%2NNI.HD^&EJ&AID,0\4:U#%5`HPD)5 M77][Q]B@X(::#02"XFD%83\,:A4%5&=`>())QJ,WX+.)+K;XV0%);D:5#_<0 M#.@'D,7:CI,YH$<<*31A!50DI35S"@45ZY?O9XR[>K_@]8M`87CMZJS`L2>- M2*!B/.F-1S[`)'\.6UD@6Y(8@!C56KGF#JY\:XMH^L,0:4EE57T*-((][20O MNU/(88S>%D6$7@TU>3/4Y-:#2/TXC),(>K(T_E1;2`>_:YC+_P`W%B&*>F"Q M@O*.@(O[U54BII\S(?'SQ&-!S.60JRF1VRJ#DH!`/'$I9REK:?5\)E4J*,:$ M:Z\C0_;B7'@:%W84!52F31T((^W$<@5TTS%$1E%)$UL`&+!L'"7;#K*CQ521]M*XAD!N[1Y(7C5(@6C90&%14 MTH3ERP76NLZRDK-)[*92J*T4Y,3A>D=U?=/^,*C!#V:;O<%2#`&!XC6/UC&W M.EY;V6WTDQ@Q,VDU?-3GF:BM,L%,SY$LII7M@X5"I+$,'J#U'P&!OO.7070D M628!5`XER5HHX',<,.L2*?S,&]2S5#W9$:16(8+1?,@8-:R*PK*98W9$U-([ MKFPITD>'@<*X\GB9^2K]9_9B'"I:X`RC4GPU']F)!))==Z3X2\%^_P"W]W$U M9,)3#<1*5-J#&\H;O*]6XT\.0RQGDYUL\F^VTK*TUNI>-JZPW,95X#QX8;&) MX\@&PMKBZ=980M`2*&AR8:>&*S3UN3B^S'\O54TQ2/&2*,U:EO,UKG[,4@MT MM%MT]`%G80NU2M6#*HKD*'CG@^IG>4>*QC13"CNBK32`W+D<^>6-8QOI%K:H M8*F1U!JLBAR1D37WL\6&=M6C&UDKH$73[I`&5#7C@X:Y4C=Q.96'2Y#K_4R4 M5_3C4@#L71!'$2*&K]5,&5N6(9K]'J1'(-!&D5!9AGQY8N6>-55K* M:V,X5:JW5KXA@`XG%1/`TZAP(EJ( MH2(\N;D?H48U!VO'\A%B2J.VE515.7`:C7ZP@&,M`N4!MV<`AE9:$$T8D:JC MQ-:X'2393!:"*5/C,9.YU@%@"*<_9A9RU2WN84N+J,2JB!];&M7).9^RF&8Q M>O:KQ74<,Y;0>W/3MM]\^U?,_3BWD_2XLEQ927.3*000!32P/3R(!Q:K^O\` M!+U2;?\`E+Z2-8N+0'F:_-1>.'6?IBFQP"2PN5+M5[^]"J*9?ZU)GPQ"UI-: MRPE-$LDBU%%9AJ%`>!IG].!J#)'W%U+/)YBJBA\#EA`+V1E>JW$H*`@."*U/ M+APQ#0WC"(BO-(C(Z`K44S/$99X&ID'-M)+4&658Z4()%6RIX98TQY"6)XW^ M76:5B!\,U%`/!CIXC`;?A>:RZ`SS2.U5%25\1RIBT]8X02+:Q.9',B!68U%: M4HU,J8#!1;$BHN):'A0K^S"%)+9@?X\ONL>*TY>6`P#Y-I8;F(2OKJKQ,2,F M"JRG@/O#$=RCVZ?,0I,)I5UBI6HR/,<.1PRBS%9K5N["#/)0L:U*\E-.6)82 M79X>PI2>9*R-2,-TDEB.%,O'!.K7?O5H[*9Y54RLEO%U29C,KD@H1P`'V8!X MA."DU_?W<,\C-T6UM4BK$>\0*<*G#&;X:<,-WWEU2:E4OS/*@\,35PS2Y6I* MZA^Z^?U$`?;B`:JKFAGECRE<6FS.58+.5B%EN7:-@6`4T#&N=0T^S@<&-6JH)8D/?+:22W=4YBN?4*94PU2.Z01HFFE/'2I6G MTF@'VX-.%YI99#0,\4@.G06H=/,J0#7/%:.LYU2""'N+"Y18XJRM$*@AB*5? M7^G%#VO*YV^W6YU(^IE!4^`-?&@H?#%PM MJO9*VU+EG$R5`2%6&H'468D?A`X'/GB%1'9N= M([4L@I0=QP@`!J!D-9^G%5.()\M.K%GE$3(A,82I05H#6O'(<,:9]X3-OO21 M1O+(L@DD!>)1I(UM4FO[J<,74=S5Q;*LKFK=)U&I^Y)0'/R8<^6,UN$G27O+ MW)&!4G45;.I&DGA0-T\,9=)X,0QR2_ZPLTKHSLB1:E4K7(D-G6F-1GM\+6R] MHJZM*L,K,'Z@?B:LB"14ZL+G:9(=KU:ZBF@E%8T.H$5-,*WA6:(M.FI&)UD` MACJS2M0IDN1M5*NT8N+3J=@#3YJ+(K0UQ#1_2SJ8;P,:.M]?!5( MIT_-/F/'%JSVV)?>B_K?^$XFH%)$TDC-$>V1DSC[WD<6,[J8YP?A(E)5R*1$".4D-JH8SQ0E?HY?9@A MJ)0ODK2@IR\L&-V\0PD$,88(@4-FU!QPL4 MG\D$[D2C4C`50GB%X$'D1X<,%BE]$;F-VF[90QQ!-3(:9D-4MJYY>6!NW^O^ M32&4)5T?46)8ZRN550P.B[R1B\B(8'N*4.?AF,0OE6,.\F@$A(05)7*IKD/H4 M86)YSX01=HQ+1B=1FNEJ'CX,<9VNGUBYNF9%908U+%7:12--/+S\<6G"\LZ% M7634S(#0/0I3FU%H.@B74$*)5]22J&C-`32H93I!H2 M:5S#'CA#KH2H`)0+A%8]-0=0/$,#0=(&*F+J;N=E.D:%J=!!50U*`5XGCX8H M+)BTDEPD<3R2'N,P4J@RJ/NZ3QK3#1UY5B([0N;HFL;'N:\D45XJ#R'CB@[< M!O>KN,9-JY6!7`$PRUD9G37.@\<,Y7;B&6K($+@4D#0SSX863.9KERPN>9$2"=0G;11 M(#T$LZ^8;4G;63J2A4DD``@\L2S5I!<49J-DASZ*UQ&=?R\'^8?YF M7/H_<=OM8+%+^YO[2YN.VTAB95M`@1:JKBLTLRQJ6H`3F<"LJT_YG;?!N-\N MZ*;%-J=E64_%+F"S2[W!6$8H!;)*HK7J;(9XJ)/RWU]9;/<;Q%M=O/W;Y$:> M2%48A44*K!V%51JS)TG/ZCA3$V[\S&;T_P"I-WFL%MK/9;^XV^QD>4E;F6%Q M%5M".R!IW[?2K>.(]KRS/4'YI[!)/;VL\WYBFL?F16)83;\W?0T%Q-WKN5`.ZSN;> M8HD=J0DTCL%(5$8T+'+`W>O$Y/6WYF>E;B8P1R7!G#O$8C;RZA)$T*R+33Q3 MYJ/5X5SX&BS]?RCUSZS;TYM,5];VGSM]-=VMA:69D5.[+>3+$JZEUD4U:_=X M#%K-Z^REG^8GI?<-SNH8]P[V"E;J/XBE:%>>)<'+-"L.AA3@Q M4C@6S(^O&F(I-;6S&9C&M0G$``US-0<6*TI8/=F$=D=6HM+J``U$5H:<,^-, M%\GI9G)AKJZ!,>C3*XJE2**:%,$5BC/*-4D2J(GKVI*>Z%R7@.!/#QKBE':;/R/WO@QO M)`C224*QBFHGV$QFQN70UCA2_A(=3` M(=+$A0&RE!>,55,F2/@:9@98L6TO!>*`D\:E(Y*_"J2* MJ=)J3D&'@..#6K%K6Z57F-Q)I9FU10$@MI.8(`SJ:\,.LR M-F#,*UI1EX%J\L$\M7P+!&_<;I*P!AH0@#PJ2!C;B*0>W(5%&[XI[25!.,NC M,ED(N\CT,DF8J`%[@TDUY8RZR<&(W@6,2ZAW"6K(34(PZ:A:'CYX6;KET2+$ M+:8-'!(_S":J2:N/B,^>>%G/E-W/$MJ&,@FWD24L_W^!4\5'@<2P*]`C>.4>Z9$$@^G)OHP5TZ>_X-,%*$-[I M&?LPL%X))7C"K]SI+MSIS`]F*"WX5NX3VUYG?NF:7^+`=0+(\C9<1JR'A@;I%/1NX;7:6&QW>];/`B7"7MKM MUQ=W09I5O?F%8*65GU75`2:UX8E>+AFQ_+/X_*3U&##*\6U,EL2_5<;@17Y[^9$L,]5;@5/[ MN6)523\O=YN)KA;F#:@9R\DDU=P.MI[X7TIU#\:]C,LNY]LRA*OG)IME5*<%%.&)&KS\O_7ERFXK#<[3#>WUC'M<]Y_K9 MD%JK,[)&*A$9S(VI@OAEEB:OB`67Y9?F)%!8)=;CM5S<;;'>QV]TD=Q;N3?: M=`:U)_1?KVZ@V*.\EVFX/I^6.YLW9KP%[B*(Q+-/0_$ M:CL<^9KA#'M_RF]0PE([<;5#);I:""5);[N1M97$ES%("21K:69V)3 MP]78P>O]E6[O+^2RO;#7)>7<4;W3#!8>M M)LCR*ENY5-1##N*$KEEG^+RP-[C$NX/4]=R"RR+="X;Y&303%V&ACT@=M=5. MYK!IU#C0X9&.W8&"Z]8B%PUI-;7!TX4MN ME]ZV6UM9;2WDBG>QE-TA"R%;D3Q".C!!J.@R4!"Y<0#B%$EWKU49;=/Y,63I M,LC*S24[;EJ'IZE8+P&8-*UQ%5-Q]51U'\J:&'5H"())%%&BI*R^^0VMLE-0 M`:UP8=`W2?UK:[E>';K1[N**2+L0.H[#0FV)G96`1M?>I32:\]*;COEX"FZ6O8[*1!9F!#RR,@:1LAHIJRHO`Y' M"Q&O=M(AF[=35D']D8Q76$50K)K8ZD9)#4D&H!SKX=1P-^C%PD#QJT M;+V$+*V60KGP\_'#0SMD1KF[O#*R:99&4,%T2E16@D7QRR)\/#%C.M6"*.6% MK9W5;I26!6FHXH8#A["<-AZ7S_"\",Z#NFI0Z=(X57*I\<48L^5_=NO`2+]J MG]AP-(N>Y1=!`&I:U%>?M&%0*TB!70YU*E"BTHM&%1D,6LV?)B1`8G0#(J10 M9<1B,"=ZV;,#QB)K_BX&IY?#_P`\8SNWJ>*R>YMX4L=L>WLTN'81?-;A+&)V MN$16=H1:1%2$ZFU$"G'%02]:7.UW]UO&Y['NMI!/>['/L45E21*@S(+=@VC2 MD4<2L^FM:G3XX0M:VWY=W7JJY3>-PC'IBUL=LVG9[2+6.[!MS"Y^-H36H:Y" MG34:M(KX8*U/`M[>^CM\]6;_`+AO=]'+ML5M9V^R6NN15G6TF>]/?^&75'NN MW7,5"YX(>UY9UEZ@WBQM-ML[/>X8K>RC2:0K+,BRW;6L\]QW45.M9MRF37^X MHIQ.-,8V(_6K7#[9!-OMS!9RVRS[H!,QE%_"T)T&320D,HB8$1ZLV;(94"I< M;I:3?E9NVSGU69?5>\6P^=DEDN6B21W+RV\$G;/;1D+1U'MPLW@]ZL]6^GMS MV_8H]C:UL?Y7(UR+>6JZ)+.VD.WPGMHRF,79C8BN6FN(L'_BG?D[LS[Z+AHO MG)K-9+B5OCC;X[6SU+HH`UP\T[Z>#`4Y8D$-YW9;B6W'K:Y[#?,)'HD4QP_AKU-7QIP'EB# M$],`64U]LSG2-I8"UJ*0VK_`"D7&A,G*0YL/I.*&\KQL357R=>/GYC$)0+M(X@UP,I,@0N1<\%& M7/PPK/@&WM5,.F<"2X0X#Z\"E>?;:/5#Q[FT%U)%<+*S[0"_ M^KF!0C0Q\=2U*%7U#F>5,2GR:N!ZJU61^796$AFD:"=9%&H:FBF601U6IT+I M)\<1&V:'U.+2ZAWB=1*DSF":-5*R12T=5S-1VV8QYC[H.*"^&L+:]5BPNM9I M0!T6G_=TXBJ]_)"*747;/`2KU1$^9XK](Q"U+7;55$*R.V2Z*L.%!?461]*Y>\*Q.QAT@P,&C)0B@-:JM,-C.LS894=;L]R=9X',:+=#4T8I6G3R.&,=C>V M3*^L2@:??&E2-53[U*9C%%V_(UL8UEN(U?-GU$("U0?`CAB@MGHCZM0G9XRL M941W-I2M!0&ZB!X'PQ6&4'9+BXM[>Y,,+.K[A>ARS`)4W,E&!S/E@::$UQ=2 M-$SPD4D"@1\^DDUKI:E,6J=?FF)KEQ&H6VD!#@A.FM%-:T!.6$>.%);LS6S: MCVB1J$9H":9C,GGY8JIU^:-.Q"P@1$`2+D"N7VX*Z=)F_P`+I(ZRRCMMF0P' M3S%/'RQ,Y^59YVTJQ@D&AE(/1XT_%YXE)^4S3.5'P),F7\/C_6Q&0"*Z"2@" M)ZF-:J-)-1D,@<+-SY&-S<'A;NOF:'[`?UXAE*F2<6I`A9@(F6I`4C+^L<#4 MET:XN9!`LG8D5D(90*&IX4R/WJTPT3R.MW&30!J\Q3/$)GR1FN8KF>2&%F,B MHQ%![KJ5IY\5P5OKP+93O<0QS21NBTJ$&9+`YZJ>!Y8I5WG(]Q,="T1P=:\N M6H5Q42)%P0[#M2&M"``.>7,^6%F0.UO!)+.NEZH]"*5(J*T.)JP5W)-5#AA^ MZ:'VXM9^CA=KF&1U<<5TDGVB@Q*!QS0O+.KAM/3DRL.7F,#=G$0UPD8K%<*P M)(6-S4D^`-:_7BUGZU`N)9%'S`,"'\!##V%QP_PSQ+P2WSU#LWIVT6_OBZVK MO%;QBWBDN)'EF?2B)'"KNQ)\!A.\,K_[I>F0X3Y;=M9!(7^4;E6@R)_@>>)E MY_Z-)M>X*O:EH8M1,'%)57+P8XDW)?S6]&]D2ZM MP"K1@_\`*]RI]?R_/$*HGYJ^BJQH\UY'F6`;;=Q740>5;?.G$XEY$'YK^B#. M0+JZ)5BVS>=LWK9XMTVR87-AH^[.;SYEE[X0RGM:J9>Y M2F?#%ID>\BDG,:!(J#30EV`H1EP&K%5U\!SC=0U83$5_"P."ZU,$,YR\EB$D$UK2.0$DQ_P";8G(U`X'] MX?;B(L%RDI*$&.9??B;B/,>(\QB2MPP+:1QTG/P!XGZAAC';RK$@`MT`H!J: MM/+_`-[!6NO@GN.DDR4*#45#UI4KD>1^OPQFNG4K$8VO(G<+&^DG610"A!S^ M@\,#6<-"2*WCC:0+W)7)H^JA-!JJ37E2N-,,_8>_;VA4,LLURY:.0N74D9-G M5N%*\L":/?:"\'S-`DNI89<_(A?