Design Services Agreement
This Agreement for Professional Services (the "Agreement") is made and effective this July 5, 2005, between
Execute Sports (the "Client"), a corporation organized and existing under the laws of the Nevada, with its head
office located at 1284 Puerta Del Sol, Suite 150, San Clemente, CA 92673: and Chris Martin, an individual, with
his place of residence at 34192 Doheny Park Rd Capistrano Beach, CA 92624 ("Contractor"):
WHEREAS, Client finds that the Contractor is willing to perform certain work hereinafter described in
accordance with the provisions of this Agreement; and
WHEREAS, Client finds that the Contractor is qualified to perform the work, all relevant factors considered, and
that such performance will be in furtherance of Client's business.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound,
the parties hereto agree as follows:
1. SERVICES TO CLIENT
The Contractor shall provide the following ("Services") to Client:
Brand, logo and other design work for the Client's existing products as well as those in development.
Collaboration on co-branding strategies with marketing and distribution partners and channels.
2. PAYMENT AND INVOICING TERMS
2.1 Payment for Services
The Client will pay Contractor 40,000 shares of its common stock with "piggy back" registration rights in lieu of
2.2 Reimbursable Costs
Client shall reimburse, based on written pre-authorization, the Contractor all costs incurred in connection with the
Services rendered. Reimbursable costs include, but are not limited to, travel costs, subcontractors, materials,
computer costs, telephone, copies, delivery, etc. that are attributable to a project or Service (the "Reimbursable
Costs"). Travel costs are defined as air travel, lodging, meals and incidentals, ground transportation, tools, and all
costs associated with travel. All extraordinary travel expenses must receive Client's approval. The Contractor
shall provide to Client substantiation of Reimbursable Costs incurred.
Invoices will submitted monthly by the Contractor for payment by Client. Payment is due upon receipt and is past
due Five (5) business days from receipt of invoice. If Client has any valid reason for disputing any portion of an
invoice, Client will so notify the Contractor within Three
(3) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice will be deemed
valid. The portion of the Contractor's invoice which is not in dispute shall be paid in accordance with the
procedures set forth herein.
A finance charge of Two Percent [2%] per month on the unpaid amount of an invoice, or the maximum amount
allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first to
accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred
in collection of delinquent accounts shall be paid by Client. If payment of invoices is not current, the Contractor
may suspend performing further work.
All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there will be added to any
such amount payable by Client the monetary sum equal to any and all current and future applicable taxes,
however designated, incurred as a result of or otherwise in connection with this Agreement or the Services,
including without limitation state and local privilege, excise, sales, services, withholding, and use taxes and any
taxes or other amounts in lieu thereof paid or payable by Client (other than taxes based on the Contractor's net
income). If Client does not pay such taxes, the Contractor may make such payments and Client will reimburse the
Contractor for those payments. Client will hold the Contractor harmless for any payments made by Client
pursuant to this
Client may, with the approval of the Contractor, issue written directions within the general scope of any Services
to be ordered. Such changes (the "Change Order") may be for additional work or the Contractor may be
directed to change the direction of the work covered by the Task Order, but no change will be allowed unless
agreed to by the Contractor in writing.
4. STANDARD OF CARE
The Contractor warrants that it services shall be performed by personnel possessing competency consistent with
applicable industry standards. No other representation, express or implied, and no warranty or guarantee are
included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or
otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software
developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE
CONTRACTOR CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS
WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.
