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Secured Promissory Note - EVCI CAREER COLLEGES HOLDING CORP - 8-20-2001

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Secured Promissory Note - EVCI CAREER COLLEGES HOLDING CORP - 8-20-2001 Powered By Docstoc
					Exhibit 10.2 SECURED PROMISSORY NOTE $910,000 August 17, 2001 FOR VALUE RECEIVED, Educational Video Conferencing, Inc. ("EVCI" or "Maker"), with offices at 35 East Grassy Sprain Road, Suite 200, Yonkers, NY 10710, promises to pay Amaranth Trading LLC, Seneca Capital International, Ltd., Seneca Capital, L.P., Merced Partners Limited Partnership, and Lakeshore International, Ltd., (each, a "Payee" and collectively, the "Payees"), the aggregate amount of NINE HUNDRED AND TEN THOUSAND DOLLARS ($910,000); the specific amount owed to each such party by EVCI is set forth on Schedule 1 attached hereto. This Note shall be due and payable in full in cash only on September 22, 2003, together with interest at the rate of 5% per annum, which interest shall be payable, at EVCI's option, in cash or in shares of EVCI's common stock; provided, however, (i) EVCI shall have the option to pay such interest in shares of EVCI's common stock only if EVCI's common stock is quoted or listed or admitted to trading on NASDAQ or another national securities exchange or quotation system and (ii) to the extent payment in shares of EVCI's common stock would result in a Payee being deemed the "beneficial owner" of more than 9.99% of the then outstanding shares of EVCI's common stock, then EVCI shall not have the right to pay, and such Payee shall not have the obligation to accept payment of, such dividend in shares of EVCI's common stock. For such purposes, the per share price of EVCI's common stock shall be the 10-day average closing bid prices as reported on NASDAQ for the period of 10 consecutive trading days ending on the date of determination, provided, however, if EVCI's common stock is not listed or admitted to trading on NASDAQ, as reported on the principal national security exchange or quotation system on which EVCI's common stock is quoted or listed or admitted to trading. This Note shall be paid by wire transfer to an account(s) designated by the Payees. By signing this Note under the caption "Agreed and Accepted", Amaranth Trading LLC (`Amaranth"), Seneca Capital International, Ltd., Seneca Capital , L.P., Merced Partners Limited Partnership, and Lakeshore International, Ltd.

each irrevocably agree that Amaranth is its exclusive agent for the collection of this Note and that Amaranth is hereby authorized and directed to enforce all of the Payees' rights hereunder and under the Escrow Agreement, as hereinafter defined, as it deems appropriate, in its sole discretion, including but not limited to, the collection from EVCI of the total amount due hereunder and the distribution to each of them of their pro rata share of such amount, as set forth in Schedule 1 attached hereto.. Maker, at its option, at any time may prepay in cash all or any part of this Note, together with accrued interest to the date of such payment, without penalty or premium. If (i) Maker shall default in the payment when due of any amount under this Note, or (ii) Maker shall make an assignment for the benefit of creditors, or (iii) any petition or proceeding for any relief under any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, receivership, liquidation or dissolution, by law or statute now or hereafter in effect (whether at law or in equity) is filed by or commenced by or against Maker, or any of its property, or if any custodian, trustee or receiver is appointed for such event, and any of the foregoing is not dismissed within 15 days, or (iv) Maker shall, without written consent of Payees, cause to be issued any additional capital stock of Interboro other than the Interboro Shares (each as defined below), or (v) any representation made by Maker or Interboro herein shall prove to be false, or (vi) Maker or Interboro shall be in default of any of its obligations or warranties hereunder. in addition to all other rights and remedies of the Payees under applicable law or otherwise, the Payees may, at their option, declare this Note to be due and payable immediately, whereupon the maturity of this Note shall be accelerated and this Note shall forthwith become due and payable. All amounts which are not paid when due hereunder shall bear interest, payable on demand, at the rate of 10%

each irrevocably agree that Amaranth is its exclusive agent for the collection of this Note and that Amaranth is hereby authorized and directed to enforce all of the Payees' rights hereunder and under the Escrow Agreement, as hereinafter defined, as it deems appropriate, in its sole discretion, including but not limited to, the collection from EVCI of the total amount due hereunder and the distribution to each of them of their pro rata share of such amount, as set forth in Schedule 1 attached hereto.. Maker, at its option, at any time may prepay in cash all or any part of this Note, together with accrued interest to the date of such payment, without penalty or premium. If (i) Maker shall default in the payment when due of any amount under this Note, or (ii) Maker shall make an assignment for the benefit of creditors, or (iii) any petition or proceeding for any relief under any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, receivership, liquidation or dissolution, by law or statute now or hereafter in effect (whether at law or in equity) is filed by or commenced by or against Maker, or any of its property, or if any custodian, trustee or receiver is appointed for such event, and any of the foregoing is not dismissed within 15 days, or (iv) Maker shall, without written consent of Payees, cause to be issued any additional capital stock of Interboro other than the Interboro Shares (each as defined below), or (v) any representation made by Maker or Interboro herein shall prove to be false, or (vi) Maker or Interboro shall be in default of any of its obligations or warranties hereunder. in addition to all other rights and remedies of the Payees under applicable law or otherwise, the Payees may, at their option, declare this Note to be due and payable immediately, whereupon the maturity of this Note shall be accelerated and this Note shall forthwith become due and payable. All amounts which are not paid when due hereunder shall bear interest, payable on demand, at the rate of 10% per annum, but in no event higher than the maximum rate of interest permitted by law. All references in this Note to the Payees shall be deemed to include any subsequent holder of this Note. This Note is secured by 100 shares of common stock of Interboro Institute, Inc. ("Interboro"), which Maker hereby represents constitutes all of the issued and outstanding capital stock of Interboro (the 2