`?KP^Q26)6:8.`4/LU*0*C[,.#[1G^ MJI`VTD*I([]K5N`_VJ+QXXAH.Q3F&WN3KR:^O25S/_FI,ZUHN"M2-'B$6A9F M;IFK7J`.FM=:_3BTSK%D5$,#+0*RZ,O,:AP] MF)2<&<2*/46KG_X;Y_7@:GD6?*-#R#I7^T!BH%*JWO`'VYX0S([`P;L\T3A5 MF4ED"*`":9DY$^[B6<<+;=(T#R6[J=)^-%I!(HYZJ>QOTX(UWOLVQCEFB%=2 MBKBF8J*`?IPUF5:=7TZX_?3,>8YC#&>WX#L9%<2D<=9J.>!K=,XDJ\:N,\B, MPPXC$+`@XC:=V.2A23[%P-V<1,4529).IW`J.0'@,0U>(PO^4]U%'^7.S:B7FE69A&O6[,UQ(S'ZSF>& M`O5(U\8SJ:.V6/(UK(PIX^Z.'MQ4=7")9&#S=Z=0:@.`J`CGH&FOT@X&L$C5 MICU@K$C$Z6%-1J:5'@,-$%91'('``5B`X\^1Q,U:(4UCCU'[<\1B^(@A$E&D@_;7&77TR;N;7,$!-0"\HITJSYC/QQFMR(LH M+:2\`E'51NR0>=0:C%&K;.HC0(JRK(8C:PEF%,.,WL2V&UF?; M7E6"V2XCE;3/"">X@\0WAE^I)(WV@@H.\MQ:+)05HWS41XC*APL_;T M2V6Y58;Z,*`R[C>DL!F1\RY-<L"I"D!LE4BO+@,,[:U M@\,H)[A8D@:0"V1"URIQYY-7&]8S3L0A>1M)-'H11B*@"AR\L.LWJ$XC2X$8 MHM94=0,J])!_R<#ITX@UTB,:JX62E"/%?.GV'#CGN(M[^-U"25685#+0FM,B M00,QBQ?:*3RH)D*UHQ2O2>1]GGB:ZUO*UU$@@6I:@>/F3]\8K1(.5<<),_`@&OU M4Q#&=/?31[U;VIAKW8RQD#9#2Q'`CSQ>SSB\K21Q6]T5H(2!(0:_#?)J\.&1 M^C!6I;N&70?,D]MCT#J7+.IYU&'6CG1F*'*4<4_9XC`IV]!7-_;VY",2TC>[&H))P6MR:K!&S MW$KS%AV)/#?F;JKZ?TZM7\[VVF@!F]^7@&RQ->C\IN M3O$>KYD)%`[,3!!2NM:9^7'$R':_.W-Q>:1=1P&8?$^6A#O\)/=J.D>?U8D0 MM=J6TVKOP+<+\W\FTT7RL134C(NL"GO,M`3SH,0ILUCO+44F&KOE0;*,DFH! MH%SQ*+6J"2\N%DMY&5>T.NP4C)2/'$IX+_D]IC_+G93'`=3)*&8*J?Y^3CB: M$]03^I)?6%GM^VW(MA)9FY9&(:+5%=PABX*U:L+.`H^O*N(<2L*Q_,[<[3;- MOBEA6^O);<--)(61Q(S`KK`6E"K'W1R^C$C"?FCN<1E>7;$EAA=TE6!I&=F5 M+MM48*^[_J5?'K^N$,/ZVW"^WC8[*)H8EFO(6F>W8RQW5K+'=%6B8K[@,":Z M<&-*^,JT?6'KB3T]>Q6\5NERTJ&5D9F5J%7"D&A%-48!I4Y\LJRC&N?S#W6Z M$-F(TL;OYVT4RIJ99HGN+7N1Q:A[PBN3K\!G[(FMPWWU#8[]O]U!(TNU;)+# M+<6A`8-;R6>MUC4*6U=Y@Y:N0!'EB$7/K[>FG6.*ULY(F-DBW$XM`6TLQ0YCA]& M%F>#:_F1>"62*6"WN+J":\DA6-G1IH+6:2,1VXHY>4HB,1S#@\,&'[R-#T7Z MDW#=QNMY.Z7=O%?$681@$2(VUNX"U][J=L_&N-2.7;M9=\QZWNHEKKNP%#@F M1?>`KR-/+!C<[9-K/6Y`M8P22YC15!-"5;JIYUR&,6NO6!01!I%0$_%8%QQ- M3QKC,:M-PQ6TMY*L([8,.DB@I37Q%.1\,:]G?Z_Y5[JR0E6&F!U/<4!=-&)! M-"#BUFP.SA6S7MQJ;>LF2J3I92PXAM0R'X<2P]`HG2YCE-6UE&(.=!P]G'"+ MP''`Q,V:S_4[I_*E,8HLDUJ"M*4T747Z,QB.<$M@ MC4F],D3$?S&\"RI2HK_AM&1"765CT0JA9M2BM!3A[*XC@MQN M7>@CT*Y=9`1(48>Z.&H"F9RPB>\^#UO>Q+"=<,D3)3N*RZFX5K45K7#K'UP. M*\M9XV<)*:MK4A&#+44!'#`<+2[F>_1%><(X&G20V69S`TXL:F?(T6Y=R.!$ MB<$%=6L!36F65:G/PPLR'0\I.98>03+]>)GZWY+L](K@N\A`)X+RH#RIK MUNSE-TT)AR$CN633J5_Q#RQ6B?K_`/-&UVG.,T/C&W[,.B_K8VZ/"N[6+1AJ M'H>J.U036F8KRXC!O*^G#40*]F$#%D=2I1@>!RXTKA5EEX*VUZEQ"!DTZ*$D M#!CH9[*>)]I//$IJT5W;=^;XJ_=YCPP.EZW(/\S`>#@^S"Q]:[YB+Q/U']F) M8\%^;%Y:P6.T7EQE:6F\;=+=.R2,J1J\E68(I:GL&(WPQ8O6_H9[Z.>YW/;_ M`.$]8D6[T*S.K#4='4@5ENB^ZV"!Y=2L[72`CMH.++XC$BC^ MOO0C;1;6Z[QMBN!;]RLUQ44==60'*F)"0^N?0"W=L3OFV,0)B9VO)U-6((KJ M"_LQ#E\6VC_J7WP_FNUC+:VD7I>ZOQ9LADF#)$'[8N3<:JY#K:JTI]>)2/T7 M^4`E;\MMC*L%1HI&4@$DJTSD$%N1'#$6GO&];A;;J=LM+>.X<6$VX!YI"A+0 MR(@C!"D"NOWN6(6:R7_-':Y]B?<[&"4L()I4AN(V17DBLFO3$'%1D@%3P\,1 M.OZSFCV2\W'Y5*VFZ)MO;U,04:YCM^YDI-1W=6FG+$G6_KO;6N+U;P=A;"[F MA4J&8]B)80T\@(4HH>Y4'Z\0HWICUE9[M';1-$R7UP93+'&KR1Q%7<*'D`HN MM8ZBO[,2CTN(A-E*C#(M4'S`%<(OE,K`+I'O,**!QQ*UTB((2ND%0,E/#+,8 M%9P57;X%)C10NH`ROS.>0'AC7VKE/U3PK)M%BX$0CT*@J'%:@\L\7VI_U=?& M*R6T;6\,-"3<:4(/!4`U-3Z!]N#6_I(#=]$I8@`"I4@CB#2@%1XC'.NT=;BN MAD6G`NR#,A2*GZ.&6&"ILY`FX341BF@L9>+%L/7,;OOVX9LW@\]K"+RW:A6-B[%> M!#Z:J1^S%^NW6OUSBHNKZ6U[5$64S2!`')RI4M[N>0..\:HEM:(T_>6BR29Z M2.9&>9//P`PQF\^?"TI9FCMHD4W"%248A2J%&R"C(J.R2K>!0&,P59 M!0T7-NI<_`5PL\#*U422*-6#G2\9->VQ^CAXC%JO6>R]Q=.-!A(BK($D)6B- MI-*K6@^G$NO_``,+7YJS1?F&D]PL#I494-*`981F+P6BK2'N2(R9A6?N`CQ& ML'+%H^H,TJQ]Z-U#!XVJ5'23PU`GAX$>S$>N:9N;.?67%51!J.8]IIAT?6P">.XE:1YHXF[(5EK6JD`FO$?IP&Z-%/* MELC:T-%!TLK*3[,SB-O+!G?=HMZ:U$9$,EO)*LJQAQ\R\B:5U4-%*Z\CE@C7 M;U2`WWU9;I.+BUF[%O']M>!O=D=>>HO5[0 MJT6W/;3:6+HJ-,H*B=:5*+GJB0^QAB`FZ^H/4MCO$^FU>;:X;I5U+&:F`V1D M-#I-0+B@U`_NTKB2-EWO?;O?P+[;984E=Q`SAU2*!(UZO=ZF=F)&O31W@J?2_IT;J MV]1[7:)O3+I.Y+!&+@BE*&73K(Y<<2L:<;!D!'`CEB4I&_\`3^TW]R;B[@[D MQ@:U8ZW4-!(P9XV"L`58J*UQ%YK=;G\IK>:XV_N;BUDNUC91/#\ MM*Q36-*F'H\`,20WJ7\I!9S6IWS;!;/*FYS+\Z@K(9$D2\M5N M8)K51:S31VNY-$=;NZZJ1F.3J9Z/GIK2H!Q*5K__`'.]!ABDF\0PN)?ERLPD MB/=->BCJN>6(K1_F%Z(N9E2W]0[;(W<:%%^;ASE6FI?>XKJX<<+%O+:VW<-M MOXC<6-Y#?1DZ3+;R)(F7*J%ASP-2&)1J*IR)JWL'+$J!%!09_1C-CK.UX!O8P7D0.:+5M-:]+4/2/;CG7>(%`@Z^A:'@=2U)ID1S MIRQ`&4:[YS)U@1@@48*6UFJCARIB]NDO]?\`+K80OJI$@+N6DC5:#2*DUSX] M6&,=[=AFUL]OF?5"V;:Q*A)+.FJE#7/(@8I(+VJXTP+/(B.R1%4CU.U*C(Y5 MR`KB7E6*W1_F[9'[;%VI[P:E!SJ,J85VMXK/W^W`VAV+:Q'<6BH03I_VJ*M/ M9PQ1FE-BE$;7DA)(3<+\&GW:W+TH>&K.F//WN=@T)9(I+J`!B[Z79GKEJTG* MIKR\L;EEO#IU\4*Z,$VYI$P?4J!F<$%0QJ-/`MK.=,=(S1((FM0XEG[T\G6` M,FTUT\C7I/#!(Z?L[2^)D#MK5(YQ<-*S.\FJ5QJ#:M!4$5U'@!EPPL=?;2UF M)"[NW;%)(K@@L=-,PXKRKA9SEG2[DMFH=YGD)4-.O&NKI4!<_M.*-=[]O6`M MN9O[9UF(M[1-+?&%78^07@/#$)9*U(+HQVT+11O(\<:+*2%12*95U$4/AB9W M?`TR74L7>D(32`T<:AF(K^+A7+B*8:)/D'<-;VTKM)2&-"&*I1EXYZ6KE@;Z M\6&XDAF1>Y*9=2CI)TCA^$4KA9MY$LE"0!`H702F0`KI-*Y>S!#2&]O+%;SR M6Y(F':8@$BJZBIX>W$C48#6$`WJ)%*YC]>(WRR=P7=8_5%DJ=Q-GFMWC M,L&G4+D.'57U`]';#4\Z^6&B3@J9/4Z;;-!=)<2R0ZX7NK>( M7RUT]0;"\9E3W^.H;W?/$7G-U_,K:K:VFN=LA%Y:6\RQ7>Y MSNMEM\>KBWS4P"S4\(`Y)H,2>;#^L/5-R+<]Z\@1V2Z+K+M6SF&5>2==[>$+ MD*M&AK7!IQN6GY=W]CM\<`WRZ6.%'C6UVR.WV^!$@8Y#)W=_WIDD2-"B7IAIVP!J M5H%B8,VGJ->9Q)>7\N_3LI=Y9=Q>5V1S*=SOPP:,46E)Q3CF!QYXECG]`V!; M4FZ[Q'6;OL!N5TP)_!21WHG[HRQ+"_\`]O`!&/Y_NCB.1I=,S6LRG53I(DMV MZ13*E,294_Y77,!AEL[BSO)K9).T]W:):W'=DKUK=[=\JT?('X;TL-(Q)I6'YE`QSG<;7N16JJ+J] MVD_S*%)#36CP1!;R(I7/N0\.>(97IMFWK;=Y#7%G<0W4,71JA=9*/Q8.HJ48 M9=+9C$M]4[>'N&.V'^=-9/\`Y:YM]>0Q$"^MT,NH1AG<54US!%-66?W:8S8U M*09H]94'4LE&U(#36JT.3&OT?5C+88N%:],8.J1HJMJ'30DGJKPPJ_\`7@Y: M'N0..WWYF9JY:4-6)!)_17#K':<^1[7LV\KZF' M(`AU^)7.FG@9P-^F1Z@NIEV86S0'X=S9Q MED.I:"YBZLAEBE7U]Z2VV\A6.\B90S)N%XP%&(SN9,C0<<>;]G_83]=O+1EW M!/F$10>DDGI-:%2*XNEQKI^NR4.&*.":YN5E[T\H)574H!4!E4D#@*YX],\# MZW0;=8FN>_-(_?EKJ9B=().48R^[B/TM]<-#YJ(21DO0*W0-.IQ1":\.`U9X M&IUO(%[N^WV2F42)\P">W"&(&H]1++3A1\:98>&/KV^#MA?-\JIDN(V8!J]PTO!;P*TC M(D@D&O6)0I&A6JIH=6J@IU##PS>O:+67KZP^3=8X0$MK1[V%B[:9XX5U/VW* M4-&Z6KU#CIH0<1OGE9OS$VBXCN>\/E_E##(FJNIBRP29AE32H^8"U/MP4]/) MBV_,/TX;*.X1Y-5UW)(XRN=57NLK4)H5C*L?;SQ0644^K;'^3QW-D%G62\@M M%J^A"UQ<+"2&HQHC-GEAB[2A0_F-MDUL)(XF$RRF"2)R`O<60(P20`JPH=0/ M,8EBM_\`F#:VUK:RO::UN[-;S2)*A0\\4&AB%-/X]=7EB&)7U[LJWSVX9Y-( MB>)T4L\AD6JA$`)-8AKKA%W/X;FJ.ZD!B=3:(=14GHD<'E^ZOU$X-67T>2XB M8'J`(R()%0<1FLG?_4NT;!;W.Y[G-VK*")-<@&HU9RJ(JCJ9W8T55S)X8&LX M>/N/S)W^YN#;6=G'97*S*&L&M[K<;Y;>2NB26*V5(H&<*3I>4Z?O9Y8A(K_) M?6>ZPQP;A'?7=O\`,.+B.]FLMNMY(S3K,-JEY,P!]T&13X^2%]F_*1;1;9BN MU[>T1E[GR=E\U*5DY"YOWN&KF=3:,_9B34?\N3-!0;_N!8PF#XR64Z4UU+%) M+8@GR]T6&*`&YVG;)B!$5-21#'J]RH!Z1X9#$6KMGH M_:HKM+K5)N6XQ1K"^\WI$KJ$-=-O&`L,74/\TBCVG!K69Y>IAACAC"1BBC/Q M))XDD\3AQFU$\RPPO*V805H.)/(?3BJD*165Q!$KPR'OFKRQL28V9C5A3[N9 MR(QF1JV4S;W2356A25/XD3>\O[1X$8918-A#L2=B3L2"EE?5VXJ&3(FO!1XG M]6(QE;GZ-].;G*ES>V:M?