The Contractor's liability, including but not limited to Client's claims of contributions and indemnification related to
third party claims arising out of services rendered by the Contractor, and for any losses, injury or damages to
persons or properties or work performed arising out of or in connection with this Agreement and for any other
claim, shall be limited to the lesser of (i) [AMOUNT] or (ii) payment received by the Contractor from Client for
the particular service provided giving rise to the claim. Notwithstanding anything to the contrary in this
Agreement, the Contractor shall not be liable for any special, indirect, consequential, lost profits, or punitive
damages. Client agrees to limit the Contractor's liability to Client and any other third party for any damage on
account of any error, omission or negligence to a sum not to exceed the lesser of (i)
[AMOUNT] or (ii) the payment received by the Contractor for the particular service provided giving rise to the
claim. The limitation of liability set forth herein is for any and all matters for which the Contractor may otherwise
have liability arising out of or in connection with this Agreement, whether the claim arises in contract, tort, statute,
Client's exclusive remedy for any claim arising out of or relating to this Agreement will be for the Contractor,
upon receipt of written notice, either (i) to use commercially reasonable efforts to cure, at its expense, the matter
that gave rise to the claim for which the Contractor is at fault, or (ii) return to Client the fees paid by Client to the
Contractor for the particular service provided that gives rise to the claim, subject to the limitation contained in
Section 5.1. Client agrees that it will not allege that this remedy fails its essential purpose.
Articles 2, 4, 5, and 6 survive the expiration or termination of this Agreement for any reason.
6.1 Insecurity and Adequate Assurances
If reasonable grounds for insecurity arise with respect to Client's ability to pay for the Services in a timely fashion,
the Contractor may demand in writing adequate assurances of Client's ability to meet its payment obligations
under this Agreement. Unless Client provides the assurances in a reasonable time and manner acceptable to the
Contractor, in addition to any other rights and remedies available, Client may partially or totally suspend its
performance while awaiting assurances, without liability to Client.
Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of
any remaining provisions, which remaining provisions shall remain in full force and effect as if this Agreement had
been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that
they would have executed the remaining portion of this Agreement without including any such part, parts, or
portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in full
force and effect in all other circumstances.
6.3 Modification and Waiver
Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent
6.4 Independent Contractor
The Contractor is an independent contractor of Client.
Client shall give the Contractor written notice within [NUMBER] days of obtaining knowledge of the occurrence
of any claim or cause of action which Client believes that it has, or may seek to assert or allege, against the
Contractor, whether such claim is based in law or equity, arising under or related to this Agreement or to the
transactions contemplated hereby, or any act or omission to act by the Contractor with respect hereto. If Client
fails to give such notice to the Contractor with regard to any such claim or cause of action and shall not have
brought legal action for such claim or cause of action within said time period, Client shall be deemed to have
waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or
proceeding in any court or before any governmental agency or authority or any arbitrator. All notices or other
communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that
recipient receives a manually signed copy and the transmission method is scheduled to deliver within [HOURS]
and shall be deemed given when delivered to the address specified below or such other address as may be
specified in a written notice in accordance with this Section.
If to the Contractor:
34192 Doheny Park Rd
Capistrano Beach, CA 92624
If to Client:
1284 Puerta Del Sol, Suite 150
San Clemente CA 92673
Any party may, by notice given in accordance with this Section to the
other parties, designate another address or person or entity for receipt
of notices hereunder.
The Agreement is not assignable or transferable by Client. This Agreement
is not assignable or transferable by the Contractor without the written
consent of Client, which consent shall not be unreasonably withheld or
The Contractor and Client recognize that disputes arising under this
Agreement are best resolved at the working level by the parties directly
involved. Both parties are encouraged to be imaginative in designing
mechanism and procedures to resolve disputes at this level. Such efforts
shall include the referral of any remaining issues in dispute to higher
authority within each participating party's organization for resolution.
Failing resolution of conflicts at the organizational level, the
Contractor and Client agree that any remaining conflicts arising out of or
relating to this Contract shall be submitted to nonbinding mediation
unless the Contractor and Client mutually agree otherwise. If the dispute
is not resolved through non-binding mediation, then the parties may take
other appropriate action subject to the other terms of this Agreement.