"Interboro Shares") and by the grant of a first priority security interest to the Payees by Interboro in all of its assets for good, valuable and acknowledged consideration. Maker hereby waives demand for payment, notice of nonpayment, presentment, notice of dishonor, protest, notice of protest, or any other notice. Maker also hereby waives with respect to this Note: (i) the right to a trial by jury; (ii) all rights of setoff and deduction; (iii) all rights to interpose defenses, including, but not limited to, defenses based upon any statute of limitations; (iv) any claim of laches; and (v) all counterclaims and cross-claims. The liability of Maker hereunder shall be absolute and unconditional. No waiver by the Payees of timely payment in any instance hereunder shall be construed as a waiver of timely payment in any other instance. As collateral security for the payment of this Note, Maker does hereby pledge, hypothecate, assign, transfer, set over towards the Payees and grant to the Payees a security interest in the Interboro Shares (together with the certificates representing the Interboro Shares, and all cash, securities and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Interboro Shares, the "Pledged Shares") and Maker hereby agrees to deliver the Pledged Shares to Fischbeino Badilloo Wagnero Harding(the "Escrow Agent"), as escrow agent, whom Maker and the Payees hereby agree will hold such shares pursuant to the terms of the Escrow Agreement attached hereto as Exhibit A-1. The Payees hereby agree that the Maker may, at its option, deliver a letter of credit in favor of the Payees, in form and substance reasonably acceptable to the Payees, as substitute collateral security for the payment of this Note, in which event the Payees agree that the Pledged Shares shall no longer constitute collateral under this Note, the security interest therein shall be released and the Pledged Shares shall be released from escrow and delivered by the Escrow Agent to EVCI. The Payees shall not be entitled to exercise any voting and/or consensual powers pertaining to the Pledged Shares or any part thereof until Maker shall default in any payment of this Note as and when the same shall

"Interboro Shares") and by the grant of a first priority security interest to the Payees by Interboro in all of its assets for good, valuable and acknowledged consideration. Maker hereby waives demand for payment, notice of nonpayment, presentment, notice of dishonor, protest, notice of protest, or any other notice. Maker also hereby waives with respect to this Note: (i) the right to a trial by jury; (ii) all rights of setoff and deduction; (iii) all rights to interpose defenses, including, but not limited to, defenses based upon any statute of limitations; (iv) any claim of laches; and (v) all counterclaims and cross-claims. The liability of Maker hereunder shall be absolute and unconditional. No waiver by the Payees of timely payment in any instance hereunder shall be construed as a waiver of timely payment in any other instance. As collateral security for the payment of this Note, Maker does hereby pledge, hypothecate, assign, transfer, set over towards the Payees and grant to the Payees a security interest in the Interboro Shares (together with the certificates representing the Interboro Shares, and all cash, securities and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Interboro Shares, the "Pledged Shares") and Maker hereby agrees to deliver the Pledged Shares to Fischbeino Badilloo Wagnero Harding(the "Escrow Agent"), as escrow agent, whom Maker and the Payees hereby agree will hold such shares pursuant to the terms of the Escrow Agreement attached hereto as Exhibit A-1. The Payees hereby agree that the Maker may, at its option, deliver a letter of credit in favor of the Payees, in form and substance reasonably acceptable to the Payees, as substitute collateral security for the payment of this Note, in which event the Payees agree that the Pledged Shares shall no longer constitute collateral under this Note, the security interest therein shall be released and the Pledged Shares shall be released from escrow and delivered by the Escrow Agent to EVCI. The Payees shall not be entitled to exercise any voting and/or consensual powers pertaining to the Pledged Shares or any part thereof until Maker shall default in any payment of this Note as and when the same shall become due and 3

payable, whereupon the Payees shall immediately, and without notice to Maker, be entitled to exercise such powers. Upon default in the payment by Maker of this Note, subject to applicable securities laws, the Payees may exercise in respect of the Pledged Shares, in addition to other rights and remedies provided for herein or otherwise available to the Payees, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time. This Note in all respects shall be governed by and construed in accordance with the substantive laws of the State of New York and shall be binding upon Maker and Maker's legal representatives, successors and assigns. All notices, requests or other communications given or made hereunder shall be in writing and shall be delivered by hand (which shall include an overnight courier service), against written receipt, sent by facsimile transmission, receipt confirmed, or mailed by registered or certified mail, return receipt requested, postage prepaid, to the party at its address set forth in the Escrow Agreement. Notices shall be deemed given on the date of receipt or, if mailed, five business days after mailing, except notices of change of address, which shall be deemed given when received. By its signature below under the caption "Agreed and Accepted", and subject to the subordination below, Interboro hereby guarantees the performance by Maker of its obligations under this Note (and in connection with such guarantee waives any rights of exhaustion of remedies against Maker) and, in order to secure its obligations under such guarantee, grants to the Payees a first priority security interest in and lien upon all of the assets of Interboro, together with all proceeds therefrom (collectively, the "Collateral"), to secure payment of this Note when due. Interboro authorizes the Payees to file a financing statement describing the Collateral and represents and warrants that Interboro is a New York corporation and that substantially all of its assets are located in the State of New York. The Payees agree to provide Interboro with a copy of such financing statement promptly after filing. The Payees' security interest in the Collateral shall be subordinate only to the rights of the following