(ZR+?Q%H+D.E0I$T)CDR!I2M,0>%WBRWKTIZ@CW M"*8RK.RQVM[*R*^Y.^O1MM_)H54D4G_5+ALON-4G.%CW'IS>K3>K+^:Q!M$Q M[1C=0)(3'D\4R`DI(KUU+A&_)FZUJQ>-:`1L06)!&H@`\3@M/6:2CMHW.BC* MM%9W\&[..25'D5C$S MNY537W2W4:9?1AC/8&Z?;VMWMQ<+&87ZQ49%B15Z\SG3#D4G;U/*5N(&M)+> M-UE:NF-JDL_WLS^(#!NG_79RZ$!EN6.I660.(VJ#T@*34\:CPQ"WP4]1KV]O MGC!JAGLY`.2EKN.HI]N&,UF6D[VMK=R)"TVK7TX+&I?*TUNLC M]^D>9(\<1G-X-+/:M';JK*8@A5XJ46AHIIR!%>'ABT2#0.U9(Q M18I2PBE1@0#3@!RR%<2H,,@19_F'++0J4TG22*ZL\R2<1^$AQ'0K'<:FB` MY4T5`/GB3+WRX6#^76?;26+9&(%XKV*#<+G;K MO;X=*M$).W$\H:&8+V90VD](D#!M7NZ:XTR>]+I8;GL]I?\`R4,4!."1J]N46FT[8UDD;V4`6619)HS%'1G49%A0@L-(SPP=K>#A MVG:V`U6H/4O MJ=F98;2\LF6)I$U265E$[L3';>ZMU?E`-F-EV+:X= MMVZV6.WA!S:KNS,:N[NU69F8DL2:DXI!>U.RP6,49DDCC55XDJ,(VE1+;=_I MLI"-''M@95\"0<&M\YY5MY[-;=3-`88ZMUR*-`ZCQ(K3Z<6L\K"TBO#7M".T M_JZ7D_6J_:<7D[AD6EHLJJ(4`"&@"BG$81]KB_R=K_HE^K$/M25Y';BXC1+? M7'$1+<:`*C\&7//.GEC-:EHPBLYI(F0*\;*Y!!R-"N$SM9*F?:[.51I3MR+[ MDB\1Y'Q'EBL$_98'916\HD#PKKB;0SI4HQ_=_6.6"'MWORE8;![DQQQU[=0Y M%=-?PUKQ&%??M@SV=DBEF154"I))H!BP?[.P7RD,M.W$$C_TAK7_`!0?UXL/ M^R_+GV^SC,*)$`"_5F<^D\<\\6&?L[RPI(TDOS=NQL M+\-0FO7;1G(#WL\ZXK%U[U[-[2VTR:Q61V5TMB[%RE:Z34Y5\,9QO_9V1\G! M"SA8RY5B1$-2D#D5-]\59K& MV:1DFG:2X9R(E$C!E7DM10^9Q8S?V6>(#':6MN\T-U4QSM\*5C[S+]WB<_#% MG+4[V3CTF+;984[D::7D`523FE5H"1EGF1AP=OV6SE>2-99(T622.4%UDA:2 MA<4'/ZJ8#+PS=_CB%E(%G9_BV;,@21B`6`N9*4Y\?T8<8V1IS3QV\Z%C\%B[+(.H`D9@T\\\5,O%"@,4T^@N9 M&KK,AI[N@Y@CE5N&,=.VK="ANVU*LH#N?=*T%0K&AIYIC$_;R;5;V"&5K9%7 ML([ZE0&G51A7+SI6F.E;Z^*L;6!=)=5*5*(26T](+!M(]Y:C@<++-8;O$\T< M,2J)I&U!GS`(`0BF8)4G[,4X/;M>W^!Y9+Q]NEBF@B".(FT!M2AB]"K,3D=* M@U\<"Z<7@QM=W>+#;6UU%"B:462IS/3QIG7JPZS89FFEJ_2K/[K",Y`C-6)K M[PIEBTX/*UOH*Z0[,->E:%M0%:G/"(#-<)J!`Z:+3+WB2OCYY>6>#3B)(9H7 MAC`UZUHZT!4E3J49^WGRQ>%Y'=ED:C,.VS,DJAJYC)5/@#S&&LQ.WD10PP&F MDH#$1X4S7+PPP]O*+M_A7,Q/\%&1!YE;Y6(\%6C2GVMFJ_17VXD/!;0P`B-:%LV8 MYLQ\68YG$GE?S/W3U!M7H#U!N/IU7?>[:'N6"QQ=]S("E-,5&U91NE1Q/+$'H]JV[ M?/4^YR;M=7?;CB0P7NZVI?Y>2W>KM9;2S-DONK-=A0STHFFG3)[_`&?8MOVN M".QLH4MH+2)([:&)=*1*"W2@_2>)YX(>W,:+2R*K*5'=H3'GTL0.%>6-,R\Y M2UH9;SM7,ZA40`QQC,%Z9O[/P_7C$Y=.V3B&1_MA_P#EC_*.-,^E;5%>TT.` M58N&!X$%CB#MO8M9PDFIT@$^S+!#V\B'^./ZA_2,*])GF2&%I']U!4^)\L2D M#LX72+5)_&E.N4_O'E_BC+!(K09K1ENA-:D1S%6+@^X^8]X#G^\,\6-2\.RD[%FH(N6'N@CE$>3?B/#Z< M7\'?GR.C*IACM(_A@-1C55I3SS;"O5TPMOU:Y6[C\0#[H]BX6=%Q`*45EA\F M)_[I&(SP)J%:X/W0#+&H"1`T(1F(9L^)R7Z,&G.7S^V5MM_,, M23&"WB7=Y%CA*DR&#>K36K5HV@O>63P8J.O:7P%+(B/V&$A#2DJB@ M-4,.()/B:^6`ZJBW$:)E$G:;_5E?(9@ MM]#_`%8Y=NG'`PEM^X->N\4R"VNT;6(R1330`%>9`RKCE]/@2-2Y:W1X"&S( M9F%22&93I/'QKPQZ,=)XH+=]I@[+V(E("DZ34>!&9`%>'#$/)B,@!F449J,7 M`(.L-^]7CX`8=$F*W2(L6B162I70:U`.1(J.(KX8JUUO*L4M+1$50K`'6!3W M:$@4X@95H<&K!PB(T=L&"LR%W52H%:U#&G'&I&+7,R)!-(K+(B*5&JG'A@;DYBKLBR.)2#1CD#IH*9$'E^W$`T73"(G<2QHR!"JE@@)8+0CJY"I MQ0VA3V+W%RLD5T]LDH1A&$!&1YUR\`3A9DPZD"P[;!(`)+B%%9'H%9VIF,OQ M<,2[>1+K0-O6I&F1H]3$T!UN-1^W%5U\HN[YI+:7Y5=2A&+7#],0%#F#][Z, MO/"RO9V:+&SN3),]5:5N-*\!^$>0Q1=H9B8E:'WER;VXA%\19>^;Y9;%MMUN M-X28T95CB0%I)99"J111J,V>1V"J,1KP&S>F;SU)NUU>;S,KQ$&TWRXAH\=Z M5U%MNMW))BL[8G1+I`:6126X&LS[?1(+81PPQ6D2Q;?$JB*W4!`$6FA444"J M*<,7E>#$+!KF4C\*>WBV)K>`;L-=.;1/<6C3MY<0G^-S\O;@6<:<````%`.0 MP@K+\PU\5B=4I$"=2EJ]1\"N"M3PK:Q;@L0'=BI5LNVWXC^_BY&QT%ON$,8C M66(J*T)1JYFOX\64VQ4G'*.M2KW&2MLJD22C+7F*JA\/$_5@\M^(HTDMPWRMFO;M M8QIDG'2N66B.GVD8/X69S34-E$BH&Z@@HJ\$'L498<9M%8?%0^%<*GA?$'8D M'*P5T9C1034G(<,34\4":Z!TM`C2&M`_NIGR+'E[,3%A.6!KV[K/$7C@7(*- M)60YU4UU&E?+![:EX?-O7U\UIZPMHFNQ%*8-K>.40AI6[>\(B!C3(Z9G0#]X MMAJZ\:^KROJNH5"-1=3EBIIPT_7G@.<`[HT9LI&TE6%"KZ>*W@]>O,5 MO5N%U26B'65TL%6C5K6H)R]N"CK(-!=QW4:B,MP'=(!!4TKI]N-2L]ISA=H2 MLCRP*=-7,R-7J/+V4IB_*D]#0;A%VH^Z&C8KQ==(J*#[:X-;O7E:X:%Y(Z@, M!KT@BH)I04\:2* MXN(5>6-DMW$BMI9173D"`*%<^?/#GX MAU"%#H!T,H#=))!)Y9'#C'VH,EO9J5DDC2D@)+'B0"-0R(HRTY<<%C4[=OE% M[;P`]MPK$%1R`*D@UK2M<5/7M2Z"/X:1QKI*5=U5?`#B5U9\L6,WO?5-1VUO M,7*V\7S#+57YFF5.%`*'#Y$[6>UY;2!&NPT"A#$&U::+4#Q`Q8U.]XY4=+>: M4:8T4,`'`44U<&H3[:8%.U^5XS#%`S]M&99&5$``#$D]5?#1PP^F=MOE*?*R MV@7M?PT8Q/4=13(Z:<<1VZ'WH#'"8HEU1H&%0#4$4]VH/&F)=K9NNO+8)`BS MQH(1(CT"@C)P65J^`X8:QUMOL[]%(8PB7NXR**@K;AC#;ACI,K5IE7!C=[U]`LO3.RV&WP M;?8VRV]G;)H@@0L$`&=2*YFN9)XXL9^UPY';6S#..CC)EJ%3O0Q9P_,R M:5TD*G`FA][CGB-MP.QMX%M49X3J?K=@2U2>.?'!(NW>Z<6VMP,E%#YG"-`% MO#\^XT"AA6O]HX/9WA-O;6S1*VBF9YGD2/'"/M1OE(/`_P!IOVX,/WI400?S M-HZ'^`&]YOQD>.#.6OM<=<6S&\A$+]LZ)*EM3ZAS]TTZJ-PR.*Q3L6MTDOY$5$:ULT4JX#'4^D@%%-?=\Q@G+5XGY:R6L*(% M0%54450S``#PSQMSU/83Q;^TW[<2T":/3/"%UD$/J`9J\O/$=X6+6_)G9OP! MF+?57$S*CMW$@H*PKXEBS?4#3[<1T*>SMT>.25Y&*!NIG)Y65.>"'M_^0.>`I,+FS4ZP#W$%=+@T%Q.L3('TF*C5-!Q45%, M\1ZW=^&=ZDNI6L>T3)(K36A#Z-*Y7<7'4J_9@]FV9X"VUAV+A50%5O[]YBWE M>FN&J%Q&EO=:5DU6Q8,`:L%=PP][S MQD^5K-83MZ$QJD(`;7STY$4IG7+&IPSWMO8P(H[JREMI#J4@H2>-"*J?&N>) M>*SKF;NS;6675*JR%JM0A@H1LN>?U8H>TRM:%UCMRS<`S\.)ZSPQ'MY]/4Q0*>+G M]W"*;_+_`&`;=MSWLUI\C>WRQ!MO#ZTLX((PD%I'2@';3-Z<7+9G$7JL04>, M,0:T<<&''$+`4$YNIZ>32TC&)52)*:V8N:!:D#!;RW)PIZ>FN9=L3YI2EPK.LJLNFA#'A2H/ MM&%FM+$B1.G>'8D!1;"M?)SG@]M__/\`E"SB2=;H],(5HX!]Z0L02P'ATY8! MGH)$EOY"SDBU!.8/O?NJ1R\6Y\!B\GP>`5)HT4!5",%`R``(RQH>A&=$4L[! M5'$DT&)D(7.O^"A?]\]*?6>/T8D#*DG?B,SU&EJJG2!FO/B<1WBCI&D4FE%" MJPX#+,<\+/L7`2+RK/?PH%)2+N5)!IK6@]GWC@]MSQ3V%@*<4I(I42+^(T!' M,$XD^707*7WYE=P+=QB3=Y6;22T31;7MJP*#I&2-/>-E4U9:XB^@V6IQ'X&##ZL:$\@R0WS;I&%N M0E(]3,T6LL`?=IT_61@]KTTE%\^2W$1`XGMFOU:L*9LEG=W;R1R3N4C:17E1 M433P-$]XY^W&;RU)GL[%M^VQ0QRM#W#I729*RMF.0-?LPZ/KR*S.]U"(U[2A M'H6&9]W@N!J>&;ZF55VN35('F,]I7@"%%W'3(>W$&581GXP"DE[Z^8-7W:7, M@J1X8*U/3<59B10MU(2I7)G%0-7'+CR\L1]&(^Y*P!;2%(I4BH`YJ>9Y'$RS MW?LW9CIW`:-4D."1D>/*GTXE/(CR:IH"A*&K#G3-#D203[#^S`W)Q3*L#TJ2 M[O3JI0*$X%*"I`.&,6X6N[6:Y1ODY0EQKZ+A?`#4P!\VRYTPBX1;=K"7X4BM M'==T1W2CJ?4*<`2?IIGEPP=JW^N?#8DB/RUJ<@@4!UK0DE1P\Z`X:SUKA*#` MT(53(6HARXN-2N:C+`L*S)&VL*=(*U%02"" MT^%>=,L4Q7:8=.U;H-8[;YHO(`C54CP&(^TVKM&T1?4W>U`O04RZA7PYXH*3 M6SEGO+>ZTE;:LCHX-".Y(*#+/JI7#%W\M*W!=D'W4ULWM+$+^O%#W\L_U5ZD M79;.-+=$N=YOB\.T;>S:._.J%SJ:AT1HJZI'.2CSIA8>2]%>G%WF[;>[TO<; M<+EKJ,7*$F\W)&"_/KKJRV\(7MV<=!11K-25.)/H40^+(RB@U$/YF@H<2L7F ME2*)I'-%05-..)0NEO/.-=S(R:N$$9TA1X%AU$_3@QK0(]OM3?SJ5;2(XR!K M?B2]>?E@SEJW^L"W&#;;>WDCC)2;3T*K.2/#('+!9!UMM.G;+(_W'+"!!,S$ZFUT(6I.?4,ARSX8,Y.\-"TOK98`J,97!;IB M!?[QYKEAT?6C&ZN&%4M7IXNR(/TD_9BU8R!<-?;F#(@6$QE4`;X<@0ZB2Q`J MH_"./LQC=KKF=6A%";PEBQ-L>+G(RCP7\,?Z?9C7EB\''FABHOWADL:BI^H8 MTP5GN'^9C#,MOJ5PFHAG/`Y+P_3B:GBB*JDAEB>9APDER^K52GT#$R+INFIJ M=8QX*-1^L_LQ(":RC:X0,SEG1P6+MR(ID"!B.;*L8(RHDZM2U#C6_#[W/"Q^ M0KB.T-8>[+"XHZNKR<^!K4@CQKC-K@K26[ MW?YZ6!K;18M)3S.[$1:51=)HNI033* MIP>U9PO!4DU0J3,32B(I4A@S4%2?8V6(6`&(;Z+&$HT$H4JS@AF1F_"?O<#@L;Z]ME.6 MZ!80D:U+5/O$,1PR4&@X<\,8M6[4<`1HS1133$KYD,#5B0?O4XX='DJ\%@;M M;A(JREE[;L")%)J"=0/VXC+88B@A,"4!+Q1EM9D=C730Z:Y4K@7VJZ0Q"8*5 M=$4]U:$FNBHH3J\%SKSPK:K.`WMRH;*)WG6#6IDC=@A M&+%._R?00/;0R(2JOHTC4V52,N.-1BVZ';1QQEB[,HT%BQ9@`% M=JU-?/%&N]?