6.8 Section Headings
Title and headings of sections of this Agreement are for convenience of
reference only and shall not affect the construction of any provision of
6.9 Representations; Counterparts
Each person executing this Agreement on behalf of a party hereto
represents and warrants that such person is duly and validly authorized to
do so on behalf of such party, with full right and authority to execute
this Agreement and to bind such party with respect to all of its
obligations hereunder. This Agreement may be executed (by original or
telecopied signature) in counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute but one and the
Nothing in this Agreement or elsewhere will prohibit or limit the
Contractor's ownership and use of ideas, concepts, know-how, methods,
models, data, techniques, skill knowledge and experience that were used,
developed or gained in connection with this Agreement. The Contractor and
Client shall each have the right to use all data collected or generated
under this Agreement.
6.11 Non-solicitation of Employees
During and for [NUMBER] year after the term of this Agreement, Client will
not solicit the employment of, or employ the Contractor's personnel,
without the Contractor's prior written consent.
Client will cooperate with the Contractor in taking actions and executing
documents, as appropriate, to achieve the objectives of this Agreement.
Client agrees that the Contractor's performance is dependent on Client's
timely and effective cooperation with the Contractor. Accordingly, Client
acknowledges that any delay by Client may result in the Contractor being
released from an obligation or scheduled deadline or in Client having to
pay extra fees for the Contractor's agreement to meet a specific
obligation or deadline despite the delay.
6.13 Governing Law and Construction
This Agreement will be governed by and construed in accordance with the
laws of California, without regard to the principles of conflicts of law.
The language of this Agreement shall be deemed to be the result of
negotiation among the parties and their respective counsel and shall not
be construed strictly for or against any party. Each party (i) agrees that
any action arising out of or in connection with this Agreement shall be
brought solely in courts of the State of California (ii) hereby consents
to the jurisdiction of the courts of the State of California and (iii)
agrees that, whenever a party is requested to execute one or more
documents evidencing such consent, it shall do so immediately.
6.14 Entire Agreement; Survival
This Agreement, including any Exhibits, states the entire Agreement
between the parties and supersedes all previous contracts, proposals, oral
or written, and all other communications between the parties respecting
the subject matter hereof, and supersedes any and all prior
understandings, representations, warranties, agreements or contracts
(whether oral or written) between Client and the Contractor respecting the
subject matter hereof. This Agreement may only be amended by an agreement
in writing executed by the parties hereto.
6.15 Force Majeure
The Contractor shall not be responsible for delays or failures (including
any delay by the Contractor to make progress in the prosecution of any
Services) if such delay arises out of causes beyond its control. Such
causes may include, but are not restricted to, acts of God or of the
public enemy, fires, floods, epidemics, riots, quarantine restrictions,
strikes, freight embargoes, earthquakes, electrical outages, computer or
communications failures, and severe weather, and acts or omissions of
subcontractors or third parties.
6.16 Use By Third Parties
Work performed by the Contractor pursuant to this Agreement are only for
the purpose intended and may be misleading if used in another context.
Client agrees not to use any documents produced under this Agreement for
anything other than the intended purpose without the Contractor's written
permission. This Agreement shall, therefore, not create any rights or
benefits to parties other than to Client and the Contractor.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
Authorized Signature Authorized Signature
By: Chris Martin By: Donald Dallape
Title: Title: President and Chairman
The Execute Sports Code of Ethics
Purpose and Scope
This policy establishes our company's requirements regarding personal and professional ethical and legal
standards of conduct and the handling of complaints of violations of those standards. It applies to all Execute
Sports employees, contractors and non-employee directors.
It is the policy of The Execute Sports Company to conduct its business in accordance with applicable laws of the
United States and other jurisdictions in which the Company operates and in accordance with the highest ethical
standards of business conduct. All employees shall adhere strictly to this policy.
While it is the Company's explicit policy to comply with all relevant federal, state and local statutes, our
commitment to ethical conduct in the affairs of our business goes far beyond the prohibitions of any particular
statute. The company's minimum requirements for the conduct of all employees follow.
General Business Ethics
All persons employed by, or associated with the Company are expected to deal honestly, truthfully and fairly with
others in business. False or intentionally misleading statements or omissions of any kind should never be made.
