Creditriskmonitor Com Inc · 10QSB · For 3/31/05 · EX-10.1

Filed On 5/16/05 10:30am ET   ·   SEC File 1-08601   ·   Accession Number 1169232-5-2725

Quarterly Report -- Small Business   ·   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report                                      17     87K 
 2: EX-10.1     Stipulation of Settlement and Order                   14     57K 
 3: EX-31.1     Certification                                          2     10K 
 4: EX-31.2     Certification                                          2     10K 
 5: EX-32.1     Certification                                          1      6K 
 6: EX-32.2     Certification                                          1      6K 

EX-10.1   ·   Stipulation of Settlement and Order

EX-10.1
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                                                                    EXHIBIT 10.1

SUPREME COURT OF THE STATE OF NEW YORK                                          
COUNTY OF NASSAU                                                                
-----------------------------------------------------X                          
CREDITRISKMONITOR.COM, INC.,                                                    

  Plaintiff,                       Index No. 006211/01
                                (Warshawsky, J.)
-against-                                                     

SAMUEL FENSTERSTOCK and GLOBAL                                                  
CREDIT SERVICES, INC.,                                                          

Defendants.                                       
-----------------------------------------------------X                          

SUPREME COURT OF THE STATE OF NEW YORK                                          
COUNTY OF NASSAU                                                                
-----------------------------------------------------X                          
GLOBAL CREDIT SERVICES, INC.,                                                   

  Plaintiff,                       Index No. 001880/03
                                (Warshawsky, J.)
-against-                                                     

CREDITRISKMONITOR.COM, INC., THOMAS                                             
CORBETT and JEROME FLUM,                                                        

Defendants.                                       
-----------------------------------------------------X                          
CREDITRISKMONITOR.COM, INC. THOMAS                                              
CORBETT and JEROME FLUM,                                                        

Third-Party Plaintiffs,                           

-against-                                                     

GERALD DELISLE, SAMUEL FENSTERSTOCK and                                         
SERGEY POSKOTIN,                                                                

Third-Party Defendants.                           
-----------------------------------------------------X                          

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SUPREME COURT OF THE STATE OF NEW YORK                                          
COUNTY OF NASSAU                                                                
-----------------------------------------------------X                          
CREDITRISKMONITOR.COM, INC.,                    Index No. 003819/04             
                                (Warshawsky, J.)
Plaintiff,                                        

-against-                                                     

GERRY DELISLE, SAMUEL FENSTERSTOCK,                                             
RYAN KOHLER and GLOBAL CREDIT SERVICES,                                         
INC.,                                                                           

Defendants.               
-----------------------------------------------------X                          

SUPREME COURT OF THE STATE OF NEW YORK                                          
COUNTY OF NASSAU                                                                
-----------------------------------------------------X                          
CREDITRISKMONITOR.COM, INC.,                    Index No. 008341/04             
                                (Warshawsky, J.)
Plaintiff,                                        

-against-                                                     

MARK MCNAMARA and GLOBAL CREDIT                                                 
SERVICES, INC.,                                                                 

Defendants.                                       
-----------------------------------------------------X                          

 STIPULATION OF SETTLEMENT AND ORDER

      This Stipulation of Settlement (the  "Stipulation") is made as of the 27th
day of April,  2005, by and among  CREDITRISKMONITOR.COM,  INC. ("CRM"),  JEROME
FLUM  ("Flum"),  THOMAS  CORBETT  ("Corbett"),   GLOBAL  CREDIT  SERVICES,  INC.
("Global"),  GERALD DELISLE ("Delisle"),  SAMUEL FENSTERSTOCK  ("Fensterstock"),
SERGEY  POSKOTIN   ("Poskotin"),   RYAN  KOHLER  ("Kohler")  and  MARK  McNAMARA
("McNamara").  Each of the foregoing  parties  shall be referred to  hereinafter
individually  as a "Party" and  collectively  as the  "Parties." For purposes of
this  Stipulation,  the terms "CRM" and "Global" shall include their  respective
officers, directors, shareholders, affiliates, parents, subsidiaries, employees,
agents, representatives, successors, assigns and purchasers.                    

