Case 2:05-cv-06127-NS
Document 13-4
Filed 02/15/2006
Page 1 of 14
EXHIBIT 9
Case 2:05-cv-06127-NS
Document 13-4
Filed 02/15/2006
Page 2 of 14
Practicing Gets REALLY FUN When You Are Collecting $Sd, 000, $75,000,,$l 00, 000 Or More !
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"Who Else Thinks They Might Be Rea dy For A end 3rd or 4In D 'RX 9OOOTM ystern""
An 8-10 Weer Installation Date Gives `You Plenty Of Tim e TO ROMP Up Your Marketing Now, Have Another "One-On-One" Phone Fall With Dr. A_ltadonno, And Have A Waiting List OfPatients Willi)7 'And Read), To Go ' I YES! Ben, I . think I am ready for to rise to the next level ! Please have "Robert from Axiom Worldwide give me a call to discuss my options! I understand that he will not "hard sell" me and only answer any questions that I..have. Please use my contact information and "best time to can" info . below :
Name
Mailing Address
Office Phone Mobile Phone (Optional) Home Phone (Optional) Email Address Best time/s to reach.. me
FAX TO : 925-314-9442
Case 2:05-cv-06127-NS
Document 13-4
Filed 02/15/2006
Page 3 of 14
EXHIBIT 10
Case 2:05-cv-06127-NS
Document 13-4
Filed 02/15/2006
Page 4 of 14
TERMS AND CONDITIONS OF SALE AND/OR SERVICE S 1. GENERAL: By signing this TERMS AND CONDITIONS OF SALE AND/OR SERVICES, hereinafter referred to as the "Agreement", it demonstrates that the Customer has fully read these terms and will comply with them in their entirety as stated within the Agreement and on the accompanying Invoice . For purposes of thi : Agreement, it is understood that "Customer" shall ALWAYS be defined to include Any and All persons affiliated with Customer's business, an d it is understood that "Axiom" shall ALWAYS be defined herein to include its employees, officers, directors, shareholders, agents or contractors, an d their successors and assigns . This Agreement shall apply to an y sales or proposed sal e of goods an d/or services by Axiom . The prices and terms on this sale are not subject to verbal changes or other agreements unless approved in writing by Axiom. All sales and agreements are contingent upon strikes, accidents, fires, availabili ty of materials an d all other causes beyond Axiom's control . Conditions not specifically stated herein shall be governed by established trade customs . Terms inconsistent with those stated herein which might appear on Customer's invoice will not be binding. Typographical and stenographic errors are subject to correction by Axiom. In the event that Customer has signed multiple invoices, then the invoice with the most recent date stamp "Terms and Conditions of Sale an d/or Se rvices" page shall have the superseding authori ty unless otherwise specified in writing by Axiom . 2. PRICES AND TAXES, TITLE AND DEFAULT, INTEREST : PRICES and TAXES-Customer's order shall be accepted by Axiom subject to final credit or cash collection approval by Axiom. Prices are F.O.B. with a stated shipping point an d are subject to correction for errors, such corrections will be given before shipment. Any sales tae, duties or other tares not included in this sal e, but applicable shall be the duty an d obligation of the Customer . TITLE and DEFAULT- Unless otherwise agreed to in writing, title to the goods or any part thereof shall pass from Axiom to Customer as soon as al l payments due herein have been fully made in cash or the equivalent in unencumbered funds. Until such time, the goods sh al l be and remain the property of Axiom, notwithstanding their mode of attachment to realty, other property or third parties an d Customer shall take all reasonabje precautions to safeguard Axiom's property until such time as title has passed to Customer. In the event of default on an y terms then Customer agrees that Axiom is entitled to an d shall collect from the Customer up to twenty percent (20%) of the stated purchase price as liquidated damages an d/or a restocking fee . Axiom shall be entitled to the immediate possession of the goods an d shal l be free to enter the premises where the goods may be located and remove such goods as it is Axiom's property, and without prejudice to Axiom's right to pursue any further expenses for damages Axiom may suffer by reason of such default . INTEREST . In the event of payment default by the Customer, the Customer acknowledges th at Axiom is entitled to collect interest until such payments are made in full . Interest shall