payable, whereupon the Payees shall immediately, and without notice to Maker, be entitled to exercise such powers. Upon default in the payment by Maker of this Note, subject to applicable securities laws, the Payees may exercise in respect of the Pledged Shares, in addition to other rights and remedies provided for herein or otherwise available to the Payees, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time. This Note in all respects shall be governed by and construed in accordance with the substantive laws of the State of New York and shall be binding upon Maker and Maker's legal representatives, successors and assigns. All notices, requests or other communications given or made hereunder shall be in writing and shall be delivered by hand (which shall include an overnight courier service), against written receipt, sent by facsimile transmission, receipt confirmed, or mailed by registered or certified mail, return receipt requested, postage prepaid, to the party at its address set forth in the Escrow Agreement. Notices shall be deemed given on the date of receipt or, if mailed, five business days after mailing, except notices of change of address, which shall be deemed given when received. By its signature below under the caption "Agreed and Accepted", and subject to the subordination below, Interboro hereby guarantees the performance by Maker of its obligations under this Note (and in connection with such guarantee waives any rights of exhaustion of remedies against Maker) and, in order to secure its obligations under such guarantee, grants to the Payees a first priority security interest in and lien upon all of the assets of Interboro, together with all proceeds therefrom (collectively, the "Collateral"), to secure payment of this Note when due. Interboro authorizes the Payees to file a financing statement describing the Collateral and represents and warrants that Interboro is a New York corporation and that substantially all of its assets are located in the State of New York. The Payees agree to provide Interboro with a copy of such financing statement promptly after filing. The Payees' security interest in the Collateral shall be subordinate only to the rights of the following creditors of Interboro (each, a "Senior Creditor") to receive payment in full of the total amount indicated 4

opposite the identification of such Senior Creditor(s) before the Payees have any right to receive payment of any amount due under this Note out of the Collateral, upon exercise of the Payees' rights and remedies, following a default in payment of this Note when due, and whether or not such Senior Creditors of Interboro have perfected security interests in the Collateral:
Senior Creditor Bruce R. Kalisch Such creditors as Interboro shall, by written notice to Amaranth, designate as Senior Creditors (along with, in each case, the amount of indebtedness in respect of which the designation is being made), the total amount of designated indebtedness to such Senior Creditors not to exceed in the aggregate over all such designations the amount set forth to the right hereof; provided that the total amount of indebtedness under a revolving loan shall be the stated limit thereof Total Amount $1,000,000 $2,000,000

The Payees agree not to take any action in contravention of such subordination and Interboro agrees that, without the consent of the Payees entitled to 2/3 of the total amount payable under this Note, Interboro will not effect any sale, lease, assignment, transfer or other conveyance of all or substantially all of the assets of Interboro except to the extent the grant of a security interest to a Senior Creditor is permitted by the subordination provisions of this Note. The Payees also agree that, while the foregoing subordination provisions are self-operating, the Payees will execute and deliver a subordination agreement in customary form and permit the filing of appropriate financing statements that are requested by any Senior Creditor in order to give it with a perfected security interest in the

opposite the identification of such Senior Creditor(s) before the Payees have any right to receive payment of any amount due under this Note out of the Collateral, upon exercise of the Payees' rights and remedies, following a default in payment of this Note when due, and whether or not such Senior Creditors of Interboro have perfected security interests in the Collateral:
Senior Creditor Bruce R. Kalisch Such creditors as Interboro shall, by written notice to Amaranth, designate as Senior Creditors (along with, in each case, the amount of indebtedness in respect of which the designation is being made), the total amount of designated indebtedness to such Senior Creditors not to exceed in the aggregate over all such designations the amount set forth to the right hereof; provided that the total amount of indebtedness under a revolving loan shall be the stated limit thereof Total Amount $1,000,000 $2,000,000

The Payees agree not to take any action in contravention of such subordination and Interboro agrees that, without the consent of the Payees entitled to 2/3 of the total amount payable under this Note, Interboro will not effect any sale, lease, assignment, transfer or other conveyance of all or substantially all of the assets of Interboro except to the extent the grant of a security interest to a Senior Creditor is permitted by the subordination provisions of this Note. The Payees also agree that, while the foregoing subordination provisions are self-operating, the Payees will execute and deliver a subordination agreement in customary form and permit the filing of appropriate financing statements that are requested by any Senior Creditor in order to give it with a perfected security interest in the Collateral that is senior only to the Payees' security interest in the Collateral. Any and all unresolved disputes, claims or controversies arising out of or relating to the subordination provisions of this Note shall be submitted to final and binding arbitration in New York City before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. A party may commence such arbitration process by filing a written demand for arbitration with JAMS, with a copy to the other parties. The arbitration will be conducted 5

in accordance with the provisions of JAMS' Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties to the arbitration will cooperate with JAMS and with one another in selecting an arbitrator from JAMS' panel of neutrals, and in scheduling the arbitration proceedings so that a final determination can be made within 30 days after submission to arbitration. The parties to the arbitration covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs. However, once an award is entered, the losing party shall be responsible for paying all of the winner's reasonable costs and expenses of the arbitration, including attorneys' fees. The provisions of this paragraph may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and reasonable expenses, including attorneys' fees, to be paid by the party against whom enforcement is ordered. SIGNATURE PAGES FOLLOW 6

IN WITNESS WHEREOF, the parties have executed and delivered this Note as of the date first above. EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Dr. Arol I. Buntzman

in accordance with the provisions of JAMS' Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties to the arbitration will cooperate with JAMS and with one another in selecting an arbitrator from JAMS' panel of neutrals, and in scheduling the arbitration proceedings so that a final determination can be made within 30 days after submission to arbitration. The parties to the arbitration covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs. However, once an award is entered, the losing party shall be responsible for paying all of the winner's reasonable costs and expenses of the arbitration, including attorneys' fees. The provisions of this paragraph may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and reasonable expenses, including attorneys' fees, to be paid by the party against whom enforcement is ordered. SIGNATURE PAGES FOLLOW 6