W I T N E S S E T H:

      WHEREAS,  the Parties are engaged in the four actions captioned above: (1)
CreditRiskMonitor.com,  Inc.  v.  Samuel  Fensterstock,  et al.,  Nassau  County
Supreme Court,  Index No. 6211-01  ("Action No. 1"); (2) Global Credit Services,
Inc. v. CreditRiskMonitor.com,  Inc., et al., Nassau County Supreme Court, Index
No. 1880-03 ("Action No. 2"); (3) CreditRiskMonitor.com,  Inc. v. Gerry Delisle,
et al., Nassau County Supreme Court, Index No. 3819-04 ("Action No. 3"); and (4)
CreditRiskMonitor.com, Inc. v. Mark McNamara, et                                

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al.,  Nassau  County  Supreme  Court,   Index  No.  8341-04   ("Action  No.  4")
(collectively, the "Lawsuits"); and                                             

      WHEREAS,  in order to avoid the expense,  inconvenience and uncertainty of
further litigation, the Parties desire to settle all of the Lawsuits and resolve
all other prior disputes or potential  claims between one another upon the terms
and subject to the conditions set forth in this Stipulation.                    

      NOW  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained herein,  and in reliance on the  representations  contained herein and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged,  and intending to be legally bound, the Parties agree as
follows:                                                                        

      1. Payment of Settlement Funds.  Simultaneously with the execution of this
Stipulation,  Global shall pay to CRM, on behalf of all  defendants,  the sum of
$1.1   million  in  the  form  of  a  certified   attorney   check   payable  to
CreditRiskMonitor.com, Inc. ("Certified Check"), in full and final settlement of
the  Lawsuits,  and all  claims,  causes of action and other  demands  that were
asserted,  or which could have been asserted,  therein or otherwise  between the
Parties.                                                                        

      2.  Discontinuance of Lawsuits.  Simultaneously with the execution of this
Stipulation but not before CRM receives the Certified  Check,  the Parties shall
execute and deliver Stipulations of Discontinuance with Prejudice in each of the
Lawsuits,  in the forms attached collectively hereto as Exhibit "A." Counsel for
Global,  Westerman Ball Ederer Miller & Sharfstein,  LLP, shall immediately file
the Stipulations of Discontinuance  with Prejudice with the Clerk of the Supreme
Court of Nassau County.                                                         

      3.  Discontinuance of Appeals and Cross-Appeals.  Simultaneously  with the
execution of this  Stipulation but not before CRM receives the Certified  Check,
the Parties  shall  execute and deliver a  Stipulation  of  Discontinuance  with
Prejudice,   withdrawing  and  discontinuing  with  prejudice  all  appeals  and
cross-appeals  in the matter  captioned  CreditRiskMonitor.com,  Inc.  v. Samuel
Fensterstock  and  Global  Credit  Services,  Inc.,  Supreme  Court of New York,
Appellate Division,  Second Department,  Nos. 2004-07667 and 2005-01810,  in the
form attached  hereto as Exhibit "B." Counsel for Global,  Westerman Ball Ederer
Miller  &  Sharfstein,   LLP,  shall   immediately   file  such  Stipulation  of
Discontinuance with Prejudice with the Clerk of the Appellate  Division,  Second
Department.                                                                     

      4.  Satisfaction of Judgments.  Simultaneously  with the execution of this
Stipulation but not before CRM receives the Certified  Check,  CRM shall execute
and deliver Satisfactions of Judgment, in the forms attached collectively hereto
as Exhibit "C," marking as satisfied  the  judgments  entered on August 24, 2004
and April 7, 2005 in the action captioned CreditRiskMonitor.com,  Inc. v. Samuel
Fensterstock and Global Credit Services, Inc., Nassau County Supreme Court Index
No. 6211-01 (the "Judgments").  Counsel for Global, Westerman Ball Ederer Miller
& Sharfstein,  LLP, shall  immediately file such  Satisfactions of Judgment with
the Clerk of the Supreme Court of Nassau County.                                