begin accruing from the date of this Agreement and continue to accrue at a stated rate of 18% compounded an nually. In th e event that Axiom must deman d the use of an attorn ey to rectify ANY defaults by Customer or begin th e collection process on outstanding monies owed and/or applicable interest on th is debt, th e Customer agrees that the Customer shall be ar all legal costs incurred by Axiom in any and al l attempts to collect on such non-payment, interest or rectify ANY default issues by th e Customer as related to th is entire Agreement. Axiom reserves an d retains all rights afforded th em through the laws of the State of Florida, as Florida has jurisdiction to th is Agreement and ANY disputes . DELIVERY, INSTALLATION AND SERVICE, CHANGES AND CANCELLATIONS, CLAIMS AND RETURNED GOODS: DELIVERY- Shipping, 3. Installations and Se rv ice dates are approximate an d are based on conditions an d miscellan eous factors at an y time. Axiom sh al l not be liable for loss, damage, detention or delay resulting from causes beyond its reasonable control, acts of God, or caused by fire, strike, civil or military authority, insurrection or riot, embargoes, c ar shortages, wrecks or delays in transportation . Delivery of major components to any point other than instal lation site, upon instructions from Customer, sh al l constitute delivery, installation an d safe transfer an d any added shipping expense will be the responsibility of the Customer . INSTALLATION and SERVICE - Should installation or se rv ice be delayed for an y reason post shipment or travel has commenced, as a result of th e Customer, then five (5) days from said date shall be considered as the date of completion of installation an d or se rv ice an d terms of payment shal l then apply as stated . In the event of delay or default at the request of the Customer then such chan ges are subject to Axiom's sole accept ance and Axiom may at its sole option deman d reasonable fees to accommodate such requests and such fees will not be refused by Customer. The installation shall also be considered con)plete when th e equipment is available to be put to use for th e purpose intended an d the equipment is available for First Use. First Use means that point upon completion of installation where equipment is available for gainful use by Customer or Lessee as an asset, reg ardless of any training components . Installation me an s the assembly, mo6titing, interconnection an d calibration of components listed on this quotation and then demonstrated to any pe rs onnel of the Customer . It is unders tood that Customer must provide appropriate an d safe environmental conditions for operation of equipment an d is necessa ry for proper working conditions of the equipment; it is the responsibility of the Customer to ensure such conditions are provided according to specifications provided by Axiom in the Users M anual . CHANGES and CANCELLATIONS - Orders accepted by Axiom are not subject to changes or c an cellations by the Customer except wi th the prior wri tten consent of the management of Axiom . Manufacturers have the right to ch ange the construction and/or design of its goods wi thout notice to Customer if, in their judgment, such change does not alter the general function of th e goods. CLAIMS and RETURNED GOODS - No goods may be retu rn ed to Axiom or its suppliers wi thout the prior consent of Axiom in writing. 4. WARRANTIES, LIMITATION OF LIABILPY IES, LEGAL AND INDEMNIFICATION : WARRANTIES - Axiom provides a one-year (1) parts and labor warranty at the customer's location from th e time of installdtion, if not amended or extended by Axiom in writing. Except as set forth herein, goods an d/or se rv ices sold by Axiom, which are m an ufactured by its suppliers of any of their affiliates, are subject to warran ties against defects in material and workmanship under normal use an d se rv ice, according to the specific warranty published in the User's Manual . THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, ORAL, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO : ANY, EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF PARTICULAR USE OR AGAINST INFRINGEMENT, AND IT CONSTITUTES THE ONLY WARRANTY MADE WITH RESPECT TO THIS ORDER OR THE GOODS COVERED THEREBY. Warranties will cover only those goods, which are unused at th e time of sales by Axiom an d extend only to the origin al Customer