Confidential information, either of Execute Sports or of any other company, must never be misused. Execute
Sports will not countenance any types of deceitful practices.
Company Records and Money
Company records must always be maintained and presented accurately and reliably. No false or intentionally
misleading entries may be made in the Company's books or records. Company money must be accurately
accounted for and may only be spent for lawful, company-related purposes. Employees whose duties involve
verification of expenditures of Company money are responsible for the scrutiny and verification of the legitimacy
of all expenditures.
Relationships with Vendors/Customers
All vendors and customers are to be treated honestly and fairly. No payments, gifts of more than nominal value,
or any form of preferential treatment may be made to obtain or retain business, or to realize a certain price for
Company products. No payments, direct or indirect, including gifts of more than nominal value or any form of
preferential treatment, may be solicited or accepted from any vendor, customer or competitor of the Company.
Money, gifts, repetitive or extensive entertainment and other favors which would imply or incur an obligation must
not be accepted or given by employees or immediate members of their family in connection with transactions
involving the Company. Acceptance of a meal, refreshments or entertainment in the normal course of business
relations is permitted and, to the extent practical, should be reciprocated.
The Company will promptly terminate any employee who offers or receives a bribe or a kickback. Such conduct
is illegal and strictly forbidden.
Conflicts of Interest
All decisions involving the business or non-business activities of the Company must be made solely in the best
interests of the Company. Employees, and directors who are not employees, must not make decisions based on
personal considerations which might affect or appear to affect their judgment. Accordingly, they must not have, or
appear to have, any direct or indirect personal interest, financial or otherwise, in any of the Company's
competitors, suppliers or customers. They may not buy or sell, directly or indirectly, any property, goods or
services from or to the Company for their own benefit or for the benefit of their families or associates. Employees
must not accept from others, directly or indirectly, any form of compensation for work or services relating to their
responsibilities as Execute Sports employees. The ownership, as an investor, of the securities of publicly held
corporations may normally be disregarded.
Any employee with a question about whether a particular situation constitutes a conflict of interest should discuss
it with his or her supervisor.
Important information that has not yet become publicly available about either Execute Sports or publicly traded
companies with which Execute Sports has business dealings is "Inside Information." Execute Sports personnel
who have access to Inside Information may not profit financially by buying or selling or in any other way dealing in
Execute Sports stock or the stock of another publicly traded company about which the person has Inside
Information. Nor may Execute Sports personnel benefit financially or in any other way by passing on Inside
Information to any other person. The use of Inside Information in order to gain personal benefit is illegal
regardless of how small the user's profit from the transaction may be.
An easy way to determine whether information not yet publicly available is Inside Information is to ask whether
the dissemination of the information would be likely to affect the market price of the stock of the company in
question or whether it would be likely to be considered as important information by investors who are considering
purchasing or selling that company's stock. If the information makes you want to buy or sell, it is likely to have the
same effect on others.
If you possess Inside Information, you must refrain from trading the stock of the company concerned, from
advising anyone else to do so or from communicating the Inside Information to anyone else until you know that it
has been disseminated to the public.
Company Trade Secrets
Proprietary information includes data developed or assembled on Company time or at Company expense, that is
unique in the sense that the end result is not readily available generally without a like expenditure of time and
money, even though the basic data is known or observable. Trade secrets include all data unique to the Company
and discoverable only by employees in certain positions in the Company. Information in these categories is the
property of Execute Sports Incorporated, and any misapplication or misappropriation of that property may
prompt legal action by the Company.
No one should share proprietary information or trade secrets of Execute Sports with anyone outside the
Company, or anyone within the Company not authorized to receive that information. Nor should anyone solicit or
accept from anyone outside the Company any proprietary information or trade secrets of another company. The
Company has no interest either in receiving or using any proprietary information or trade secrets of other
companies, because to do so would be unethical and improper.