      5. Release of Bonds. Upon the execution of this Stipulation,  and upon the
"so-ordering"  of this  Stipulation by the Court but not before CRM receives the
Certified  Check,  the Clerk of the Nassau  County  Supreme Court is directed to
release and discharge with prejudice any and all bonds, letters                 

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of credit or other undertakings obtained by Global and/or Fensterstock to secure
the  judgments  entered  on August  24,  2004 and  April 7,  2005 in the  action
captioned  CreditRiskMonitor.com,  Inc. v. Samuel Fensterstock and Global Credit
Services, Inc., Nassau County Supreme Court Index No. 6211-01 (the "Judgments").
Upon the  execution  of this  Stipulation,  and upon the  "so-ordering"  of this
Stipulation   by  the  Court,   Bond  Number   104376653  is  hereby  fully  and
unconditionally  released  and  discharged,  and  Travelers  Casualty and Surety
Company,  and its parents,  affiliates and subsidiaries are hereby released from
any and all past,  present and future  liability under said bond and any and all
other bonds,  letters of credit or other undertakings  obtained by Global and/or
Fensterstock to secure the Judgments.                                           

      6. Releases.  (i) For and in  consideration  of the sum of ten dollars and
other  good  and  valuable  consideration,   the  receipt  of  which  is  hereby
acknowledged,  CRM, Flum and Corbett and their respective  officers,  directors,
shareholders,  members, partners,  parents,  subsidiaries,  affiliates,  agents,
employees, representatives, successors, executors, heirs and assigns release and
discharge Global, Delisle, Fensterstock, Poskotin, Kohler and McNamara and their
respective  officers,  directors,  shareholders,   members,  partners,  parents,
subsidiaries,   affiliates,  agents,  employees,  representatives,   successors,
executors,  heirs and assigns  (collectively  the "Global  Releasees")  from all
actions,  causes  of  action,  suits,  debts,  dues,  sums of  money,  accounts,
reckonings,  bonds, bills,  specialties,  covenants,  contracts,  controversies,
agreements,   promises,  variances,  trespasses,  damages,  judgments,  extents,
executions,  costs,  attorneys'  fees,  claims and  demands of any kind from the
beginning  of the world to the date of this  Stipulation,  except for the Global
Releasees' obligations under this Stipulation.                                  

            (ii) For and in  consideration  of the sum of ten  dollars and other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
Global,  Delisle,   Fensterstock,   Poskotin,  Kohler  and  McNamara  and  their
respective  officers,  directors,  shareholders,   members,  partners,  parents,
subsidiaries,   affiliates,  agents,  employees,  representatives,   successors,
executors,  heirs and assigns  release and  discharge  CRM, Flum and Corbett and
their respective officers, directors, shareholders,  members, partners, parents,
subsidiaries,   affiliates,  agents,  employees,  representatives,   successors,
executors,  heirs and assigns (the "CRM Releasees") from all actions,  causes of
action, suits, debts, dues, sums of money, accounts,  reckonings,  bonds, bills,
specialties,   covenants,  contracts,   controversies,   agreements,   promises,
variances,   trespasses,   damages,  judgments,   extents,  executions,   costs,
attorneys' fees,  claims and demands of any kind from the beginning of the world
to the date of this Stipulation, except for the CRM Releasees' obligations under
this Stipulation.                                                               

      7. Covenant and Waiver of Right To Sue. Each of the Parties  covenants and
agrees not to bring,  commence  and/or  maintain any actions,  further  actions,
causes of action,  claims, motions or other proceedings against any other person
or entity:  (i) arising from or in connection with the June 2001  Stipulation of
Settlement  so-ordered  on July 11, 2001 and/or any other rulings or orders made
in Action No. 1,  Action No. 2, Action No. 3 and Action No. 4; and/or (ii) based
on any current and/or future  allegation that any person or entity has, from the
beginning   of  the   world  to  the  date  of  this   Stipulation,   disclosed,
misappropriated,  obtained,  acquired,  used or otherwise acted  improperly with
respect to the Party's customer lists (including,  without limitation,  Global's
2000  customer  list, a copy of which is attached as Exhibit "D", and CRM's 2000
customer  list,  a copy of which is  attached  as  Exhibit  "E",  and all  other
customer lists of Global and CRM),                                              

