George Georgiou and Judith Georgiou A.K.A. Judy Georgiou, et al. - Page 10

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                  In 1991, a Supply Agreement existed between JAI and                                      
            Kolonaki.  The original agreement, dated March 1, 1989, and                                    
            signed by Georgiou, stated:  "RELATIONSHIP OF PARTIES.  JA [JAI]                               
            and KOLONAKI are, for all purposes, independent parties."  A                                   
            September 12, 1991, transmittal letter from Pryor to Bernard                                   
            directed Bernard to revise the Supply Agreement between Kolonaki                               
            and JAI (and Kolonaki and GRS).  The transmittal stated:  "Para.                               
            13: relationship of parties.  Now: JA [JAI] and Kol [Kolonaki]                                 
            are for all purposes indep[endent] parties.  Change: JA is a                                   
            sub[sidiary] of Kol.  George has agreed to both."                                              
                  Revised Supply Agreements were forwarded from Bernard's firm                             
            to Georgiou with a September 16, 1991, transmittal letter that                                 
            stated:  "Enclosed are revised Supply Agreements between Kolonaki                              
            and JAI."  The changes to which Georgiou had agreed were in the                                
            revised agreement that stated in part:  "RELATIONSHIP OF PARTIES.                              
            * * *  The parties acknowledge that all outstanding shares in JA                               
            [JAI] are held of record by GEORGE GEORGIOU under a Holding                                    
            Agreement for the benefit of KOLONAKI."  The revised Supply                                    
            Agreement was dated September 30, 1989, and was signed twice by                                
            Georgiou, once as president for Kolonaki and once as president of                              
                  The Minutes of the First Meeting of the Board of Directors                               
            of JAI were dated December 12, 1988.  Georgiou was named sole                                  
            director, president, secretary, and treasurer.  During that                                    
            meeting, it was resolved that 10,000 shares of corporate stock at                              

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