PK Ventures, Inc. and Subsidiaries, et al. - Page 9

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               C.  PK Ventures                                                        
               On or about September 12, 1986, PK Ventures was organized as           
          a Delaware corporation for the purposes of acquiring, owning,               
          leasing, holding, operating, maintaining, and disposing of assets           
          such as pipelines and alternate energy facilities and engaging in           
          any and all activities related or incidental thereto.  Rose was             
          responsible for organizing PK Ventures as part of his duties to             
          develop investment opportunities for Printon Kane.  Sometime                
          before Rose organized PK Ventures, Rose and Printon Kane’s                  
          management had agreed that he would receive an equity interest in           
          PK Ventures as part of his compensation for arranging this                  
          investment opportunity for the firm.                                        
               PK Ventures was initially authorized to issue 1,000 shares             
          of stock.  As of September 16, 1986, PK Ventures had issued all             
          of those authorized shares to 11 individuals.  These initial                
          owners of PK Ventures included G. Clifford McCarthy, Jr.                    
          (McCarthy), and 10 individuals who were either partners in or               
          employees of Printon Kane--Amos Beason (Beason), Francis Cerosky            
          (Cerosky), Robert Grimmig (Grimmig), Thomas Kane (Kane), Thomas             
          Kane, Jr. (Kane Jr.), Eugene Kirkwood (Kirkwood), Louis Krutoy              
          (Krutoy), Joseph Mannello (Mannello), Joel Marshall (Marshall),             
          and John Parker (Parker).  As of that date, PK Ventures’ stock              
          was owned in the following proportions:                                     







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