thereof, no transfers unless approved by Axiom in writing an d in advan ce of such tr an sfer. Warranties will cease to be effective : If th e unit has been physically moved or relocated from immediate an d precise installation point an d location or if th e goods are altered, inspected or repaired oth er than by persons au thorized or approved by Axiom to perform such work in writing . M THE EVENT OF ANY PAYMENT DEFAULTS BY THE CUSTOMER ON ANY GOODS OR SERVICES PROVIDED BY AXIOM, THEN ALL WARRANTIES AND SUPPORT BY AXIOM SHALL BE VOID AND AXIOM SHALL BE HELD HARMLESS . Repairs, se rv icing or replacement deliveries do not interrupt or prolong the term of the warranty . Wa rranties will also cease to be effective if th e Customer fails to operate and use the goods sold hereunder in a safe an d reasonable m anner and in accord an ce wi th Axiom's instructions or as stated in the Users Manual . INTELLECTUAL PROPERTY- Axiom vigorously defends all forms of Intellectual Prope rt y Right infringement and Customer shall use all reasonable efforts to protect Axiom's property and interests. Axiom is extending th e use of ce rt ain forms of Intellectual Property to th e Customer ; to include but not limited to Media Kits, Trademarks, Patents, Art Work, Creative Print and Media Work and other proprietary property; these items are not transferable to any other user or person except with the notarized written permission of th e President of Axiom . In th e event of such unau thorized transfer, then the Customer shall be held equally liable to Axiom . Axiom reserv es the right to wi th drawal the use of these forms of Intellectual Property at its sole discretion an d the use, or promotion of these rights may not ever bcrcombined or utilized in connection with any other medical device or procedure, specifically competitive or similar in nature to Axiom' s products an d/or se rvices. LIMITATION OF LIABILITIES-THE CUSTOMER apknowledges that Axiom shall not be liable for any damages or liabilities incurred by the Customer, any assignee of the Customer or Any third party whatsoever for ANY reason whatsoever . Customer specifically waives any claim, which Customer or anyone claiming th rough Customer, may now have or may have in the future ar ising out of any acts by Axiom which are alleged to have been wrongful, negligent or grossly negligent or any claims asse rt ing liability in strict liability . If for any reason this provision or any part hereof is deemed unenforceable in no event shall Axiom be deemed liable for an y damages which in total would exceed th e actual s al es price of the goods or equipment less an y monies collected as revenues by th e Customer through the use of the product, since date of First Use, in th e cou rse of the Customer's norm al course of business . LEGAL - Any and All litigation arising out of the sale or service or proposed sale of any product or service by Axiom, since inception of Customer' s relationship with Axiom, shall be gove rned by the laws of th e State of Florida and Any/All legal proceedings shall have venue proper in th e courts of Hillsborough County, Florida with the express unde rstanding that th e Customer shall immediately be held liable for Any/ All of Axiom' s legal an d p ro fessional fees and expenses in defense of Any/All claims or breaches from th is Agreement, or an y alleged or asserted claims against or towards Axiom by any Third Party, and shall include such defenses and enforcements associated with Axiom protecting its intellectual Property . INDEMNIFICATION - Customer acknowledges that it will indemnify and hold Axiom harmless from Any and All claims by any third p a tty for an y reason, including, but not limited to, any claims by persons receiving treatment on the equipment, or any claims asserted ar ising out of the sale, proposed s al e, servicing, warranty , design, manufacture, installation, possession, application of treatments cruse, patient billing and reimbursement protocols, Any and which training, operating of or dismantling of equipment or Any other financial damages . This indemnification responsibility of the Customer shall apply with respect tonegligenceAll claimsliabilitymay be or strict on the alleged or ass e rt ed against Axiom, as defined herein, arising out of the equipment and shall include, but shall not be limited to any claims alleging negligence, gross part of Axiom .