--MV^]]9[_-_,8Y187MHD^Z0SLZM!83LXM=OM])1E-SV>_=,< MRNF/AP7/7U)+**-%2,M'&@"I&C%550*``#@!B.J06^6"-]NW@ M._MZ6^LR2%8V1W&K[JL"3PY#/%8.O;DP(`0")I"#F"&_HQ#?P3;M0WTQDFDS M2(*`:LQJ^0`%3@]M[LG#SFZ[B]O)8Q3&:&SNH[B:Z;4JL\HTB,&AU:!J-:>6 M#TKY],Z#U1>VTD[0W!N+.:0]EVE,LD2U=%8J7!;IB1F7Q?&G.TE:>N+F^O6N M[CY:2SC/;M^YDZ:GC&L5:K,H=M0`^[@;VR8,/66\);S1VOQY!(_:DU"*+MJ7 M7*K5S[88.W#\SH9$>4MJ&?+!Y:^V M0UNOJF*TD6")X+FRC92Y$K.-#!=3QZB?<9C1*\%/B,-@G;V2LO7>\W-R(96` MCG:@*'X4<:*AIK&FK2:GSU4&G$/L.N\;DUY=(;TQ;9IXE MGLS9W_]AQF]BO_%F[0PR=V>.XFC)0=D@* MQ[/<5UU-[O<':^W$?L]?;0RR):R2SLTAAU2,AHI8A:E?*N`_;CP*T(B8L9G" M-FW5P/"N%C<]%%M+B6=)5)"Q,5_B'+[,'EK<'EB?YB)6>0,`Y5E-1P&$;QX$ M`7A(\B4RU:C3Z<.,_?Y>8_,">-MD;:(KKM3;U(NW1R2,S(1*"UQ4#DELDC,W M`8RWJ?R^L8HK!=QCB[(WBXNKZ-`YD!@8K':MJJPSM8HCD:8CO%>MEB8MW(SI ME`IGP(\#A8!GND[#@ZEDH08Q[P-/+EYXCUG(T*.JEG(+N=34X>&7T8A2UY,A MFC0MT#2Q`(S+-I4GR!P6F3@*=M:553JC'UL6R6G^*<5712V)DAUK()S$V@@# M6`^6=:_=!X8&KY$9Y);J-&98R%;56A-04.D9^(XXC/\`JR/4ULT6W"C]U&GM M&!H#_P"&6+&;4>GXI;A;T-73%?7PBTL`16YDJ?&M<+.G7M_E)4:YN@L M9U!>YVZYTX$CJIX8L;W@XT4)"GYD:OO'2,\R>`X<<`T,0R5*@ZB:>Y&(QEG5 MB1Y8EI46XCEMU$H8.9!15!!.1^[3*N*GIXJ\MO-K*%G6HJ#I6@)(S-=0IY\< M&&4-X9&6BS!I"6H-*A@1XD=-!Y8H+'EAIZ^!+9 MI7@6CU#@`*JJ*,R<*GQKX\L0'@[D;$2,P!32]%!(&HYLOD,JC$*Z]#QPH(90 M$XQ:54@$@YY-.>%D>65H[D1N0R(XFE`FT1P!F$:*N;L"6.7$Y\,#4A>S1?A'O.J9C2>E MP!P+$<<_'!&NQZSB'=8J^E%'PT"@55C742XW#W4ED[I)\M'I6*"W#)T4CAB0=. M5:\>.%EH;C=O&PA$GO"A44J202`3R&6,VM=84BW&&VG;N7!6)I2J"E0:J"3P MR`R^@XHUWG$:5I>6UXK&VN.\J&C,`*5\.&-.:OR=S#46LX5*U[4BZE%?PD4( M'E@P[\E(X=Q;=9Y-41=(XU#$'($L2`,\'.NESZQ"1W8CB"3!98I9TU!012C- M2A]@P`B-\MXI)+=[IA/>-&L3@*0690)"ND<5\\4HL-6W;2\5;<2SN(QVV=54 M!0U#IJ%`Y5H,,BMM@D*;S<@(]RL4;!M6A:N*,1[V0SQIF#I9-!=,%U3-(BD/ M)I*H%-*#+AGPQ`+N227(6*7N3]MF^)04'@J>=!C.MR<'K61[BUBF5]&L5H`" M!XCAAE9LP4)(.,I/AD!A!*Z@N9KU>U,H^[7B4J`7#K:(QI0EJ<<0>[NYI;7<]HM;1XHH'[D'RK@(P555AVLON(IR\ M,376\5J7#RQIT,6D.2(`,S@J@<]F:/-WF2?33NT'"GNT\*YXE**DC%NV[Z9! MRH*$>*X03D5I>_UD1*/AN`*D%@7(RY4P7E=>.`HD=H[DM<`R"1LPM!J4=.=, M*W*FWDBLT$<"+$KL&<5&DLY`.F@_3@-NT2_[(EC!TNH8V$<7Q%;W%3/2? M`^'E7"YK-%--4S=,=#2(<_#50T/#`UI9X(DGLRLQC#:^V.D`%EKE4>.*SEKI M?ZTT]O*5)>>M11@5&C33FI^O%C.E8XT5RZRK.2-"*A%37A6F0R&#P;S"5])N MY[44-LMRO%II3V\Z5R8(RR6^A`X=@Q=@P&04:SXYTQ8-7GE4NQ=Q2@$@5EJJR,6+@5J MO#ZL#I#*M%V(T68%*LT$T;Z5X$`LOMPZQ]3`DTFVD:NADJ-.D`-2A9Q].6+5 M)"\=Q"()H]'=DC9D:89,0ZDLX.>=!@UK.5T$*Q122(T,:*%&9)(%&4+4_6<( MOE@>I_4-OLH@N[EF0:A'%%&ADFDU5(5%3[V1)SH!F2!@=NGUSEY.6]W[U7>R M[?-:K+%'=FWO-OD<-M2"1=:M=RJH-Y.$`^!$>VI(U'&X\_>O8^F=AM-IDM[N M>1;W<7!ADW:;MB9HS4K#&J!5BA5CTQH`HPV.<[W?P]>K!A4$$>(P-LK=MKM[ MF=7D@CD9P$U25IS\",\\%:ZTO%M22NT<$C10QR,-2J""%"BE6\--/HP2-=KQ M/X:%K8RVS+)->O*BJ00X102:=1T@8TYB/N5K4K$3.X^[$-6=*\>&),M[K"&Y MTR`"8IU-R`)!^BI)P1N\QRP26L\D%O(%[P!@%*Z,R3EPIQQ9@W1)D[4L)NIS M(2W11:4"]6=/HJ<0@>XW,J73PVZ"2YEB"1(305);423PHN"UKK.--10FWMK= M9PD;"=PJ'A*:``\J\L(_!:*%V<33HDID&O1IH M5I2E*UKC,C=MD:`(901F#PP@.K1LQI5&-:CB,3/A2251<]9;[/9PK:VEQ%!N5[KCM))20L,$8#W=VY\((LQF.J@YX$S_1-AM>R;,F\7 MZ/MUO?""TVZSNLS:V@.BWB8YTDG=N[*S9EWH3TC",97JKU+$/S=V'95DUQ;= MM%YO$P!J0'FBA3_N+)3VXACVMCOVU2[G-9+=K/N$:AIK=#K>!*]*RA:Z":US MS.+%RTGO+9H7*R"F:USH#YY8FNLU2_DMW186-6D8**<0.+&HX=."F15Y!'&! MDZ)_#:.FH`#AIX?5AC-ZVAV1BE/HP2J]9!/3EE%#;[E>9(9;^\:4J2"=-S(-1\QY8TS3Z]N6Z[@#LCQ? M%*NRL&#>`(QFSETZ]OZAW%O`ZEYB7>FJ.2.1U8I7IZA[W"N9RQ+5HH[QTTQ7 M,I?35`[`J0I%06IJ!SXX=9J(8H9;F**37&S*S!2P)H:<&IGAP=>^;#,D#&46 M\D\H1FZ:E344!&=/$<\9:W\)FC>:-A&SI%GJ:BAB*YA:"HYUPQGM"&) M8@UR[U/3&S+1J@ADBJK3S.>(?S&?!L MMO'+,8++LIDH9%&2D"H!!%B"1"!I"T=F/NALN7#PSPKK?PLUUM\KM(-Q59`O7&[1U"C+2K#+,^W$ MM>+_`#-L[:\L+"W:[5K*YN9-IGD0T/9W"V>)$U1`,NJ5X\P>K@#"_+VR+`MP00#11I9J`YY`'QQ5=9),D"DGDD5HT9Y:@@U" M?^$>XCK/@_F)^8@2]5)"'F"Q!&>JT!0G@*^0QAT[>"GK0/Y3!(]WI+M,H"QNYU$,!4$%JGC@QK[\0[8*7LXG61P' M770Z>+9GEYXU&+?PF\B'8)>5M"E6;W>`8'PQ52_AG3;>[03J)9.[V7)[14LP M;4``:#6VS)+MEI2*G<4!<@ M5U5J10Y##K.`TMIITA:7O1,"JJVD\.H9$(R. M6%3MPNT;QFHD;03U#IR)/$98AN>A>VW^D;_N_LQ'?PQ_4&ZV&PVQW&\F<1"L M<<*Z-XH?CH#$5D7: MK$HJ"0+-1[QZ]3+V\P,J"F_6WYO_`);#;KW8/5ES>;?;7T3V\T=W8WD4E&%- M2?`":E.:E7R.>);^'R^'=H9-RCWW;M];=[Q]GN-DMO4C6[V4LUM*ZF.21+H1 M1//;JL@[H?2QTEJ$'$?6O<>AMS_,CTK8QV%C^6D47I_WK>YBWBT:]EU9M//( MS%)Y9#U,00.7`#$S9KZA%ZIN)[%+FXV:]VZ=W2-H[@1$=0)]Z%Y%<=.+3)RW M85EDE#3FC+U)"/='*M>).);Z,FM#3CRQ)FPQ]RWG[6H,4JS5()ES/+Z*X&I? M`]OJ5?F"ZM$Z@L0.HD"@X?5BBH%Q(U5`*G+/#>>6>G$S\J`RM(2K&.@),42DDD_O>&,MB6D+R/#R_K_:[6/T;?3[;;RVUK9!-QDGC35(WRC+*#&I().E#2M! M0X5>#/H!;*."_P!LLII!?6=S*R-*X=C8W,C3VLE,]411RJ$YG2<++TT=K.[P MI+/J/;8U`R)J/NDTP-4O')(ZA"OQ5.ET2-I2&&1XZ8EKC.GZPP+*ZEIKC&G_ M`/<.7_\`PH]*8<6QUO#/J:-&C[UO(6C;3I4HX((TKYUQ2'M5[*UG*/!+<.!` MY0)'1!I/4N>;<#XXI!:>@MX8%*Q"@8ZF))))\234G#C-NJ0?[5<^U/\`)Q0W MQ`MQCB5%NRBF2V(<.0*A>#@'^J3BHZ^475Y:2V\L2L9=2E?A`O2HXU&7VXK3 M..2^VWEW,\B&)8IHR!<+(W4*YU"J.8X&N"5KM(9VTE4FA)KVI&TD_A(>8LN>J%\\NDGB5_HPC\$[[>[';K2:XO95CBM@#-*2`HJ=*YG M+4QR"\2\^N?49$Y>U[2%+JU:@?9H98S01.`P; M_N)@$2"[($'5D6DJKG2!X"N(O@?YH^C=]V/:-O7^9?S'U9NOJ':62]6$1PQ# MXD4-K;P594MHVY/ZU];]%>@G](;ON=MMNE?3>X-\W:VRG_`&.Y M/3+'"K5*PRBC*@-$(-,CA<\>HN#*[LC#N)$-3$=)+-P\>&(S89)63*C(ZY@D M4(_4<+/E(D90P<=2BM1P(\L!GP3C7LVLY4%#,\CI05H6%>#&MRP)9PP6- MHET0J`H#FM3XG*GTXEN^%%NYTN%.HRL$H(RM3[V=&&(R\%?4[W+[/K>(1UN; M2M"&;2+N.E>&%@/91*;6\,4_:<7UX%Z2S'_6I3I`X9XS6XT>UKO5[B,)I(U9 ML\A354$BF7[<*LXV'C)(L1*A%50:&M1E[!A8Y`&K(SG74#4"P05(K33E7Z<6 M+:!/<:KI(V!CH&$2"@U&JTZ@?L&#VUS];P9CMK4R/H7MOD:KTL.1K_3AQB59 MVNPYC@99&4`L910"O#-?V8F@;B,F.MQ$[M53J%&49_=`_9@,+"[/R\78```7 MY@.&"#(>7@:TPUB<"ZKZ32TDD`B!K&Z-D3RRSSIC/+IL]%-QC6DD*PHH+BWC'+IUM[2?T#&I'*UR"%`S6Z/4U+2T`!) MS+$O2O#"`)5DFMYKJ>01Q%&6-4_!YL?Q>0P-=?,@@M(A'WGBZ47X<3=1-/=+ MDU/L&&,=KD!VEII!+:7%'%L^1XZD;-`?9AJZW8\)N>T7WI/U';3;8H6W=W.V M2RLKM.LK-+<;)5]+)KSFM#JH'!0T7(A>GVW?]LO;>#<-OM))X$54ETH!+%(V M;PRQGJ22.HU*V>!J^6HV\RM<")+>2'0O?ABM$C50ZD5B*$@$ M@\L()CHNXI.4ADB;VZBR_H.#VU?"D][:VU\6>0!94HX'40R'IJ!4YAL%N526 MP;YJX?\`@VS4_%*1&/JS;[,.C`88+UY[@R3B,%EJ(E'X1]Y]7Z,'+5LR#KM] MK75(IF8?>E)?[#D/HPXS]C&E0ND``<*ST8J\>CLSI0,"`0R^8X M5!P'Q)%=K(6[95E:CC=7177W6%17+C MC;`'R\9OFF/4PC55!X#J)RP8UO\`7#.%EV)%Y>F?N`T*IF.`(J,2LX9V];[M M-C9K=[E>+96CN(K=L^Y+*QHJQ*M7I/3TMS,@%I?R7:+)D6>&`K&%Y'2[!L9=.<>L$YH=6G(5J&%*>.>%G+\%H[ ME=$[L0K%S4@@@!:*.!/+`>?@R;NV`),@`'$G+"SH!,_RWCV$BRO\-)K,$:0,S=QTKSK0 M87/;[7V!56&]G(!TWU\!5RE&^8DY#C48'27AI7%M!W@*,DDJJ2VM@,FSJ2?# ME@/VN#1V9^7,:,VDU(=V.HDYUH*`9XUF.?VMY"55C8F2LGW7?4U`YITY_63@ MUJ*PVD27MO$&+%]P[E.ZQCCD94706=6))+'@#7+(8&^M3;V\4%I% M(M0N@&7J.8(J6)KQ&&,]K=T,6,4LHN$4]H"L8#,K$D^\"*?5B\K<\*W-O&8F MTRROJ=`$U4-2P)Y`U`\\%;Z=M/1V<$9JE0>;5).7F<\+.LS=8+J[FAAL[@HH M8F5C0H:"A7,$9@\L9L:G;#0RY##AZ]N1I8E6$EG=A0#22 M#4G(#ASPL6[Z(;;9?+NQ,KL9'>-V%`*H>G(#VXE+GHSN>R;?N=E)9;@GS-K) M0M%)0C4I#*PRR96`92,P<\&'[?A\H]0>F]P]-M'NTM[+\FB))-OTA!,Y4Z8[ M7=TC2N@(P5+Q>I*5DJ.,;<[/4;%O?IEVA^<279-V55C:QW-B(V+F@%O[]O>X):;8!:A6D@N(K2--UNXYA[O<>*EC!IJ"W%/2_IC>- MXGN-QO[B]V\.&AO9[B59MV8G-5BN(@D%G$JMU);IJK7JYXTQN/H6W[+:;3:+ M!MP%O;H!5$53JH`NMF-6=Z`59B2>>(VSSA/<]Y.V;BL,FMX6MIKD2J$/5'0] ML*!4L^>GEB,L^"%MZW$]Y%;+:7@,CE!