IN WITNESS WHEREOF, the parties have executed and delivered this Note as of the date first above. EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Dr. Arol I. Buntzman ---------------------------------Dr. Arol I. Buntzman, Chairman & CEO

Agreed and Accepted INTERBORO INSTITUTE, INC.
By: /s/ Dr. Arol I. Buntzman ---------------------------------Dr. Arol I. Buntzman, Chairman

AMARANTH TRADING LLC By: Amaranth Advisors, LLC (Managing Member)
By: /s/ Nicholas M. Maounis ----------------------------Name: Nicholas M. Maounis Title: Managing Member

7

SENECA CAPITAL INTERNATIONAL, LTD.
By: /s/ Michael Rosenthal ---------------------------------Name: Michael Rosenthal Title: Partner

SENECA CAPITAL, L.P.

IN WITNESS WHEREOF, the parties have executed and delivered this Note as of the date first above. EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Dr. Arol I. Buntzman ---------------------------------Dr. Arol I. Buntzman, Chairman & CEO

Agreed and Accepted INTERBORO INSTITUTE, INC.
By: /s/ Dr. Arol I. Buntzman ---------------------------------Dr. Arol I. Buntzman, Chairman

AMARANTH TRADING LLC By: Amaranth Advisors, LLC (Managing Member)
By: /s/ Nicholas M. Maounis ----------------------------Name: Nicholas M. Maounis Title: Managing Member

7

SENECA CAPITAL INTERNATIONAL, LTD.
By: /s/ Michael Rosenthal ---------------------------------Name: Michael Rosenthal Title: Partner

SENECA CAPITAL, L.P.
By: /s/ Michael Rosenthal ---------------------------------Name: Michael Rosenthal Title: Partner

MERCED PARTNERS LIMITED PARTNERSHIP By: Global Capital Management, Inc., General Partner
By: /s/ Julie K. Braun ----------------------------Name: Julie K. Braun Title: Vice President

SENECA CAPITAL INTERNATIONAL, LTD.
By: /s/ Michael Rosenthal ---------------------------------Name: Michael Rosenthal Title: Partner

SENECA CAPITAL, L.P.
By: /s/ Michael Rosenthal ---------------------------------Name: Michael Rosenthal Title: Partner

MERCED PARTNERS LIMITED PARTNERSHIP By: Global Capital Management, Inc., General Partner
By: /s/ Julie K. Braun ----------------------------Name: Julie K. Braun Title: Vice President

LAKESHORE INTERNATIONAL, LTD. By: Hunter Capital Management, L.L.C., Investment Manager By: Global Capital Management, Inc. Member
By: /s/ Julie K. Braun ----------------------------Name: Julie K. Braun Title: Vice President

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SCHEDULE 1
PAYEE SPECIFIC AMOUNT OWED UNDER THIS NOTE

AMARANTH TRADING LLC SENECA CAPITAL INTERNATIONAL, LTD. SENECA CAPITAL, L.P. MERCED PARTNERS LIMITED PARTNERSHIP LAKESHORE INTERNATIONAL, LTD.

$700,700 $91,000 $45,500 $36,400 $36,400

9

SCHEDULE 1
PAYEE SPECIFIC AMOUNT OWED UNDER THIS NOTE

AMARANTH TRADING LLC SENECA CAPITAL INTERNATIONAL, LTD. SENECA CAPITAL, L.P. MERCED PARTNERS LIMITED PARTNERSHIP LAKESHORE INTERNATIONAL, LTD.

$700,700 $91,000 $45,500 $36,400 $36,400

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Exhibit 10.3 ESCROW AGREEMENT August 17, 2001 Fischbein Badillo Wagner Harding 909 Third Avenue, 18th Floor New York, New York 10022 Attention: Joseph D. Alperin, Esq. Ladies and Gentlemen: Reference is hereby made to that certain Secured Promissory Note, dated today and in the aggregated principal amount of $910,000 (the "Note"), issued by Educational Video Conferencing, Inc. ("EVCI" or the "Pledgor") in favor of Seneca Capital International, Ltd. ("Seneca Int'l"), Seneca Capital , L.P. ("Seneca"), Merced Partners Limited Partnership ("Merced"), Lakeshore International, Ltd. ("Lakeshore") and Amaranth Trading LLC ("Amaranth") (collectively, the "Pledgee"), pursuant to which, upon the terms and subject to the conditions set forth therein, EVCI has agreed to deposit the Pledged Shares into escrow to secure payment of the amount due under the Note. Pursuant to the letter agreement among EVCI and the Pledgee, dated today (the "Agreement") EVCI has agreed to deposit the Note into escrow. All capitalized terms used and not defined herein have the respective meanings assigned to them in the Note. By execution of this Agreement, each of Amaranth, Seneca Int'l, Seneca, Merced and Lakeshore confirm the appointment of Amaranth as its exclusive agent for the collection of the Note and the enforcement of all of their rights under the Note and under this Escrow Agreement, as Amaranth deems appropriate, in its sole discretion, including but not limited to, the collection from EVCI of the

total amount due under the Note and the distribution to each of them of their pro rata share of such amount, and each hereby authorizes the Escrow Agent to accept instructions from Amaranth as if such instructions where given by each of them. In accordance with the terms and subject to the conditions specified in this Escrow Agreement, Fischbein Badillo Wagner Harding, in its capacity as escrow agent (the "Escrow Agent"), is hereby authorized and directed to accept the delivery of and to hold in escrow the Note and the Pledged Shares, in each case in accordance with the following: 1. The Escrow Agent shall deliver the Note to Amaranth promptly after October 10, 2001 provided Escrow