THIS AGREEVENT WAS WRITTEN IN THE UNITED STATES OF AMERICA AND SHALL BE DEEMED ACCEPTABLE TO THE COURT OF INTERNATIONAL COA01ERCIAL ARBITRATION, LOCATED IN THE HAGUE, NETHERLt NDS . ALL TRANSACTIONS AND ALL PRICES QUOTED ARE STATED IN US DOLLARS . AXIOM WORLDWIDE IS AN ISO REGISTERED COMPANY AND RESERVES ANY AND ALL OF ITS RIGHTS WITH FULL PROSECUTION OF WORLDWIDE SM-45 REV. B ISO 9001-134851134831NfDDI COPYRIGHT, PATENTAND TRAD&vLARK PROTECTIONS AFFORDED TO AXIOM . REV-0216005
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Case 2:05-cv-06127-NS
Document 13-4
Filed 02/15/2006
Page 5 of 14
EXHIBIT I I
Case 2:05-cv-06127-NS
Document 13-4
Filed 02/15/2006
Page 6 of 14
wnJVL0W A7C
Sales In voi ce
Date 2/25/2005 Invoice # 133 9
Bill To Commerce Commercial Leas ing 655 Business Center Dr. Ste. 250 Horsham, PA 19044
Ship To Liners Chiropractic, Inc. Dr. Eric Liners 100 E . Romie Lane, #4 Salinas, CA 93901 PH:831-784-0280 F :831-784-0283
r'
Terms Due on receipt Quantity Description I DRX9000 Spinal Decompression System Includes: Harness Ki t Media Kit One Year Service Warranty including parts, labor & travel
Rep Ben A Unit Price 95,000 .00
Rev A Amount 95,000 .00
1 DRX9000C Cervical Uni t Includes: Cervical Apparatus Installation & Delivery One Year Service Warranty including parts, labor & trave l By signing this Invoice you acknowledge that the room where th e Cervical Unit will be Installed is at least 10'x12'. Sales Discount
45,000 .00
45,000 .00
i;
-15,000 .00
-15,000 .00
f"
Thank You for Your Business!
Total
Page 1 9423 CORPORATE LAKE DR . TAMPA FL 33634 USA TEL -I-t71 1 • 81 3 0 Z4 93 0 6444 FAX -1'D 1 1 • 8 13 8 249 0 644 5
Case 2:05-cv-06127-NS
Document 13-4
Filed 02/15/2006
Page 7 of 14
sales Invoic e
Date 2/25/2005 Bill To Commerce Commercial Leasing 655 Business Center Dr. Ste . 25 0 Horsham, PA 19044 Ship To Liners Chiropractic, Inc . Dr. Eric Liners 100 E . Romie Lane, #4 Salinas, CA 93901 PH:831-784-0280 F:831-784-028 3 Invoice # 1339
Terms
Rep
Rev
Due on receipt Quantity Description 1 Low Level Power Laser 90 Therapy System 5 power setting positions.
Includes:
Ben A Unit Price 5,995 .00
A Amount 5, 995 .00
Carrying case, digital power meter with timer, certified protectiv e goggles, additional rechargeable battery, Marketing CD, charger unit, instruction manual., , 1 Year Warranty R Sales Discount Customer Signature* Date: * Signature represents acceptance of SALES INVOICE and TERMS AND CONDITIONS OF SALES AND/OR SERVICE That is Attached to this Invoice (Reference Document- SMA5Rev.B IS09001-13485/13483/MDD/REV-0216005 ) Sales Tax 6.00% 0 .00 -5,995 .00 0 .00 -5,995 .0 0 0 .0 0
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Thank You for Your Business!
Total
$125,000.0 0
. Page 2 9423 CORPORATE LAKE DR . TAMPA FL 33634 US A TEL -I-O 1 1 • 8 1 3 • 249 • 644 4 -I-O 1 1 • 81 3 • 2 4 9 • 8 445 FAX
Case 2:05-cv-06127-NS
Document 13-4
Filed 02/15/2006
Page 8 of 14
EXHIBIT 12
Case 2:05-cv-06127-NS
9W S 1 NE m`OYG M. -NE'R'S
Document 13-4
WELLS FARGO 1766 VAN NESS ORPSNO, CA 93721
Filed 02/15/2006
Page 9 of 14 004 06/29/200.
83 PJZO•,VING)sTOWNDR Saik4sj `Cry 0390 6
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Five Thousand Twg, j4und re4
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$5265026
DOLLARS
Sixty Five and 26/ 100 ******** *
$5265 .26
Verbally authorized by your ddpo8itar.