(433TR+&3F.9DU+XJ">6`[/AZ(EF8 ME)V64#W60+4#EF!7%&>V><8"[[9'U!):3V[3?+32(DVA2BN(HI-8\SJI_P!N M*-6\%A^8%I6+R/'+U4G;2)HK>-78# MAEI']8XE`P`65HQWM():22HC!',9'[,24D[SF#0(^S("0ZK[M:::>-3[,3-D M\%Q$TVWW;R(NM7DI4@J:'2=67EG7!8WTO,8VW^I]OG5G%DP>V&B@9)(9>I$U M*PKD1+J!\`V66&,]K=5VSUW:7>Z)'#97$7?1:"6/3IU,XSIX:"6KPR\<&NF; M&IZJ[JV#EBM&FL@:5_\`U<=/KQIR"V",.)M,QK_,+T]D4Z6%S*=60K[<\!YQ ML7-O)-,FMQ''&`SE>8S%,^&$3<=#.I@91-H824U$%J5-0*GCTX&K%.]-+&VH M:U_SB,`%&DURH0W+`LP`7$<5W"[.L4;=RA8A12JE@/+PP-R?UO\`AH"7NW2J MM#&BZPU0=1:HR]F-.:;DJM"M>\V487B?;Y>.'1]=+-$T*+K.B220%Y%]PL?$ M)"D\>FKR ME@=`)+:4(-5]C-Q.)G',6$\`,=``VD+0BM!P MX8JI:O-*.RX*LI*GB">7E7$>MY#>YBUEV:D4`)-015J?J&(:E8Y%L5-/BK\4 MC]ZNHC]6(F0P90PS!%0?;B0,"*]G&C`%6C`8$5!!%.!P1KOYKR$WH'9KA)+7 M;Y'V^.1S-?65$N;*:2HU+):7*2P@-Q/:T&O/%*+&.GI[UCZ=>,V8G6W[DEQ< MR[._?MR!F$;;+]Y60/\`_MIAGRP@SL_YD;BLD5G?6]K>W3))--';2-87@4,0 MO_\`7[AVGJQ%.F4T/EGB->CM_7WIEY$@O9WVF[>/N_+;G&]HP6NGWI0L9S_" MQQ!Z%'21%=&#HPJK*:@@\"",2#A_C3_UA_D#$U?$%Q,E=TFDALI&C&J0]*BE M@HX.H$CBVKD,294OJS MTIMLB6]QN4+7TVO1;1'OSOH%6I%%K#;98HYXWEMIM MUEBVR,Z2YTZ9S\SGI+90F@P1NL4[CZT]6*8X&>:TFC$L'\O,^W;>"K%=,^XR M!;R8-G5;>%,@*G/"RV;7\MK""RF&[R1W5H[K<'9K:(6FW+.!5F[47Q)V9ZDF M=WKEEBT9?3U6V6EKM\,=K#"EM&J$Z(U5$U,:D@*`,$C5[/C7K#U)_P!2;^K- MWB]&66US^G;:X[%G)<-;K*2J*7U"29&]\GEA##?\S/SY](R0;I^9,=EMWI(R M&&YN-L2UN;E9'1C$J1B9LBZYFG#$L67_`*HORW602G>MV:0"FMMLM":5J!75 MP'+$E+7US_U.[]%_./2EIM=UZ;O'>3:+FZ^5AG>V#LL;2QF<:7TC,4Q)$_YL M?F_Z1GBN/S:%MMOIZ\5X;:;:8K6[G:Z`#*I42OI71JS\:8D,/^J7\MQ0#>=T M"@:=/\LM:4R_>\AB.E;'U'_U7WUJFX;7MVSR;;N"BZMI'-HCR0RC7&SJ9P0= M)!H<&+1WW?\`ZPG3MG;-E$?-!)9T/M^/AQ2I;>?^L1@0=MV;/A\2TR]G^L8L M6N_G'_6%2G\KV6E:^_9__GXA7'>/^L,JZ_RS90LE=0$EF*EN)_CXE.%K+??^ MJBRO;6XW?;-FBVB*:(7IB-HS+`9`LA14F+5TL:4P8=?79?6.V&]G$ZO9NQD@ M37&SB813-`3D!2K@`&O.F)K_`.?\HO;M;_81>VKL;22:T")(A2BQWJ(0`:D4 M9<4%O#4].3!K.^C#&)H[Z]/<-*$?-2>/+QQ`])J,JP/*79D+R$`#+,BAI0"O M#`UZU>-U;3<7#%.DZ(V`H`WZ3A8WT`R0I(W:DU/J-!34@YZ>>8XX&T6P`OHQ M(!I6!RI:AR+C/P\,4:_^;_,'1J,0Y4)`=09%RS^[4<\^&)@>UB`43.#WI`-9 M;(@<=-.0&&"NNRH1"Q`4,":\*4.%0M:ZXX(YI1EI"HC>\JTR"^-?KQ3EGF#_ M`!+D`CX48-0?\Y_[N)>08K?2'E5S1V4)JH30-Q+<37$U(;^,O&CCG3(_LQ,\ MJ*3)&$SR%+'4P6@-=1[DQ\54U/] MIJ8@7>UQ MS(J&WCD%Q:!4``46=V+BW"T`!"H,084WY=;S:23OMWR1$SQ@-9RWFS3+$E12 MML\\+,HI3X2@\QB2!<^O;"YD)&YK'+>`!7ALMTA6&@X-`]G<(K5^\&(IB-"M MO6WKM;Q+2BK242LW9V+= M'&N(,5SGD@IP'21UW9CVMEMX?BBNG_`&J^R-`*(?K% M<2OA=&_,ZY@<@[T`]L"H$>Q6_P`8.`P`8SLKTK[Q*^?#$$7&T?F3*EP1_-*- M##H[F[V4!$BZ=87L64FD\=1)(/*F(>$3>D/7EP]V*R)K,+()M^W`BB@ZQ2WA MAT9_AR/EB6K2?EYZAGN2[G;QKNQ.AN9]XO*(-5:I+W MDB'1-VZR@M4M\5]3U/.K8L5LQO@@\#7$B-XTLEU#;QBJ_P`24\!0$4KEC-:G M@Q0&[->';_\`%C2]$[GT[L-Q*T\VW6SSOF\S0QLQ/[Q*FOTXF,*1^F/3LBN\ MNS64T;FJ?ZO"1I&0.DK].)6V!R>C_23.&AV/;R0#J3Y2`5S`IFF1PBS9L%M] M@].%>W'LMF53(D6\*@>5-/'QP4]>8H_IK8'+M/L5@ZK[NJ&%@,O-,L1DY9:^ ME?2\]\"VR6.G12JV<&D'6!S4>/MQAVS.K87T]Z5B)@79K4]NA`%M$PZLQ3IR MQIR*W?IWT^X=GVJR(046%8HQU'.KT7[H'+!6NOE,>Q>FR0G\KM40,5RMHZU: MIIF&_HQ07@W_`,)^FY'$K[3:*R^X.Q&*#SH*8U6)I1O36SHI0;;8E4#=0MH_ M$Y,:&@Z<'IJ7:I_PQMD6-E7V.%39WTLI2-2G;2J@C3Q)8C"/M+Z6M8I&B`1S&(SI5-*Y4RPQBZ5 M6&9KZ,-J0LCM(HIG1EYD`4KX8/;I.U^MX]F2A,ZQCN"*',A0E-9S&0'(9X<8 M^P\CZ(F?#!C<[3T8@LY%56 M:=GDI[[*I/L&66$;/@.>&X,G;CG:K"LNE5X>VF1.`<3G!##,(E"3=`*!1H&0 M!&+&NO:7T)(LZ(6[V0Y:1GY8EL^%8;>Y5.J;J;J;I'$XL5[3X"FBG?N.93HB M5@O2,V(S/ZL1ZV;X39QSN9+AI/XG3'51[B\/K-3A8MAC1/\`Z4?V?Z<2"DCG M6>-^X.JJ'H\JBN?EB2ULDXMXQK`HHRT^7MQ'MY7,?+`KBT*S:3U+[S4Z3^(^>$]L7TS_`(U_LG_VL0X=IG_&O]D_ M^UB7`<*SZYJLOOBG2?PCSP-=LR"A9N;K_9/[<+/`++.UPJZAIC&NNGF<@./A M7`DQQ3B:5BXHQ6G3X#VX3;,5LTN/EQU@9MD5_>/GB`K1SLI!D%"*>[_3B!>) MKA9Y4D<#3I`;02.'C7+$KVF&&CE84+J0?W?Z<2XI9$G^>*B4L$2GNDA25;>.=W*N"5$9=(G4:@ MP?B1X3FH)HR@&A MK2@SI["<6-3M=X&M[-A,4G"S:P69@-)0GE3,?KPL;[&EMK3I260DJ=2H2*DC MR`Q4SM?3/AH()VGC7M2E@AD4@L*G(Y$C3I\,'I=;=.E93$OP%72>K/B`UO7EG>I)IA:$RKH,LMD"'(KE=Q@5 MH`"W5AE].7;I[CRN\?WUN7]P?[1+[W\3WC_&_?\`Q^>%$H_?_P#3WNCW>/\` MV8@+_N+$51[Q_N'Z./TXD@_QA_R_[O\`C\?\G$?3D^]_<'$^[^OSP!,O\-O[ M@_Q_=^G"55]YO^7^(X<>'/%68N.`_N'Z,10O%O[@X\O8./GB3AP/]P'O\./Z?#$E_P#<6)*?YL_W!S_J_3^O$HF/^&O]P][>7GX8DD>Z/[A^CAB3O]Q8DK_G?_H'#_&_[,26'#_Z#QY8D M[_<6)._W%B3AQ/\`;^X>7#CPYXDA>/_`*?X^_\`<'$<./#[V!I6;[O_`"][ MP_B?3P\\27'\1O[@Y?UOIQ!R^[_]!^CAQQ%QXG^X>'^%?+%%7+[B_P!P[QQ()?O_`/+?+A_XL0$?W_\` MT_[OWN/'_)Q&*CA_Z=]_E_A[V(>T)_"/_+G+A[G'_"GGB/L2+@W]P>\?<_7Y MXA01[DG_`"UQY[Y8%'/W?U85Z'L_[WL/^7/\`:H?>_B?Q%_A__$_#YTP)_]D_ ` end GRAPHIC 11 img005.jpg GRAPHIC begin 644 img005.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#``8$!08%!`8&!08'!P8("A`*"@D) M"A0.#PP0%Q08&!<4%A8:'24?&ALC'!86("P@(R8G*2HI&1\M,"TH,"4H*2C_ MVP!#`0<'!PH("A,*"A,H&A8:*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H M*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"C_P``1"`!R`T$#`2(``A$!`Q$!_\0` M'``!``$%`0$```````````````$4(S31\/_:``P#`0`"$0,1`#\`ZI1$0$1$!$1`1$0$1$!$ M1`1$0$1$!$1`1$0$/0HB#0>$-QK;C!JHU]9/5]AJ"L@A=*_FY(V\O*UODT9. M`M^4;<#W.?1:N<_!)U)6G(^5G522@(B("(B`B(@(B("(B`B(@(B("(B`B(@( MB("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@( MB("(B`B(@(B("(HKXR\1/;8VY<1MU`5@[7=J!`%'J$D M^5@KOS/_`'\X7*MI@U#JV\R4-I9+-6U7PDT<4CF,Y<_'GD)YG@;=Z0N.=AX! M7M5P[TS05,M+>]?V*CN,>1+34MK=5-A=G<.D#AD^>0W"#IQVO;4`<4&I3CRT M]7[[?O*]LUS:G%P]$U`W`SWK#7-_GA7)>J>';K/:H;[15=COMAFE[)EPH.48 M=OLYA)P=O`NQXX7C1'#\:NBO$[*^UVJEM4`J*B:JIN=H8>8D[$8`#"2@ZW;K MJU.^+27_`#XAUBK6G^.$)'KBVOC#_0;^T$9PZR5@/7'3LL_]^PXY;I>%#;M2 M5,VD=1:8U+/3-YY:2C^#E#?8TEV?G(&?%:`ZDI\[TT8()!#H@"/E&.J#N$:[ MM9)'H6H]O'W/U_YE5M_$#35=C7"1W)'2UT$M)*]WDUDK6DGV`+C:E MTC4UNE+GJ&"CA%LMTT<$[G1C+G/Q\7]SEF?8\>15A25M12,["EJ)8J=PPZ%I M^"=OT=&>Z[YP4'>]VN$%JME57U;N6FIHG32N`SAK1DG\`6N2<0;+3QU3JTU% M(^FHO3Y(Y(\DQ%Y8"PMRUY+L`88SE0IPIXCSRL-COM14FWS,$1>R9Q?2 MT_6-:&#>3FP M&@M$.G-0P16E]3#334XE[,SO<`[F<#@DD MXV"]/&P1R+]&]2K>W3&W1:*"N"VGJ+4$%QJKN9ZGL'LCC89WM:W())P",^'5 M3J!@8"KR,48;S3>]%;=4;$1%@L(BL;Q:J.\4?HUQA,L'-SYN_R@@^*F-> MHOD7+&NJ?U+JNY6^CFG;3PR88#(XD`@$#).^,J4.&^C+/>]%4M;<654M54F3 MFD%7*TC#W-&,.`\%[LO"C%CC+-NT^W\LXO,SK25T7--UN]\T5JFMH**\5CF4 MLF&LFD,C',(#F\S3MT(SC'LPI[T7?6ZCTW27,1B-\H(>P=&N:2#CV9"SY'$M MAK%][K*:WBW9FT1%Y%PG"ID+%:@T_;;_``LBNE.96LSR%LCF%N>N"T@^"Y5N MC'TMRJJ<2/+(97L:2[K@D?U+V\3B1R=Q%M3'M_*EK]+L#(11M8N'UCN&CK?, M(9H:^HI(YC4MF?S"1S`W^R;Z\NH45M;:QE?;Z:LASV51$V5F>N'`$?SJY7A M\+B(AZ((UX&DFW:LR-_='6Y_"Q24HWX'M+;9JC)!YM0UAV&-\M4D("(B`B(@ M(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@H""3CP541` M1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$04=T*XIU9>#>[U4UQ& M3.\U1?G/.Z4!S<>P1=C'C_1^TKM<]"N&[Q126ZL-)."TPQQ0M+NI[)G8/SY8 MDAD'S(-[OM3)HSA;8Z"V2&"[:D8:^OJ(CRR^CXS''GJT$.:-ON9/NBHK'<HK&M(C;'@AS>;H2[IR[[[^&5K&KIZ6OU;>ZFTM$E+4U\ M[Z=L3<]H'2'EY0/NLC`]JRM_XFZSOM"ZBN5]G]&D!:^.FC9`)`>HQRWZ^T&E[QJ*LO4W%>@BK*BJ=4MY;-,3&>;+,.[0?%`:!M^M"O^.- M!279EFUO9JJ"OH:^(4=754[#&UU1'D!W*>\.8!S=\XY&C.XR$86ZICI:F&>= MKG0QGX1F?CQD8>W;PT'J&33/E M9_(>U!NB(B`B(@(B("(B`H%^R$_PDM__`*,?TW*>E`GV06^J:`'./0V_TWKW M_#/SX_=GD^EL'V//Z3W;]_9_14MJ)_L?!BR70Y-Z?N5+"SYW^1=-/I@1? M.2>**2..25C'R$AC7.