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customer  information,  and  all  other  confidential,  secret,  proprietary  or
otherwise  protected  information or documents  (including,  without limitation,
website  information,  trade secrets,  know how,  techniques,  processes,  data,
source codes, plans, concepts, programs,  procedures,  innovations,  inventions,
improvements,  information  regarding  clients,  financial  information,  costs,
process,  earnings,  systems,  sources  of  supply,  marketing  prospective  and
executed contracts,  budgets,  business plans, and other business  arrangements)
and any other  information  that was disclosed in connection  with Action No. 1,
Action No. 2, Action No. 3 and Action No. 4 (all of the  foregoing  collectively
defined as the "Information")  regardless of whether such Information is used in
any  way,  directly  or  indirectly,   whether  before  the  execution  of  this
Stipulation or after.  The parties mutually agree that this Stipulation does not
permit Global to act unlawfully with respect to any CRM information Global first
obtains or acquires  after the date of this  Stipulation.  The parties  mutually
agree that this  Stipulation  does not permit CRM to act unlawfully with respect
to any Global  information  CRM first obtains or acquires after the date of this
Stipulation.  Global,  Jack Koffman  ("Koffman"),  to the best of his  knowledge
(Koffman  represents  he was not employed or  associated  with Global in any way
until  August  2004),  and Delisle  represent  and warrant  that  Global's  2000
customer list is accurate, in all material respects,  and current as of November
30, 2000 and identifies:  (i) Global's customer name; (ii) then current contract
commencement  date;  (iii)  then  current  contract  expiration  date;  and (iv)
contract amount. Global, Koffman, Fensterstock and Delisle acknowledge and agree
that this  representation  and warranty  with respect to Global's  2000 customer
list is a material  representation and warranty, and that CRM would not agree to
this Stipulation absent this material  representation and warranty. In the event
a court of competent jurisdiction determines that Global's 2000 customer list is
materially and intentionally inaccurate and/or is not current as of November 30,
2000 this  Stipulation  shall not bind CRM and CRM may seek  damages,  costs and
expenses  that  it  would  be  entitled  to  recover  in  the  absence  of  this
Stipulation.  CRM and Flum, to the best of his knowledge,  represent and warrant
that CRM's 2000 customer list is accurate, in all material respects, and current
as of November 21, 2000 and  identifies:  (i) CRM's customer name;  (ii) date of
initial contract signing; (iii) originating  salesperson;  (iv) initial contract
commencement  date;  (v) then current  contract  expiration  date;  (vi) initial
contract amount; and (vii) comments. CRM, Flum and Corbett acknowledge and agree
that this  representation  and warranty with respect to CRM's 2000 customer list
is a material  representation  and warranty,  and that Global would not agree to
this Stipulation absent this material  representation and warranty. In the event
a court of competent  jurisdiction  determines  that CRM's 2000 customer list is
materially and intentionally inaccurate and/or is not current as of November 21,
2000 this Stipulation  shall not bind Global and Global may seek damages,  costs
and  expenses  that it would be  entitled  to  recover  in the  absence  of this
Stipulation.                                                                    

      8. The Decision Strategies Litigation.  Global and CRM are defendants in a
pending action brought by Decision Strategies LLC ("Decision Strategies") in New
York  County  Supreme  Court,  Index No.  602238/04  (this  action and any venue
transfers thereof shall be collectively  referred to as the "Decision Strategies
Litigation").  Both Global and CRM dispute that Decision  Strategies' action has
any  merit  and  do not  admit  any  liability  with  respect  to  said  action.
Simultaneously  with the execution of this Stipulation,  Global and CRM agree to
the terms set forth in Exhibit "F."                                             

9. Acknowledgements and Representations. The Parties represent that 

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they have the authority to enter into this  Stipulation.  Global represents that
Koffman is authorized to sign this  Stipulation  on its behalf.  CRM  represents
that Flum is  authorized  to sign this  Stipulation  on its behalf.  The Parties
acknowledge and agree that all representations,  warranties, covenants and other
obligations  under this Stipulation shall survive execution and delivery of this
Stipulation. The Parties acknowledge that they have read this Stipulation in its
entirety,  and that  they  fully  understand  all of the  terms  and  conditions
contained  herein.  The Parties further  acknowledge  that they have signed this
Stipulation voluntarily and of their own free will after consultation with their
respective attorneys.                                                           