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Case 2:05-cv-06127-NS
Document 13-4
Filed 02/15/2006
Page 10 of 14
EXHIBIT 13
Case 2:05-cv-06127-NS
Nov-23-05 01 :45pm
Document 13-4
Filed 02/15/2006
215- 665-2013 •
Page 11 of 14
T-713 P . 001/003 F-916
From - Cozen O'Connor - Philadelphia
PHItADEIPFAA ATUNTA CHARLOTTE CHERRY HILL CHICAGO
Lam" ti's
COZ C N E
O'CONNOR
ATTORNEYS
A PROFESSIONAL CORPORATION
sAN
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NEW YORK NEWARK SAN DIRGO FRANCISCO
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WEST CONWHOCKI N WIGHIrA
WW WON
1900 MARKET STREET PHILADELPHIA, PA 19103-3508 215 .665.2000 800 .523.2900 215 .665.2013 FAX www.eo:en,co m
FACSIMILE
FROM : George M. Gowen, III
TIMEKEEPER NO, :
SENDER'S FAX: FILE NAME :
328 2
215 .701 .202 8
SENDER'S PHONE :
215,665,2781
# OF PAGES (INCLUDING COVER) :
DATE : November 23, 2005
LINERS
FILE # :
18015 7
RECIPIENT(S) Stephen Levin, Esquire Adam Taylor, Esqui re
MESSAGE :
PHONE 215-638 .9330 207-828 .2005
FA X 215-638-286 7 207-347-4523
FAXED BY CONFIRMED BY PACKAGED BY
IF YOU DO NOT RECEIVE A LL PAGES, PLEASE CALL [215 .665 .2000] or [800 .523 .2900] IMMEDIATELY. THIS TRANSMISSION IS ALSO BEING SENT VIA _ u Regular Mall u CerriRed Mail u Hand Delivery 0 Clvemight Mail u Fedeml Express u E-Mail
N071CE The information contained in this Ironsmisslon is privileged and confidential . It is intended for the use of the individual or emit' named above . IF the readat of this memago is not the ioWWcd addmssm, the reader is hem6y notified 16ad any consideration, disseminallon or duplication of this communication is shidly prohUnd. IF the addmssee her. received this comonesicdion in error, please return $is Iransmission to us at the c6ova address 6y mall We vAN reim6urso you For paslage . In addition, if dais communication was rewired in the U.S., please notify us immedlately.by phoning and asking for the Fa: Center.
Case 2:05-cv-06127-NS
Nov-23-05 0 2 :45pm
PHILADELPHIA
Document 13-4
Filed 02/15/2006
215- 665-2013 ..
Page 12 of 14
T-T13 P .002/003 F-91 6
NEW YORK NEWARK SAN DIEGO SAN FRANCISCO SAWA F E
From - Cozen O'Connor - Philadelphia
ATLANTA CHARLOTM CHERRY HI LL CHICAGO DBWER HOUSTON LAS VEGAS LONDON LOS ANGELES
C
COZEN O"CONNO R
ATTO RNEYS
A PROFESSIONAL CORPORATION
,C
TRENTON WASHINGTON, DC WEST CONSHOHOCKEN WICHRA WILMINGTON
I POO MARM STREET PHILADELPHIA, PA 19108 .3508
215,665.2000
800.523 .2900 215 .665,2013 FAX www.cozen .c m
November 23, 2005
VIA FAI,CSU%ULE
George M. Gowen III
Direct Phone 215.665.2781 Direct Fn 215 .701 _2 0,28
ggowen®cuen .com
Stephen Levin, Esquire
Lamm Rubenstone Totaro & David LLC 3600 Horizon Boulevard, Suite 200 Trevose, PA 19053 Re: Partners Equity Capital Company LLC v . Liners Chiropractic, et al . Dear Mr . Levin: Along with Adam Taylor of Taylor, McCormack & Frame LLC, I represent Dr. Eric Liners and Liners Chiropractic, Inc. I understand that you recently filed a complaint against them in the Court of Common Pleas of Montgomery County, Pennsylvania, on behalf of your client, Partners Equity Capital Company, LLC ("Partners Equity'l. I have a copy of Partners Equity's verified Complaint , The Complaint is grossly misleading and appears to violate Pennsylvania Rule of Civil Procedure 1023 .1 . Partners Equity would have the Court believe that, one day, out of the blue, Dr . Liners simply stopped making lease payments, much to Partners Equity's surprise . Parmers Equity conspicuously omits that, before the date on which it alleges Dr . Liners ceased making payments, the equipment at issue