Exhibit 10.3 ESCROW AGREEMENT August 17, 2001 Fischbein Badillo Wagner Harding 909 Third Avenue, 18th Floor New York, New York 10022 Attention: Joseph D. Alperin, Esq. Ladies and Gentlemen: Reference is hereby made to that certain Secured Promissory Note, dated today and in the aggregated principal amount of $910,000 (the "Note"), issued by Educational Video Conferencing, Inc. ("EVCI" or the "Pledgor") in favor of Seneca Capital International, Ltd. ("Seneca Int'l"), Seneca Capital , L.P. ("Seneca"), Merced Partners Limited Partnership ("Merced"), Lakeshore International, Ltd. ("Lakeshore") and Amaranth Trading LLC ("Amaranth") (collectively, the "Pledgee"), pursuant to which, upon the terms and subject to the conditions set forth therein, EVCI has agreed to deposit the Pledged Shares into escrow to secure payment of the amount due under the Note. Pursuant to the letter agreement among EVCI and the Pledgee, dated today (the "Agreement") EVCI has agreed to deposit the Note into escrow. All capitalized terms used and not defined herein have the respective meanings assigned to them in the Note. By execution of this Agreement, each of Amaranth, Seneca Int'l, Seneca, Merced and Lakeshore confirm the appointment of Amaranth as its exclusive agent for the collection of the Note and the enforcement of all of their rights under the Note and under this Escrow Agreement, as Amaranth deems appropriate, in its sole discretion, including but not limited to, the collection from EVCI of the

total amount due under the Note and the distribution to each of them of their pro rata share of such amount, and each hereby authorizes the Escrow Agent to accept instructions from Amaranth as if such instructions where given by each of them. In accordance with the terms and subject to the conditions specified in this Escrow Agreement, Fischbein Badillo Wagner Harding, in its capacity as escrow agent (the "Escrow Agent"), is hereby authorized and directed to accept the delivery of and to hold in escrow the Note and the Pledged Shares, in each case in accordance with the following: 1. The Escrow Agent shall deliver the Note to Amaranth promptly after October 10, 2001 provided Escrow Agent has not received an affidavit of EVCI stating that the Agreement is null and void pursuant to paragraph 4 of the Agreement and that a copy of such affidavit has been given to Amaranth in accordance with this Agreement. If Escrow Agent receives such an affidavit by the close of business on October 10, 2001, it shall cancel and deliver the Note to EVCI promptly. If either Amaranth or EVCI objects to delivery of the Note to the other by written notice to Escrow Agent, Escrow Agent shall continue to hold the Note in escrow in accordance with Section 8 hereof. 2. The Escrow Agent shall, as promptly as practicable, notify Amaranth of its receipt from EVCI of the Pledged Shares. EVCI hereby agrees to deliver to the Escrow Agent, to be held in escrow hereunder, all cash, securities and other property at any time and from time to time received, receivable or otherwise distributed to any person in respect of or in exchange for any or all of the Pledged Shares. Upon satisfaction of the Note, EVCI shall be entitled to prompt return of all of the Pledged Shares, to or at the direction of EVCI, which have not been used or applied toward satisfaction of the Note. 2

3. In the event EVCI fails to pay the total amount owed under the Note when due, whether on maturity or as a

total amount due under the Note and the distribution to each of them of their pro rata share of such amount, and each hereby authorizes the Escrow Agent to accept instructions from Amaranth as if such instructions where given by each of them. In accordance with the terms and subject to the conditions specified in this Escrow Agreement, Fischbein Badillo Wagner Harding, in its capacity as escrow agent (the "Escrow Agent"), is hereby authorized and directed to accept the delivery of and to hold in escrow the Note and the Pledged Shares, in each case in accordance with the following: 1. The Escrow Agent shall deliver the Note to Amaranth promptly after October 10, 2001 provided Escrow Agent has not received an affidavit of EVCI stating that the Agreement is null and void pursuant to paragraph 4 of the Agreement and that a copy of such affidavit has been given to Amaranth in accordance with this Agreement. If Escrow Agent receives such an affidavit by the close of business on October 10, 2001, it shall cancel and deliver the Note to EVCI promptly. If either Amaranth or EVCI objects to delivery of the Note to the other by written notice to Escrow Agent, Escrow Agent shall continue to hold the Note in escrow in accordance with Section 8 hereof. 2. The Escrow Agent shall, as promptly as practicable, notify Amaranth of its receipt from EVCI of the Pledged Shares. EVCI hereby agrees to deliver to the Escrow Agent, to be held in escrow hereunder, all cash, securities and other property at any time and from time to time received, receivable or otherwise distributed to any person in respect of or in exchange for any or all of the Pledged Shares. Upon satisfaction of the Note, EVCI shall be entitled to prompt return of all of the Pledged Shares, to or at the direction of EVCI, which have not been used or applied toward satisfaction of the Note. 2

3. In the event EVCI fails to pay the total amount owed under the Note when due, whether on maturity or as a result of acceleration by the Payee: (a) Pledgee may deliver to the Escrow Agent an affidavit of Pledgee demanding delivery of the Pledged Shares to Pledgee. Thereafter, the Escrow Agent shall promptly furnish to EVCI a copy of such affidavit. Unless the Escrow Agent receives from EVCI an affidavit of the President or Chief Financial Officer of EVCI unequivocally refuting Pledgee's affidavit within five (5) business days of providing a copy of Pledgee's affidavit to EVCI, the Escrow Agent shall immediately deliver the Pledged Shares to Pledgee. (b) Thereafter, Pledgee may exercise in respect of the Pledged Shares, in addition to other rights and remedies provided for in the Note or otherwise available to Pledgee, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time. (c) If the Escrow Agent shall have timely received the affidavit from the Pledgor described in Section 1(a) hereof, the Escrow Agent shall continue to hold the Pledged Shares until otherwise authorized and directed to distribute the Pledged Shares (i) pursuant to a joint written instruction received by it and signed by EVCI and the Pledgee or (ii) pursuant to a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction ("Court Order") which is received by the Escrow Agent and which Court Order is accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable. 3