`+B!D@#QV&5]"O(NUX:TL'K[U-ZQC]8<_9]GRNQS_< M\V.7F\,9SG9;#X*+&\*>76WK?UD/014^E"'LSVG-SNN3*W^@U23PXT)IV]:%M]7<;5$^LF$@?.USF/.)'`; MM(\`%U^7T_TF/K\=O'V8TWU3I'NHHJS6FMKA4V.BJ*J*>4-8]L9Y>5K0T%SC MLT$#.Y"GO0=B?IS2U%;9G-?-&"Z1S22"YQ).,^`SCYE!NJXKIP\U4^ELESJX M:9S1/""_+2T[=YOQ2001DA3!PNU<_5ECDEJVL97TS^SF#!AIR,MUD;&ESG..``.I)6$L&K[)?ZJ6FM5 M3?KA[:F0G_`-Q72^$?59GE]'1EFU/9+-HBTOK+C2,, M5!#\$V5ID)$8[H;G)/L4%V;3=ZU57E@)<<;$Y).^5%$MROV@M0U5OHKC*T4TO+V M3SS12-Z@EAV&00=L'VJW"F/QQAG\?NBV^W4Z5ME&R@MU+1PY[.GB;$W/7#0` M/YEI-/4ER8T,?(W$L8.>1XV^5N_6Q@;35$G;5!.>2&7`#G.P M-F/#6DN.S7MR<->]PZ$5'-#VD.`(.Q!0<8:1U95Z6JZRAJ:2.OM54.6X6>K' M=D!`PX`@AKL8P<$.&/\`-(RT]/PLKYA4LNFI[&SJ^@]&[?'L8_EDQ\[C\RF[ M4G!O3UV:T4?/0M9S=G"UHDACRCVVIMKT?9JP/,PEFNMQ<.VE#6N'(P;X:<@_K= MQ\4]170^J**P:;UI05D=4^IO-"*6F,,8N;9 M\OH-9_UJJ[['S)R+O:VGV4-9_P!:GH.>2TMP<%;=5ZJM]/PJ@TO98JEM;4UA MJKK/*P-;)@Y8QISD@8C\OB>U2L/L>_C9NUJWZ?V%6[?_`'JJ/L>F!S3ZTM6Q MS_>-;N/+^_D2YT:T]W'1;OIC5=OH=!:ETQ?8ZE]/7X'6BV7(5C:1CHG;]<2O?)*W8D M=Q[3@]40B+A=P_KM278"6!T5-&YK:ESG8[",_&!QTFX`]GGKB" M)D$+(HF-9&P!K6M&`T#H`/`*UL]JH;+;H:"U4D-)1Q##(H6!K1XDX'B3N3U) MW*O4!$1`1$0$1$!$1`4`\?Y&G5M&`'?>IWKJ:G+VX[6$@ M/;[02",_,M$KN%%GKZE]177.]5-0[K)+4,)F-0Q7V/ M?Z0W3<9])&P_;]2& M3'/V-4UG/CIG#-__`-E>+EPLM=T>Q]RO%_JW,)+.WJQ(&_("W;YDS3BRY9O- MNT^R(W$:B&'TUJ%VLN*?I%.7>JK93R&FRW&2<,+C[3DX'D![5+"U?1^A[7I. MHJ9K;)5223M#'&=[78`.=L`?]A;0L^3>EK_V_$1I:L3$=Q#T16-WMYN5*(!6 M5E'WN;M*60,>?9D@[+"/*SFKBF[.O;PYA!^&`R!Y-`_J4X<'OU.K3Y_"Y_&O M6,FX0:?GE=)/57621Y+G.?.TEQ.Y)/+DE7E#PUH:&F=3T=[U%!`XDF.*NY&Y M/L#0NIR.3ARX:XHF>VO3V8UK:L[19QPN,%=K4LA>QXI8&P/<#D!P+G$?-S*0 M.!%BJ;7I^KK*R%T+ZV1IC:X8)C:#AV/#))^;!\5G+)PWTS:*AM1%0FHJ6NYA M+4R&3!ZYY3WLIK2>KJD1$7/:J..`5Q_?B'7BM> MPY:Z>0C'CWBNJM16)E\A9%+77"EC`<'"DF[/M`<;.V.>G\96G>\YIG;$EQ&/ M*9OU5T>!R.<;*;F\,;6V@]!]:7[T`[&E].(B(SG'+C&,K+:>T/I^P M3">W6]HJ1TGE<97CY"XGE^;"(U&FA\'/TGONQWO=8=_W:WT] M%H'!C)T]=2<;W:J.`,8[ZW\]%1*-N!/^#]\\_7-3_P`BDE1OP+!&GKUGJ;Q4 M$_.&*2$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1 M`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0%K5VUA06W5]JT[*R M9U7<&N<)&M'9P[.+`\^!?R2!OF6E;*>FRB;5&B]0W*?4%_H:A\-V]*BGH*%S M82R5M+]I!>=QSDR'XP'PF"!N@WVHU=IRGK9*.HO]IBJXP\O@?61M>T,SS$M+ MLC&#GRPOH_5%ACML5Q?>K8VWRO,<=4:J,1/<,@M#\X)V.V?`K4*?3-9-3.?6 M6AO:RZD;UE!40,G# M)V0\LK.T/+C+'M()#L.R/$$),J]1V:E;3=M=:!CJH-]&:ZI8TS\QPT,R1S M[36UMM$3::VU$;#+.R=]/)+4F3DR`-^1QSRCE&X!(ZX>UZ;OUGM(I*O33KSZ MPT];[889*B(1TTD,;VR1RDOR&9?S> MX4=W6R:CJ+[V;;=<71QW^"M`IW4D-'Z.V:-QE/2223E:UUI MONG=0VRDEKIK3),R6DC>UKI(9FAS=A51W-\<)A>0",N#BP@AS2"'$'/GD++TMTH*L4QI*VFG%3&Z:#LI6N[ M5C2`7-P=V@N:"1L.8>:T&[#45VJ+/?:RQ/\`1+;='3Q6K,9J3`:=T;9G=\L, MC7O:"6>Z.-OI98C)2,J989(FG+PSK$<\I( M:7^0R@DBMU58*&&&6MO=LIHI@'1/FJXV"0'."TD[@X/3R*M*;6^G:C4-QLK+ MK2BOH(FRSM=*T`-().-]^4#+ON>9N>H6G:6TC_/==WQ MRD`M)VSC.`EBSWJUWJ%TUGN-'7PL=R.DI9VRM#O(EI.Z\2WZTPW>.U37.BCN M<@RRD=.P3.&,Y#,\QZ'P\%IW#:BO5/?;M/<*6J;02P0LCJKE3TT5;*]G,.1Y M@V>QK2,%PSDG&VYQEVL-WDJ+W:(K1-*^X7N"YPW8/C$<4;7PN+G'F#^=@CIK%6W'T"CO-MJ*_O?V-%51OD[I(=W0<[$$'R(*^&I=1LL MU114<%%57&YUO.:>DIN0.YK6M',W))\1@$[+0K)HRZ4EHL/-;&1U MU/J>>XU#NT8'"!SIFB0D.WRQT8QDG&!C9;9JNDN%)JBSZAMM!+<64T$]%54T M+V-E[.0QO#V<[F@EKH@",Y(<<9(P@^3M?1N-)%1V*\U=?/--3OHF"!DL#X@" MX/,DK6'9S2"US@0=E23B-:H:6W2U%/70RU=>;<^!\;>>EE#PQQEPXM#0YS`7 M-+AWVD9!RL;46G4&I[K8JV\TLMM@BJ*L\M'4B*>F@=&!&)'->>9[B,GDV&0/ M#)QMXX:UEPK+G24%5-;+9%0NIZ5[G-J)*F:9_:SRO>_+P2]L.^N*5LL]RN%%5T=89:42< MO9M!$CFCNMZ[<[LM!W&<`D'(&MUEGU971BKEL];2WBLIZ4U,(EHJFWU$[`WF M[>.3+V9X?XQ[FZ?!\.VE^LJC@WH`#`TY`!^_2_70;EZXMG[(T M?X]OTIZXMG[(T?X]OTK3!P:T``0-.08/^FE^LJ'@QP_/73=/^.E^L@W3UQ;/ MV1H_Q[?I3UQ;/V1H_P`>WZ5I9X,3P5X>EX<=-4V1L/A M9=OY2#=O7%L_9&C_`![?I3UQ;/V1H_Q[?I6D>\IP[V_M8I^=,4NYR?A)/K(-X%WMIZ7"C_'-^E!=K<>E?2'_?-^E:&>!W#DO#O-X<]F&>Y>EQC&>UES^'FR@WWUO;F4^2, M@=HW<>?51])P+X<2'O:7IAW2WNS2CK\C_P"-4/`KAP3GW,4^>GV^;Z_L02)Z M=28)]*@P!S$]H-AY_(O,=QHI/M=93O\`W,C3_6H\]XGAQV;F>YF`M((_OB;. M#[>?*\LX#<-V!@&F8L,.1FJG.?E[^_SH)&-PH@_D-73AWEVC<_SKQZSH"SF% M;2EN,Y[5N/YU'TG`GAO)'R.TQ`!G/=J)FG\(>AX%<.,2?VL0=_&?[(F\/+O[ M?,@^_!BLI&:8AK20T9/D``K,6&TY.;;2Y/E&%TJ?"\MZQ:)CO_`-^C M/YD;TZ9X&S11Z')':LR#@]X;%<[<(.$VBM6Z M7FN%_L@JJMM4^%KQ4S1`,:UN!RL>!MD^"WG_`,/W#+`'N:&/_75/YQEBY&S M14M7(Y[`YP`)#I@#AV!L3U\LH)U184$:QX2\+M*PTE9662OEEK*R&BI8X;A*'&5V>0< MSY&AH`!W<[PP-\`W6FN"G#74-DM]XMMLN=/3U,8FB8^MF:]F?,BTS#<9B.?E+]^]L,L:,_=%J^%^T! MH>T7JFLL-+J:X7.6G?7"EH[D[F;$UV"\\\C0>\=@"7$Y.-LH)SRF5`%1I71; M74D='0ZPKIY;>RZR007!W:4]._XI6O/,^"-S0 MYS7-F+"1S@EO-S8\,D`A/F4RH+MNC=#W#1%3JAS-44=M@CEE`J+C()'L9GO- M:)#UP0`<$GP5S:A73N@M&7VOJJ2DO&JH[I;G-](I)[E-%-3DC+3@^!ZA MS21Y%9OWF+0P'LM1:OB9G/+'>)`.HQ_,W_VCR02@"#T*9&>JA&SZ5LU7JVXZ M=H]2<18Z^WM:9W.NL@B:UPRW#O'(.0JU>F[-3ZVI]-2ZFXC.ND\7;1O%UD,9 MCW.>?P&6GYP@FW9,J$M56*TZ;N]OME;J?B7-4W`.-/Z+=)9`\M/>;D>(R-O: M,++:9T7:-1VB*Y677>MZJBE)#9/74S3D'!!:X!S2".A`*"5\IE1X.%L(_P`< MM<_EN3Z%Y=PPIV#OZSUNT$@#-\DZGYD$BY3(4>>]=$0`-9:XP!C:]R?0O/O6 MP-_QQUP/X;DW_B02+E,J.3PKA)!]V>NMO_/)54\+(?VY:Y_+DJ"144;^]3"7 M9]VFN_D]>RKYNX2,(.-=<0&Y=G:^OV'EN.B"3,JA('4A1A[T#UNDXC\2`RXO=%2@&1[GO:XM+"!3%S7`@C#L%!..4RH3;:;/ZN9<(N)6OY MJ9]2ZCY8IW22MF:TNT=>N1A5GI;%##')-Q)XA0B2I-&T/>]KNW`![,M-/D.(<"`1D^&4$XY3*A* M2VVB&OK:*3B/Q!-50-YZN-KWN,3<`\QQ3[#!!SY;]-TGMEG@N#J67B9KX3>B MMK!&V8N^!(SVN1!@MQX]!@@[@X";/,_3H%KU!162X3P14O%?6_/4R.A@[2I$8ED&,L:70`.=WAW1ON$$Z9" M9'FH/IK5:ZVU5]RI.)^OGT=`_LJJ4/.(G[9:1V&:IS#S"A5^G1#?Z6TQ<4] M8>G5K!+31'EF$D9&>9KQ%RD;=:9'FH=K[!4T%7-13\4-3.J&1]M-%%3QRNA8*662/[L1LC+N M7_.QA4%"?5L%Q]]B[R4E1*Z"!T8@<9I`2"R-H82]V01R@$['9!,"*(66^1UJ MJ[A[Z-^]&HWEE4\Q0AU.=N[(PQ\S"`03S`;;[*K;162,M[X^)FI<5[7/IB*6 M,B9H&WMD$+IX8H)&M>2,-($>0=V MC!\7#S"MZB'T6K]%JN+]XCJ2]\;8S#""7,QS-QV>Y;D9`Z9W039A,*)?N+=WI9:N0Q1 M=K#3QB9^P#6DMQG<>*"84P/)0]6VBJH)JF*MXKWZ%].Z-LH=!`"TR$A@^U_K MB#CSQLK*DIGU@D%)QFN;W!LCNX#47WR-18_>J?ZB"1D4 M/X1JOSJ"4447>\%PU_:Z_P#*-5^=3W@N&O[77_E&J_.H)111>>`G#<_XO2?E M&J_.JGO!\-OVO/\`RC5?G4$HHHO]X3AOC'N>DQ_M&J_.KR>`/#4G)TZ_/GZQ MJOSJ"4D46G@%PU/73KS_``C5?G4]X'AI^UQWY0JOSJ"4D46G@#PT(P=..Q_M M"J_.JA^Q_P"&9&#IMV,YQZPJOSB"4T45/^Q]X9N:`-.O;OG:OJ=_9O(COL?> M&9`QIUS=_"OJ?SB"5445N^Q^X:.;CW.NSY^L*G\XO(^Q]X;`8;896@]<5]1O M\O?02LAZ*)A]CSPV#RX62<#[GT^?']/*^DGV/_#A["WU',,C&1<*@G^-_P`W MSH(*O;?T9NA;S`>F38!\.^5:-;MD9Z=`NB(N!^B8]F4=;/ M\?@OH."FB@0?0:W(_P!?F^LNUB^*UQTBG3X8SCF9VM/L<6\N@ZC/7UA+Y_8^`>AXRXLAN@+NI%QEWZ]=_:N-:=S M,MDKHHK9P'T2PCEBN@P`!BX2C`'0=?:5]1P.T:&N;R77<@_IA+X9]OM4"3T4 M8#@?HX=&7/YZ^3Z53WCM'8QV=SQ[:Z0_UH)011A[Q^CLYY+ITQCT^3Z54\#] M'$Y,=S_XZ3Z4%SQGMMXNUOL,-BL]1:JI>U<&O$DDCR)2P-[H:`"79WZ':X]X MS1OW%U_*$OTJK>!VCF\V&W;#A@CUC+YY\T&#H=+:@H[%Q`;;[%64]%=Z3L*" MTSU<,M29G1=F^1TID+0W?.#([8;`'NFXX4:3O]GU%0UDMMGLU#':(*2X0U=1 M'.^JJ6#'-%R/?R,'[IH/W'B,D.!6C@>EW.V/TQE^E?&7@)H]^>26]QY&.[M=^M_K1VK+/'379SFQR7%M0R1M8UC0QI8UN[6\K03S8)J9[ ME<*"CJF55L="VT0D0'M7-<'.F8XRCDR200[&S&D`]%;\0K%7ZQCH:F[:0O%# M=XK>V2EK;;50&6EJ^9_-"XB7#F;,7L"]MX%:>;C%ZU5D-Y!^BCCW?