EFTA Document EFTA01393054

WHEREAS, it is intended that the hterger. effeetinted.upixt; in accordance with, and subject to, the 'provisions' of an Agreeinent and Plan of Merger in 'the forin annexed as Exhibit "A" hereto, which has also been approved lay the Board of Directors of FTC and its sole shareholder (the Naga .Agreeinent"); WHEREAS, in connection with the Merger. and pursuant to the .proiisions of the Merger Agmement, Epstein is to surrender for cancellatioirteit thousand (10,000)' shares of the' ommon Stock