Further, no one should make any use of materials protected by copyrights, trademarks, or patents without first
bringing the matter to the attention of the Legal Services Department.
Execute Sports has always been, and remains, an ardent supporter of free and fair competition. Execute Sports
forbids any conduct that would unfairly and unlawfully diminish competition in the marketplace. The antitrust laws
protect and promote free and fair competition among businesses. Examples of the types of conduct which are
prohibited under the antitrust laws, and are therefore particularly unacceptable to Execute Sports include but are
not limited to:
- Any agreements among competitors about price, allocation of markets, or allocation of customers.
- Any agreements with customers not to deal with a competitor.
- Restrictions on resale.
- Sales conditioned on agreements to purchase other products.
Environmental, Health and Safety Laws and Regulations
Environmental, Health and Safety laws and regulations are very complex and extremely important. Compliance
with these regulations is essential. In addition, it is essential that any reports or representations made by or on
behalf of the Company to any environmental, health or safety regulatory body be completely accurate and
correct, containing no false statements or material omissions.
Execute Sports complies carefully with all regulations governing campaign contributions in federal, state and local
elections. In addition, employees are free to make, or not to make, any individual political contributions they
desire. The Company shall never reimburse an employee for a political contribution made by the employee.
In some countries, practices which the United States would characterize as criminal or corrupt are accepted or
tolerated as part of the political and commercial culture. In particular, some countries do not condemn bribery the
way the United States does, and permit, or tolerate, payments to public officials to influence their exercise of
discretion. Not only are such practices contrary to Execute Sports' standards, they are illegal in the United States,
even when committed abroad. Execute Sports forbids the offering or receiving of any money or anything of value
to or from a foreign official to influence that person in the performance of official functions.
Governments sometimes seek to advance their own political agendas by pressuring companies with whom they
do business to boycott the companies or products of certain other countries. It is unlawful for any United States
citizen or company to comply with, further or support a boycott against a country which is not itself the object of
any form of boycott pursuant to United States law or regulation. Execute Sports refuses to participate in
furthering any form of illegal boycott.
Execute Sports Incorporated prohibits the sexual harassment of individuals in the workplace. Sexually harassing
behavior which occurs off Execute Sports premises is also prohibited. Furthermore, the Company will not
tolerate retaliation against anyone who rejects sexual advances, makes a report of harassment or provides
information or assistance in the investigation of such a report.
Interference with an Audit
It is unlawful to attempt improperly to persuade an outside auditor to approve false financial statements. Execute
Sports prohibits its officers and directors, and anyone acting under their direction, from coercing, manipulating,
misleading or fraudulently influencing the Company's outside auditor to approve materially misleading financial
Any employee who becomes aware of any illegal activities or any violation of the policies contained in this policy
is required immediately to report the conduct. This reporting is not only encouraged by the Company, it is
required. The Company pledges that it will not retaliate against employees who make such reports and shall not
tolerate retaliation by any other person against an employee who makes such a report.
Employees may report a policy violation to supervisory personnel, directly to the General Counsel. Supervisory
personnel are required to communicate reported violations of law or Company Policy to the General Counsel.
Contact information for the General Counsel is as follows:
City National Bank Building
4275 Executive Square
La Jolla, CA 92037
A full and accurate report made to the General Counsel constitutes compliance with the reporting requirement.
Complaint Investigation Procedures
When the General Counsel receives a complaint of a violation of this policy directly or he/she will, with the help of
the President -- Internal Audit, evaluate the complaint. Complaints alleging questionable accounting, internal
accounting controls and auditing matters will be submitted to the Board of Directors. The Board of Directors may
request the General Counsel to conduct an investigation, or may, in its discretion, retain its own advisors to
evaluate and/or to investigate the complaint. Complaints alleging serious misconduct by senior management will
be referred to the full Board of Directors for evaluation and investigation as appropriate. All other complaints will
be investigated by the General Counsel, as appropriate, and a summary of the complaints and management
follow-up will be reported to the Board of Directors periodically.
