EFTA Document EFTA01358365

. • . WHEREAS, it is intended that the Meiget be effectuated upon; in accordance with; and subject t0, • the provisions of an Agreement and Plan of Merger the form annexed as Exhibit "A" hereto, which has also been approved by the Board of DirgtOrs.of FTC.and its sole shareholder (the 44erger Agreement"); , . WHEREAS, in connection with' the Merger and puisttant. to . the provisions of the Merger Agreement, Epstein is to surrender for cancellation ten Monsand: (10,000) shares of the Com