was taken from his possession (after recogn ition by the seller that the machine was defective and did not provide Dr . Liners with the benefit of his bargain), with proinises that it would be repaired . We have since learned that it was Partners Equity's assignor, Commerce Commercial Leasing LLC ("Commerce Leasing"), who had an abiding awareness of the machine's defects and concurred in the seller's repossession of the same from Dr. Liners--another fact missing from your Complaint . Perhaps most shocking is the omission that, after the repossession, Commerce Leasing promptly took possession from the original seller and then immediately resold it. In other words, during the very time that Partners Equity alleges that Dr. Liners failed to make payments for the use of the machine, its own affiliate actually possessed the machine and then sold it to a different user . These are not peripheral facts . It is Dr. Liners who has been wrongfully injured here, not Partners Equity . If this litigation continues, and if Partners Equity ever validly s e rves Dr. Liners with process from a court of competent jurisdi cti on, he will file counterclaims against Partners Equity and w ill file a
Case 2:05-cv-06127-NS
Nov-2 3 -05 02 :45pa
Document 13-4
Filed 02/15/2006
215-665-2013 . .•
Page 13 of 14
T-713 P . 003/003 F-91 6
From-Cozen O'Connor - Philadelphia
Stephen Levin, Esquire November 23, 2005 Page 2 third-parry complaint against Commerce Leasing. We also will seek sanctions, to the fullest extent available, for Partners Equity' s misleading allegations. We intend to remove the action to federal court, without waiving our position that Dr_ Liners has not been served. I sincerely hope that the removal is the last event in this litigation. Please call me to discuss an early termination of the case, by agreement . Sincerely, COZEN O'CONNOR
By: GMG
George M . Gowen II I
cc:
Adam Taylor, Esquire (via facsimile)
Case 2:05-cv-06127-NS
Nov-23-05 02 :45pm
Document 13-4
Filed 02/15/2006
215-665-2013 .
Page 14 of 14
T-713 P .001/003 F-016
From-Cozen O'Connor - Philadelphia
PHILADELPFAA AXWA CHARLOTTE CHERRY HU
CHIC&W
COZEN
O'CONNOR
ATTORNEYS
A PROFESSIONAL CORPORATION
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1900 MARKET STREET PHILADELPHIA, PA 19103- 3508
215.665.2000 800.523 .2900
215.665 .2013 FAX
w ww.eozen.com
FACSIMILE
FROM: George M . Gowen, III SENDER'S PHONE : 215.665 .2781 # OF PAGES (INCLUDING COVER) : DATE : November 23, 2005 TIMEKEEPER NO. : 3282 SENDER'S FAX: 215 .701 .2026 FILE NAME: LINERS FILE # : 180157
RECIPIENT(S)
Stephen Levin, Esquire
PHONE
215-638.9330
FAX
215-638-286 7
Adam Taylor, Esquire
MESSAGE:
207-828-2005
207-3 47-4523
FAXED BY " CONFIRMED BY PACKAGED BY
IF YOU DO NOT RECEIVE ALL PAGES, PLEASE CALL [215.665 .2000] or [800.523 .2900] UAW ATELY . THIS TRANSMISSION IS ALSO BEING SENT VIA _ u Reguletr Mail u Cewfiied Mail u Hand Delivery u Ovemight Mail u Federal Express u E-Mail
NOTICE 'the information contained in Ihfs Irensmission is privileged and cenfidentiaL it is intended for the use of the individual or entity named above . IF the reader of this mossago is not the inwndad gddressw, the roadar is hereby notyiod that any consideration, disse mination or duplication of IN% aamnernicotior is shictiy prahi6hod. it this acicimuiso has recah'ad This communication in area, plea a rntvm this Imnsmissien to us at thin above addrese 6y moil Wo urill r4m6ur=o you for posloge . In addition, if this communication vas recsived in the U.S., phase notlry us immedfately .6y phoning end asking for the Fez Center.