Employees who violate the policies set forth in this policy will be subject to discipline. Disciplinary measures will
vary, depending on the seriousness of the violation and the individual circumstances of the employee. Available
disciplinary sanctions include suspension, termination and referral to public law enforcement authorities for
Managers are responsible for ensuring that their exempt employees have read the Company's Code of Ethics and
related Policies. Human Resources is responsible for providing copies of the Policies in the new employee
package for all salaried exempt new hires.
Questionnaire and Disclosure
During the first quarter of each calendar year, the General Counsel will send to certain employees questionnaires
to ascertain compliance with this Policy. These employees will be identified by the responsible senior officers
upon request by the General Counsel.
Employees are expected to respond fully and candidly to the questionnaire. To ensure confidentiality and
consistency in handling, questionnaires will be reviewed by only the General Counsel and by the Chief Executive
If any event or set of circumstances occurs or appears likely to occur that might create a conflict not previously
disclosed or to deviate from the standards described herein, the employee is expected to make the relevant facts
known to the Company and to follow its recommendations. Employees are encouraged to discuss such matters
first with their supervisors, but they may consult either of the officers mentioned above.
Special Responsibilities of the CEO and Senior Financial Officers
The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, Controller and
Treasurer, are bound by the provisions set forth above relating to ethical conduct, conflicts of interest and
compliance with law. In addition, the Chief Executive Officer and senior financial officers are subject to the
following specific policies:
The Chief Executive Officer and all senior financial officers are responsible for full, fair, accurate, timely and
understandable disclosure in the periodic reports required to be filed by the Company with the Securities and
Exchange Commission, and in all other public communications made by the Company. Accordingly, it is the
responsibility of the Chief Executive Officer and each senior financial officer promptly to bring or cause to be
brought to the attention of the Disclosure Committee any material information of which he or she may become
aware that affects the disclosures made by the Company in its public filings and other public communications or
otherwise assist the Disclosure Committee in fulfilling its responsibilities as specified in the Committee's charter.
The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the
attention of the General Counsel and to the Board of Directors any information he or she may have concerning
any violation of this policy, including any actual or apparent conflicts of interest between personal and
professional relationships, involving any management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.
The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the
attention of the General Counsel and to the Board of Directors any information he or she may have concerning
evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and
the operation if its business, by the Company or any agent thereof, or of violation of this policy.
The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be
taken in the event of violations of this policy by the Chief Executive Officer and the Company's senior financial
officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for
adherence to this policy and may include written notices to the individual involved that the Board has determined
that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved,
suspension with or without pay or benefits (as determined by the Board), termination of the individual's
employment and referral to public law enforcement authorities for possible prosecution. In determining what
action is appropriate in a particular case, the Board of Directors or such designee shall take into account all
relevant information, including the nature and severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent,
whether the individual in question had been advised prior to the violation as to the proper course of action and
whether or not the individual in question had committed other violations in the past.
If you have questions about this policy, contact the office of General Counsel,
(858) 362-1440. This online policy supersedes all other versions of the policy.
TRACI J ANDERSON, CPA
14026 Cinnabar Place
Huntersville, NC 28078
Cell: (704) 904-0062
Office: (704) 948-6934
July 21, 2005
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Padova International USA, Inc. (dba Execute Sports, Inc.) and,
under the date of January 11, 2005, we reported on the financial statements of Padova International USA, Inc.
as of and for the years ended December 31, 2003. On February 15, 2005 our appointment as principal
accountants was terminated. We have read Padova International USA, Inc.'s statements included under Item
4.01 of its Form 8-K dated July 22, 2004 and we agree with such statements, except that we are not ni a
position to agree or disagree with Padova's statement that Bedinger & Company was not engaged regardgin the
application of accounting principles to a specified transaction or the type of audit opinion that might be rendered
on the Company's financial statements.
Very truly yours,
/s/ Traci J. Anderson
Traci J. Anderson