      10. Governing Law and Forum Selection.  This Stipulation shall be governed
and construed in accordance  with the laws of the State of New York. Each of the
Parties to this Stipulation hereby consents to the exclusive jurisdiction of the
Supreme  Court of the  State of New  York,  County  of  Nassau,  Justice  Ira B.
Warshawsky  (or another  Justice of the same Court if Justice  Warshawsky  is no
longer a Justice), for the purposes of commencing any action, lawsuit, motion or
proceeding  to enforce or interpret  any  provision of this  Stipulation  and/or
arising out of or relating to any dispute  between or among the Parties.  In any
action,  lawsuit,  motion or  proceeding  brought to enforce  or  interpret  the
provisions  of this  Stipulation,  the  prevailing  party  with  respect  to any
particular  issue shall be entitled to recover all of its reasonable  attorney's
fees,  taxable  costs and all other costs  relating to such issue in addition to
any other relief to which such party may be entitled.                           

      11. No Admission of  Liability.  The Parties  enter into this  Stipulation
solely for the purposes of resolving and settling  certain  disputes among them.
The entry into and  performance  of this  Stipulation  is not,  and shall not be
construed as, an admission by any Party of liability or  wrongdoing  arising out
of or in connection  with:  (i) the facts  alleged in the Lawsuits;  or (ii) any
causes of action,  counterclaims,  third-party claims or other claims between or
among the Parties  arising from the  allegations  upon which the  Lawsuits  were
based.                                                                          

      12. Entire Agreement. There are no other agreements or understandings with
respect  to  the  subject  matter  of  this  Stipulation.   Any  and  all  prior
discussions,  agreements  or  understandings,  whether  oral or in writing,  are
merged  into and  subsumed  by this  Stipulation.  This  Stipulation  may not be
modified,  amended or waived in any manner, except in a writing signed by all of
the Parties hereto.                                                             

      13. Notices. Any notice or other communication required or permitted to be
delivered to any Party under this  Stipulation  shall be in writing and shall be
deemed properly delivered, given and received (a) when delivered by hand, or (b)
two  business  days  after  sent by  registered  mail or by  courier  or express
delivery  service to the address  set forth  below (or to such other  address as
such Party shall have  specified in a written  notice given to the other Parties
hereto):                                                                        

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If to CRM:                                
CreditRiskMonitor.com, Inc.               
Attention:  President                     
704 Executive Boulevard, Suite A          
Valley Cottage, NY 10989                  

With a copy to:                           
Michael Masri, Esq.                       
Rivkin Radler, LLP                        
EAB Plaza                                 
Uniondale, New York 11556                 

If to Corbett:                            
130 Arthur Drive                          
Parsippany, NJ  07054                     

With a copy to:                           
Michael Masri, Esq.                       
Rivkin Radler, LLP                        
EAB Plaza                                 
Uniondale, New York 11556                 

If to Flum:                               
9 Dunham Road                             
Scarsdale, NY  10583                      

With a copy to:                           
Michael Masri, Esq.                       
Rivkin Radler, LLP                        
EAB Plaza                                 
Uniondale, New York 11556                 

If to Global:                             
Attn:  Jack Koffman Esq.                  
Global Credit Services, Inc.              
545 Madison Avenue                        
14th Floor                                
New York, New York 10022                  

With a copy to:                           
Jeffrey A. Miller, Esq.                   
    Westerman Ball Ederer Miller & Sharfstein, LLP
170 Old Country Road, Suite 400           
Mineola, New York  11501                  

If to Delisle:                            
Gerald Delisle                            
1735 York Ave. Apt. 36B                   
New York, NY  10128                       

With a copy to:                           
John Ryan, Esq.                           
Ryan Brennan & Donnelly LLP               

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131 Tulip Avenue                          
Floral Park, New York 11001               

If to Fensterstock:                       
Samuel Fensterstock                       
77 Short Hill Lane                        
Fairfield, CT  06825                      