+IT]B#!ZXT?=;XRWON=MNCM44%MA927NT M31LYZK#N:.3F<"&AV#SX;L]VXZ'/T5CO>FN(#=25=-->67"ULI:UU&UO:15+ M&Q@N#7$98[LSTZ$[C"]-X(V1OQ;_`*MSY^M79_#A59P3LK'\S=0ZNS[;LX_S MA!JLO#?4C].5]YCIX3>I]0-O\5I=*!W&ND(A=)DL#R)#D_%V`SXJ0[[<[I?M M+7VGI]-7*G[6W20QMJ7Q,EDFD;RAC6AY&!GO.Z'5G3'Z9GZJHW@Q:`/\(=6'Y;F?JH,5P[M]YM7"._6ZX6*Y17%W M;B*F<&%\O:,#6\N'D=>N2,*ST!;KWIZUN9!I^\U%?66WLZJ.XO:ZGA="R=S& M,^$)P]\K6\H`;CF.03OL#N"UG=UU#JWYKHX?\J\NX*68C'NBU>/DNSOH08[A M;I6X:=UBQ]F@O5NTU443I*NVW%[7QTU02.5D."23N[+MQ@;DDC&0UC3W1G&/ M3UXIK-?>1LO M[8]8?E=_T(+S6]3>=0\+KJ/<_7Q5]8\Q04'<,P8).ZY_>Y1D-SUVR!NL5Q'H M+M<>&FFZ*W6:NJ*V*:F=-`UK>:(1MP[.7`=?;NKCWD+/@CW2ZR&?'UN[Z%\G M<#+67EWNOUP#X?HOT\OUG@@^E+2WV'6FH]JLTU&RBIX)VU+I6O;)VC* M6M[P=/W6JHZN"F92/@8P]NZ.,!P&7#&^P)P/'HK:=M]=Q1T]J*X6*M[..RMC MJ_16![8ZAW:$Q-R03@O`ST^17?O--&,<1.(X`\!?/_@JC@TT.)'$3B.,]0+Y MU_D(,9JN#46J-0Z%K9;3<[8()JI]6Z`,+Z.-[VMB)<>9I>6LR0WFQGY"I0TI MIZW:6L--:;-"Z&B@!Y0YY>XDDESG..Y)))6A'@VT@@\0^(V#U'KS_P""]#@Z MP=.(/$4?)?#]1!*2C?C%PWGX@LM+8+JV@]"D>2'Q&1K@[E[P`<,/;R]T_P"< M?-6GO.-SGWP^(WY=YRYV!U)\ MU'G&3AO/Q"CM#8+E%1BA?(XLFA,C'\X:`[`<.\WE./W1Z+X.X0-[YY[N_\2"6CN%$^C8*G0VJ MM7Q76WW&H@N=8:ZCJZ*DDJ6S![WN[-W(#R.;S`9?@>.<+Y^\W5=F\'B3Q!YB M.X?7!P/E&-_XE4<'*MKG%O$GB!T('-=N;'\E!C]?6JKN^K[*%TKJ=@>6M ME>SE+1G'/RG?!\%<^]/=1#'&WB5K,!C2"35M).2?'ES^$D^U>XN%MZC:QK>) M>KCR]"Z6,GY\MW^=!3A;1UMJT=?Z.]VJKAO<5743U-1V;GBND>".WBVWY@,8 M'3'09PL?H:UU=%P#K+=5VVLBN\=%6TS874CQ+S2%_*&C&2#EFXV\^BRCN&-[ M=*)/?*U6".@#XP/P*:>W\ M@JYH*%[GTA^"R<.8X9!!Z@C;/19GB;9*F@L6@K;34M;<)J"XTDM5/2T]0FGJGO?4OI6?"&`''<`;G)PW.!XN(W6F\(-#BZT,%5J M!EZI9;7='5=/0U-.::,OQ&6R=Z,/=NSP=C;<+:CPWONV.(^I_P`,7U51_#:_ M8[O$C4^?]U]5!KNB::NME@UWINMMER9Z27->WI\;&R MWD<-;_RC/$K5!/B?@OJKYGAIJ4C;B9J4;G];$?ZD&)(^AZVOLM?3LH[ M-V=8*.WSS04\IC=\&US&N&Q.,`G'FOMKBXU5_N6AZ^&QWF**"\F5X=;YR]D+ M).42/:&=P.Y>8!V^"#XE7WO9ZGYOU3]28SXQQ>SV?+^'V;F<-]7"1SG<4;Z0 MXYP*6$8_J04TQ*_2G$'6;K]35HBNE1#/1UD5)+,R=N'_``>6-.',R&X."?#( M6]FNBMFE#6TUJJ88X:?M&6^*#,K=LB,,CYN]X8&0M,@T%K:")K(N*-SP/&2U MTSS^$@E>FZ%UPUA:.*%PP?$VFF)Z?(@P>A+;>M)\2YV5M)4S45_IFRU,]/'- M-%'5-W+G/,;1&'$R'!\7#?;"N^'%2S2UJOUCU%;J]]P=<)Y>1E#)*+@UX;A[ M'!O*[FWR"=OUV%E&:-UX'/)XFU8RUW*VQ-HZEE.9&4_9M8#3N+.;E/=)`Z'&V2OCJFFE M;K[1.I:6T5L=@IYZIM2/1B'POD#QVSXQWFM>XM<20".7O8RLV-&:YQ@\3:L_ MP-2?57H:/UT,_P!TRIW_`/)J7Z$&KU5JN5\NO%"ZVRBJA0UUO92TI?&6&NE9 M%N6-<,D#!:#C!YMCXK:=&7".NM&CXH8JIAMU`'5G;4[X^QY'77WRZC\BTOT*GN0UU]\NH_(M+]"#7N,5!/?J2JL%C9' M2P6:C%>T-+X<39^#$?*PM=RM#@6[?;6'P34$M!Q(L&D*.^4]5!Z;+*RI8ZE> MQT$[87-#AEO=^$+<$[$$#<$K8?J36D(GGM$=-34U:^(XJ8XS,YDP)SEW*_!(.<@YWRM>T73T%3PFU+ M376W5TP;4U!=#%3/;4AD@#>:(.:27$[HYCN2. M5N<;!2THY=H_7GZWB;4@^VR4GT*ON/UWC]4VI_(M)]5!(J*.OI:7Z$.D=='_`"EU`_@6E^A!(B+6-*634-KJYI;] MJN6^0NCY61/H(:<,=GXV6#)VVQT6SH"(B`B(@(B("(B`B(@(B("(B`B(@(B( M"(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B( M"(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B("(B`B(@(B( M"(B`B(@(B("(B`B(@(B("(B`B(@(B("H[H411(-Z*J(I!$1`1$0$1$!$1`1$ M0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$ M0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$ <0$1$!$1`1$0$1$!$1`1$0$1$!$1`1$0$1$'_V3\_ ` end GRAPHIC 12 img006.jpg GRAPHIC begin 644 img006.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#``8$!08%!`8&!08'!P8("A`*"@D) M"A0.#PP0%Q08&!<4%A8:'24?&ALC'!86("P@(R8G*2HI&1\M,"TH,"4H*2C_ MVP!#`0<'!PH("A,*"A,H&A8:*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H M*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"C_P``1"``H`:$#`2(``A$!`Q$!_\0` M'``!`0`#`0$!`0````````````8$!0<#`@$(_\0`.A```0,#`P($`P0)!`,` M`````0(#!``%$082(3%!!Q-182)Q@10RD:$5%B-"4F*QP=$D,T/PH!.5''H`.?G57%81&C-,-)VMM)"$I]`!@"M'!+&I;M_@'K7P^\W' M96Z^XAMI`W*6L@!(]23TK[KGBW\E;!N8NI;)*N`@QKK">F'(#*'TE1(Z@#/-;>N3W:%9K ME>(&G]'VV,'XDE#LJX,M#$0(.<>9U4L],9/OWQU@=*KGQQA3C>O7G\8%*5'Z MKO5R=NS>G]-AL7)QOSGI+@RB*WG`)'=1[#_-9X\;R2X4"PI6FTU97+1'<$FY M3KC)=(4X]*U36X-C2E*@"E:Z_W> M+8K6[<)ZE)C-%(44C)&Y02/S-;$'(J:=7L!2E*@"E*4`H:5@WVY,VBT2Y\D_ MLH[9<(SC..@'N3@?6I2;=(&-;[T)E_N=L#)2826E%S<""7`3M([$8]^M;>I' MPTB2$V%=SN"<3[LZJ:\,8VA7W$_()Q^-5U7S1C&;C';X_P`@5Y19+$ILKC/- MNH"B@J0H*`4#@CCN#QBIGQ%O'Z*L3ZRXMIO;EQU'WMO38D_Q*)VCT&5=J\?# MF$UIO1=O8GN-1GG`9#B7%!&U2SNVX/3`('TJW=?XN\?6E[@L:5AKN<(0'IJ9 M+*XK22M;J5@I``R>16#I"ZR;W96KE)9;9;DDN,-ISN2V?N[B>I[\<&R5W>5=M52$*2;BYY45*Q@HCHX'RR02?<5T8%PJ65 M[?M_+]`70I2L:Z3&K?;9Y.`*B(,K4-JU9:I5^FAR M/>M[!@-CX(:PG<@)/[QX()]^_%;!I;6I]4N3GEI-DLJMK"MWP/2,94YGIA`P M![YYK#8N+.L]=05VW+]GLF]U= MU^MF#H-*;?G2O/T)(F4X+KXKQ(V,M6>&I\\?\KF$X/\`ZX-7%F_$/ M5QU!(,=YXL%@>6I9<0$8^'`/\O\`T5OV)5^U:[AN._9+"KJZY\,J0G^4`_LP M?7KCI7?GPR_MVBDM?-6ZZZL@ME'BN:#2\C5&AD-MSEPG9$QV:M*FR4.96K"5 MIR#CH?IFK^WVZ-;HJ6(B"E`'52U+4?FI1)/U-2$75]HTW:6H$V2\NY-C8F"& M5%XJ_@`[\]"3@\-OZS6$J..7PGW.SI^&?PK4Z"M%P3+N5_OR/*N=S*<1]V1':2 M/A1GU]?\YJAOL:6_';7;1#,QE?F-_:D*4G."."DY2>>O/?@U&1QAE?#TKPMJ MGZ6"8NFBQ;9QJ+3D.YAL-%Y) MW(!R$J!*2![9%2]QMFMM1!4"XR+7:K2[\+RHA6M]:.Z03P`?^YZ596*TQ;': M8]N@)*8S"=J`HY)YR23ZDDFK9FN[2F[E[>+^4#/J3U)IE;]T5>K=?)-FE!GR MWW$)2MM:$Y(*DJXR,GFJROEUM#K:FW$A2%`I4E0R"#V-<\)N#M`@?"5RXRX] MWGS+A.FP9$G_`$:Y9Y4A.05`?N@\<#`&*Z!4O9=%6ZPWDSK(N1":6E27HB7" MIES/16T]""."/<=ZJ.U7[1.,\CE#E]@:?55Y39;2X^E/FRE_LHS`ZNNGA*0/ MG^50>I'8.F_#JZP;C"MQU9&<)ZX'3IVK9W71B]6ZGER-4-+3 M;HN&H#;+NWS$GE2E8.XX&?[5U]G[J+C&];3=?AOIS!9:)FR)-F@MN6R7$9;C-I2N3L25D`#A M(42!WYP?:M5K;4%PM&HK3%$F/;K3*20Y.=9+@#@/W.N$Y&.3[^E5MP?PJ4NNLM/3XCL4Q9UVWI(5%9M[JU$>X4D`?4BN?#UZ?ASVKEO$B+>].V^=&MI:+4Z6^WY3O MAN"HO>H9+6IX5@M3"%S'F_M#SSN2AED'!.`023@@8>H--NL?I2,V6%QY&0V^T23C(Y! M!.16HN3NN[_`=MKUAMUN:D?`[(7,#F$$\X"0><52&.$N!IJM[>OSI0+VZ7"- M:[<_-FN!N.PC>M1]/\^U3&D7;_?)+-\N4C[%;G`HQ[:A`)4@_=6XH\Y[@#_( MKY\5++.O.F6FK8R)+D>0A]48JQYZ$@@HS]<_2O*)K_*X*V^?@O^]07"CM22>@K6:9O+5_LD>Y1VUMM/;L)602-JBG MM\J_6);MRL2GUPI,-QUI1^SR`D.)X(`.TD>_7O4UX+/A_P`.;80L+4],?$.,('7/)`&:T_IUW:DGKYK3 MW?L#5>.=R9_5=^WB0TV[N;<4%+`)^(!*?F>5<=`@U23M=:9M4,*?O4)PH2!L MCN!Y1/R1DU.>*]EM\;1#:I#:7E(EMKCPIS];P6*>/'"5\WT\`9FE=;3]2WA MM,/3LQBR*"C]ODG9NXR"$XY!/'!-4VH[B;189]P2UYRHS*G0WG&X@=,]JT<3 M6;=Q9(LMFN\E[&`'8RHZ$J]%+-,JD"4S:G$&.Z%;B&EY(0HY/*2",5=5&>/#D:^5L!4'X MBN*N%]TUISI'GR%/R#_$AH;MGU_L*O*G-8:9-^^PR(D]RW7."X7(TIM`7LR, M*!2>"".U.SSC#(I2\?O6C^X*(`)2,<`"M52?8)PK:U?-VB61**>B7EKOH@<0U.K4FL]33K,8-RCP67U,,_LE M-Q@@*P7G%G[YP,A(]?;GJ.H+FUI?3J'6HSCB&_+C--M()VDD)22!T2._Y5OL M"A`-3E[3WBC'AJ,=@?B,[1GK4_K+4/ZOLVY26DO.RYC<5+>>2%=2/E_<5G7^ M^6VP0%2[K*;CLIZ;C\2CZ)'4GV%1FFK;<]4ZC:U-J.,J)$C@BUP5_>2#_P`B MQV5C'Y>@S7#C7^S)]*_+Z('1ATI2E8`U>I[>Y==.W.`RH(=DQG&D*/0%22!G MVS4'IS5MTL-GAV>Y:,U`N9$:2QOAL!UE>W@*WY`YQD]:ZA3`]*VAE48\$E:Y M@CHDC4^H"4R(/ZO0.BEEX.R7!_*`-K?S.3Z#O53-B,S+>_#DIWL/-*:<23G< MDC!'X&LBE4E.W:5>0.9VQ6L=%QDVIBQMZAMC.1'DL24LN)022$K2KJ1[<=.: MR+O?=32=.W1<[3PM;3C28S/^I#[JEN+""K:D8"0%$\\Y'3%=$H1GK6S[0F^* M4%=W>O\`-?@$-#\+-*LQHK3UO7(\@#AV0Z4*([E&[;R><8Q5I$C,1(Z&(K+; M+*!A+;:0E*1[`=*]:5E/+/)]0BL M!\O!EL/'JX$C9=L8=N:0E(? K4"3@=,C.#CMD<5O!Q2E6 -----END PRIVACY-ENHANCED MESSAGE-----