(d) Pledgee hereby agrees that EVCI may, at its option, deliver to Pledgee a letter of credit in favor of the Pledgee, in form and substance reasonably acceptable to the Pledgee, as substitute collateral security for the payment of the Note, in which event the Pledgee agrees that it will cooperate with EVCI to deliver joint instructions to the Escrow Agent to the effect that the Pledged Shares shall no longer constitute collateral under the Note, the security interest therein shall be released and the Pledged Shares shall be released from escrow and delivered by the Escrow Agent to EVCI.

3. In the event EVCI fails to pay the total amount owed under the Note when due, whether on maturity or as a result of acceleration by the Payee: (a) Pledgee may deliver to the Escrow Agent an affidavit of Pledgee demanding delivery of the Pledged Shares to Pledgee. Thereafter, the Escrow Agent shall promptly furnish to EVCI a copy of such affidavit. Unless the Escrow Agent receives from EVCI an affidavit of the President or Chief Financial Officer of EVCI unequivocally refuting Pledgee's affidavit within five (5) business days of providing a copy of Pledgee's affidavit to EVCI, the Escrow Agent shall immediately deliver the Pledged Shares to Pledgee. (b) Thereafter, Pledgee may exercise in respect of the Pledged Shares, in addition to other rights and remedies provided for in the Note or otherwise available to Pledgee, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time. (c) If the Escrow Agent shall have timely received the affidavit from the Pledgor described in Section 1(a) hereof, the Escrow Agent shall continue to hold the Pledged Shares until otherwise authorized and directed to distribute the Pledged Shares (i) pursuant to a joint written instruction received by it and signed by EVCI and the Pledgee or (ii) pursuant to a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction ("Court Order") which is received by the Escrow Agent and which Court Order is accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable. 3

(d) Pledgee hereby agrees that EVCI may, at its option, deliver to Pledgee a letter of credit in favor of the Pledgee, in form and substance reasonably acceptable to the Pledgee, as substitute collateral security for the payment of the Note, in which event the Pledgee agrees that it will cooperate with EVCI to deliver joint instructions to the Escrow Agent to the effect that the Pledged Shares shall no longer constitute collateral under the Note, the security interest therein shall be released and the Pledged Shares shall be released from escrow and delivered by the Escrow Agent to EVCI. (e) Pledgee agrees that it will consider requests, other than that described in Section 1(d) hereof, that may be made by EVCI from time to time for substitution of collateral hereunder, and EVCI acknowledges that Pledgee is under no obligation to grant such requests. 4. The Escrow Agent shall be entitled to rely upon, and shall be fully protected from, all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. Reference below to the Pledged Shares be deemed to include the Note, unless the context requires otherwise. 5. The duties of the Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. The Escrow Agent shall neither be responsible for or under, nor chargeable with any knowledge of, the terms and conditions of any other agreement, instrument or document in connection herewith 4

and shall be required to act in respect of the Pledged Shares only as provided in this Escrow Agreement. This Escrow Agreement sets forth all the obligations of the Escrow Agent with respect to any and all matters pertinent to the escrow contemplated hereunder and no additional obligations of the Escrow Agent shall be implied from the terms hereof or any other agreement or instrument. The Escrow Agent shall incur no liability in connection with the discharge of its obligations hereunder or otherwise in connection therewith, except such liability as may arise from the gross negligence or willful misconduct of the Escrow Agent. 6. The Escrow Agent may consult with counsel of its choice, which may include attorneys in the firm of Fischbein

(d) Pledgee hereby agrees that EVCI may, at its option, deliver to Pledgee a letter of credit in favor of the Pledgee, in form and substance reasonably acceptable to the Pledgee, as substitute collateral security for the payment of the Note, in which event the Pledgee agrees that it will cooperate with EVCI to deliver joint instructions to the Escrow Agent to the effect that the Pledged Shares shall no longer constitute collateral under the Note, the security interest therein shall be released and the Pledged Shares shall be released from escrow and delivered by the Escrow Agent to EVCI. (e) Pledgee agrees that it will consider requests, other than that described in Section 1(d) hereof, that may be made by EVCI from time to time for substitution of collateral hereunder, and EVCI acknowledges that Pledgee is under no obligation to grant such requests. 4. The Escrow Agent shall be entitled to rely upon, and shall be fully protected from, all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. Reference below to the Pledged Shares be deemed to include the Note, unless the context requires otherwise. 5. The duties of the Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. The Escrow Agent shall neither be responsible for or under, nor chargeable with any knowledge of, the terms and conditions of any other agreement, instrument or document in connection herewith 4

