EFTA Document EFTA01390518

*MESAS, it is intended that the Merger. be efferthated.npixt; in aceordance with, and subject to, the 'provisions' of an Agteeinent and Plan of Merger in the forth annexed as Exhibit "A" hereto, which has also been approved. y the Board of Directors of FTC and its sole shareholder (the (Merger .Agreeinent"); WHEREAS, in connection with the Merger. and pursuant to the .proiisions of the Merger Agreement, Epstein is to surrender for cancellatioirteis thousand (10,000)' shares of the' onsmon St