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated November 24, 2009, in this Registration Statement on Post Effective Amendment No. 1 to Form S-1/A of Black Hawk Exploration, Inc., for the registration of shares of its common stock.  We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

LBB & Associates Ltd., LLP

Houston, Texas

June 28, 2010

2500 WILCREST DRIVE, SUITE 150 ● HOUSTON, TEXAS 77042 ● TEL: (713) 877-9944 ● FAX: (713) 456-2408

EX-23.2

Exhibit 23.2

Suite 1210 - 777 Hornby Street
Vancouver, BC
V6Z 1S4     CANADA
Telephone:  (604) 689-1022
Facsimile:  (604) 681-4760
	CORPORATE AND SECURITIES LAWYERS

June 25, 2010

Board of Directors

Black Hawk Exploration Inc.

Re:  Post Effective Amendment to Registration Statement on Form S-1

Gentlemen:

We hereby consent to the incorporation of our opinion dated March 12, 2010 into Post Effective Amendment #1 to the Registration Statement on Form S-1.  I further consent to the reference to our firm under the heading “Experts” in the amended Registration Statement.

 Sincerely,                                                                 

Yours truly,

W.L. MACDONALD LAW CORPORATION

/s/ W.L. MACDONALD LAW CORPORATION

Macdonald Tuskey is an association of law corporations with lawyers called in

the Provinces of British Columbia and Alberta and the State of New York.