and shall be required to act in respect of the Pledged Shares only as provided in this Escrow Agreement. This Escrow Agreement sets forth all the obligations of the Escrow Agent with respect to any and all matters pertinent to the escrow contemplated hereunder and no additional obligations of the Escrow Agent shall be implied from the terms hereof or any other agreement or instrument. The Escrow Agent shall incur no liability in connection with the discharge of its obligations hereunder or otherwise in connection therewith, except such liability as may arise from the gross negligence or willful misconduct of the Escrow Agent. 6. The Escrow Agent may consult with counsel of its choice, which may include attorneys in the firm of Fischbein Badillo Wagner Harding, and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of such counsel. 7. The Escrow Agent shall not be bound by any modification, cancellation or rescission of this Escrow Agreement unless such modification, cancellation or rescission is in writing and signed by the Escrow Agent. 8. The Escrow Agent is acting as a stakeholder only with respect to the Pledged Shares. If any dispute arises as to whether the Escrow Agent is obligated to deliver the Pledged Shares or as to whom the Pledged Shares are to be delivered or the amount or timing thereof, the Escrow Agent shall not be required to make any delivery, but in such event the Escrow Agent may hold the Pledged Shares until receipt by the Escrow Agent of instructions in writing, signed by all parties which have, or claim to have, an interest in the Pledged Shares, directing the disposition of the Pledged Shares, or in the absence of such authorization, the Escrow Agent may hold the Pledged Shares until receipt of a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Pledged Shares. The Escrow Agent may require, as a condition to the disposition of the Pledged Shares pursuant to written instructions, indemnification and/or opinions of counsel, in form and substance satisfactory to the Escrow Agent, from each party providing such instructions. If such written instructions, indemnification and opinions are not received, or proceedings for such determination are not commenced, within 30 days after receipt by the Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the Pledged Shares, the Escrow Agent may either (i) hold the Pledged Shares until receipt of (x) such written instructions and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Pledged Shares; or (ii) deposit the Pledged Shares in the registry of a court of competent jurisdiction; provided, however, that notwithstanding the foregoing, the Escrow Agent may, but shall not be required to, institute legal proceedings of any kind.

and shall be required to act in respect of the Pledged Shares only as provided in this Escrow Agreement. This Escrow Agreement sets forth all the obligations of the Escrow Agent with respect to any and all matters pertinent to the escrow contemplated hereunder and no additional obligations of the Escrow Agent shall be implied from the terms hereof or any other agreement or instrument. The Escrow Agent shall incur no liability in connection with the discharge of its obligations hereunder or otherwise in connection therewith, except such liability as may arise from the gross negligence or willful misconduct of the Escrow Agent. 6. The Escrow Agent may consult with counsel of its choice, which may include attorneys in the firm of Fischbein Badillo Wagner Harding, and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of such counsel. 7. The Escrow Agent shall not be bound by any modification, cancellation or rescission of this Escrow Agreement unless such modification, cancellation or rescission is in writing and signed by the Escrow Agent. 8. The Escrow Agent is acting as a stakeholder only with respect to the Pledged Shares. If any dispute arises as to whether the Escrow Agent is obligated to deliver the Pledged Shares or as to whom the Pledged Shares are to be delivered or the amount or timing thereof, the Escrow Agent shall not be required to make any delivery, but in such event the Escrow Agent may hold the Pledged Shares until receipt by the Escrow Agent of instructions in writing, signed by all parties which have, or claim to have, an interest in the Pledged Shares, directing the disposition of the Pledged Shares, or in the absence of such authorization, the Escrow Agent may hold the Pledged Shares until receipt of a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Pledged Shares. The Escrow Agent may require, as a condition to the disposition of the Pledged Shares pursuant to written instructions, indemnification and/or opinions of counsel, in form and substance satisfactory to the Escrow Agent, from each party providing such instructions. If such written instructions, indemnification and opinions are not received, or proceedings for such determination are not commenced, within 30 days after receipt by the Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the Pledged Shares, the Escrow Agent may either (i) hold the Pledged Shares until receipt of (x) such written instructions and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Pledged Shares; or (ii) deposit the Pledged Shares in the registry of a court of competent jurisdiction; provided, however, that notwithstanding the foregoing, the Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. 9. EVCI agrees to reimburse the Escrow Agent on demand for, and to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense (including, without limitation, attorneys' fees and costs) that the Escrow Agent may suffer or incur in connection with agreeing to this Escrow Agreement and the performance of its obligations hereunder or otherwise in connection therewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Without in any way limiting the foregoing, the Escrow Agent shall be reimbursed for the cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder (which may include fees and costs of legal services provided by attorneys in the firm of Fischbein Badillo Wagner Harding), based 6

on the normal hourly rates in effect at the time services are rendered. The Escrow Agent shall have the right at any time and from time from time to charge, and reimburse itself from, the Pledged Shares for all amounts to which it is entitled pursuant to this Escrow Agreement. 10. The Escrow Agent and any successor escrow agent may at any time resign as such by delivering the Pledged Shares to either (i) any successor escrow agent designated in writing by all the parties hereto (other than the Escrow Agent), or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the Pledged Shares as set forth in this paragraph 10, the Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Escrow Agreement. 11. If the Escrow Agent requires any further instruments or instructions to effectuate this Escrow Agreement or obligations in respect hereof, the necessary parties hereto shall join in furnishing the same.

on the normal hourly rates in effect at the time services are rendered. The Escrow Agent shall have the right at any time and from time from time to charge, and reimburse itself from, the Pledged Shares for all amounts to which it is entitled pursuant to this Escrow Agreement. 10. The Escrow Agent and any successor escrow agent may at any time resign as such by delivering the Pledged Shares to either (i) any successor escrow agent designated in writing by all the parties hereto (other than the Escrow Agent), or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the Pledged Shares as set forth in this paragraph 10, the Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Escrow Agreement. 11. If the Escrow Agent requires any further instruments or instructions to effectuate this Escrow Agreement or obligations in respect hereof, the necessary parties hereto shall join in furnishing the same. 12. The Escrow Agent shall have the right to represent EVCI in any dispute between the parties hereto with respect to the Pledged Shares or otherwise. 13. This Escrow Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. Nothing contained herein, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successors and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Escrow Agreement or the escrow contemplated hereby. 7

14. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered by hand (which shall include delivery by Federal Express or similar service) or upon receipt or two days after mailing when mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to EVCI, to: Educational Video Conferencing, Inc. 35 East Grassy Sprain Road Yonkers, New York 10710 Attention: Dr. Arol I. Buntzman, Chairman (914) 787-3500 (914) 395-3498 (Fax) (b) if to the Pledgee, to: Amaranth Trading LLC Two American Lane Greenwich, Connecticut 06836-2571 Attention: Michael S. Katz, Esq. (203) 862-8000 (203) 861-3210 (Fax) (c) if to the Escrow Agent, to: Fischbein Badillo Wagner Harding 909 Third Avenue, 18th Floor New York, New York 10022 Attention: Joseph D. Alperin, Esq. (212) 453-3708 (212) 644-3601 (Fax) 15. This Escrow Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law doctrine of such state. All actions against the Escrow Agent arising under or relating to this Agreement shall be brought against the Escrow Agent exclusively in the appropriate court in the County of New York, State of New York. Each of the parties hereto agrees to submit to personal jurisdiction

14. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered by hand (which shall include delivery by Federal Express or similar service) or upon receipt or two days after mailing when mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to EVCI, to: Educational Video Conferencing, Inc. 35 East Grassy Sprain Road Yonkers, New York 10710 Attention: Dr. Arol I. Buntzman, Chairman (914) 787-3500 (914) 395-3498 (Fax) (b) if to the Pledgee, to: Amaranth Trading LLC Two American Lane Greenwich, Connecticut 06836-2571 Attention: Michael S. Katz, Esq. (203) 862-8000 (203) 861-3210 (Fax) (c) if to the Escrow Agent, to: Fischbein Badillo Wagner Harding 909 Third Avenue, 18th Floor New York, New York 10022 Attention: Joseph D. Alperin, Esq. (212) 453-3708 (212) 644-3601 (Fax) 15. This Escrow Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law doctrine of such state. All actions against the Escrow Agent arising under or relating to this Agreement shall be brought against the Escrow Agent exclusively in the appropriate court in the County of New York, State of New York. Each of the parties hereto agrees to submit to personal jurisdiction 8

and to waive any objection as to venue in the County of New York, State of New York. Service of process on any party hereto in any action arising out of or relating to this Escrow Agreement shall be effective if mailed to such party as set forth in the immediately preceding paragraph. 16. TO THE FULL EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ESCROW AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ESCROW AGENT ENTERING INTO THIS ESCROW AGREEMENT. 17. This Escrow Agreement may be executed in counterparts, each of which shall constitute an integral original part of one and the same original instrument. 18. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties hereto taken within context may require. 19. The rights of the Escrow Agent contained herein, including, without limitation, the right to indemnification, shall survive the resignation of the Escrow Agent and the termination of the escrow contemplated hereunder.

and to waive any objection as to venue in the County of New York, State of New York. Service of process on any party hereto in any action arising out of or relating to this Escrow Agreement shall be effective if mailed to such party as set forth in the immediately preceding paragraph. 16. TO THE FULL EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ESCROW AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ESCROW AGENT ENTERING INTO THIS ESCROW AGREEMENT. 17. This Escrow Agreement may be executed in counterparts, each of which shall constitute an integral original part of one and the same original instrument. 18. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties hereto taken within context may require. 19. The rights of the Escrow Agent contained herein, including, without limitation, the right to indemnification, shall survive the resignation of the Escrow Agent and the termination of the escrow contemplated hereunder. 9

If the foregoing correctly sets forth the understanding between EVCI and the Pledgee, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Dr. Arol I. Buntzman ------------------------------Name: Dr. Arol I. Buntzman Title: Chairman and CEO

AMARANTH TRADING LLC

By: Amaranth Advisors, LLC (Managing Member)
By: /s/ Micholas M. Maounis -----------------------------Name: Nicholas M. Maounis Title: Managing Member

SENECA CAPITAL INTERNATIONAL, LTD.
By: /s/ Michael Rosenthal ----------------------------------Name: Michael Rosenthal Title: Partner

SENECA CAPITAL, L.P.
By: /s/ Michael Rosenthal

If the foregoing correctly sets forth the understanding between EVCI and the Pledgee, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Dr. Arol I. Buntzman ------------------------------Name: Dr. Arol I. Buntzman Title: Chairman and CEO

AMARANTH TRADING LLC

By: Amaranth Advisors, LLC (Managing Member)
By: /s/ Micholas M. Maounis -----------------------------Name: Nicholas M. Maounis Title: Managing Member

SENECA CAPITAL INTERNATIONAL, LTD.
By: /s/ Michael Rosenthal ----------------------------------Name: Michael Rosenthal Title: Partner

SENECA CAPITAL, L.P.
By: /s/ Michael Rosenthal ----------------------------------Name: Michael Rosenthal Title: Partner

MERCED PARTNERS LIMITED PARTNERSHIP By: Global Capital Management, Inc., General Partner
By: /s/ Julie K. Braun -----------------------------Name: Julie K. Braun Title: Vice President

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LAKESHORE INTERNATIONAL, LTD. By: Hunter Capital Management, L.L.C., Investment Manager By: Global Capital Management, Inc.

LAKESHORE INTERNATIONAL, LTD. By: Hunter Capital Management, L.L.C., Investment Manager By: Global Capital Management, Inc. Member
By: /s/ Julie K. Braun ----------------------------Name: Julie K. Braun Title: Vice President

ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN: FISCHBEIN BADILLO WAGNER HARDING
By: /s/ Joseph D. Alperin ------------------------------Joseph D. Alperin Partner

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