With a copy to:                           
John Ryan, Esq.                           
Ryan Brennan & Donnelly LLP               
131 Tulip Avenue                          
Floral Park, New York 11001               

If to Poskotin:                           
Sergey Poskotin                           
73 Thornycroft Ave.                       
Staten Island, NY  10312                  

With a copy to:                           
John Ryan, Esq.                           
Ryan Brennan & Donnelly LLP               
131 Tulip Avenue                          
Floral Park, New York 11001               

If to Kohler:                             
Ryan Kohler                               
92-22 245th St.                           
Floral Park, NY  11001                    

With a copy to:                           
John Ryan, Esq.                           
Ryan Brennan & Donnelly LLP               
131 Tulip Avenue                          
Floral Park, New York 11001               

If to McNamara:                           
Mark McNamara                             
310 Riverside Blvd. Apt. 5D               
Long Beach, NY  11561                     

With a copy to:                           
John Ryan, Esq.                           
Ryan Brennan & Donnelly LLP               
131 Tulip Avenue                          
Floral Park, New York 11001               

      Any Party may  change the  foregoing  notice  address  by sending  written
notice of such change as provided above.                                        

      14.  Construction.  The Parties agree that this Stipulation was negotiated
by counsel for each of the Parties hereto, and that this                        

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Stipulation  will not be construed  against any Party by virtue of the fact that
such Party or its counsel drafted this Stipulation.                             

      15. Further  Assurances.  The Parties agree to execute and deliver any and
all additional documents,  and to take any and all additional actions, as may be
required to implement  and to give full force and effect to the terms and intent
of this Stipulation.                                                            

      16. Descriptive Headings. The descriptive headings of this Stipulation are
for convenience only and shall not control or affect the meaning or construction
of any provision of this Stipulation.                                           

      17.  Counterparts.  This  Stipulation  may be  executed  in any  number of
identical  counterparts each of which, when so executed and delivered,  shall be
deemed to be an original and all of which taken  together  shall  constitute but
one and the same  instrument.  Any  identical  counterpart  of this  Stipulation
bearing a facsimile signature shall be deemed to be an original.                

      18.  "So-Ordering"  of this Stipulation by the Court. All Parties agree to
have this Stipulation "so-ordered" by the Court. The Court will provide Global's
counsel with the "Decision Strategies Disc" which Global's counsel shall hold in
escrow and will provide CRM's counsel with the McNamara disc which CRM's counsel
will hold in escrow. Unless notified by any party hereto within two weeks of the
date of this Stipulation,  Global's counsel will deliver the Decision Strategies
Disc to Global and CRM's  counsel will deliver the McNamara  disc to  McNamara's
counsel  who will  deliver it to  McNamara.  The court will  resolve any dispute
relating to either disc.                                                        

      IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Stipulation of
Settlement to be duly executed as of the day and year first above-written.      

CREDITRISKMONITOR.COM, INC.                                                     

By:                                                                             
----------------------------                                              
JEROME FLUM                                                         

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned, personally appeared  __________________________,  a duly authorized
signing officer of CreditRiskMonitor.com, Inc., personally known to me or proved
to me on the basis of satisfactory  evidence to be the individual  whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same  in this  capacity,  and  that by his  signature,  on the  instrument,  the
individual,  or the person upon behalf of which the individual  acted,  executed
the instrument.                                                                 

-------------------------------                                                 
Notary Public                                                                   

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-------------------------------                                                 
JEROME FLUM                                                                     

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned,  personally appeared Jerome Flum,  personally known to me or proved
to me on the basis of satisfactory  evidence to be the individual  whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same  in this  capacity,  and  that by his  signature,  on the  instrument,  the
individual,  or the person upon behalf of which the individual  acted,  executed
the instrument.                                                                 

-------------------------------                                                 
Notary Public                                                                   

-------------------------------                                                 
THOMAS CORBETT                                                                  

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned,  personally  appeared  Thomas  Corbett,  personally  known to me or
proved to me on the basis of  satisfactory  evidence to be the individual  whose
name is  subscribed  to the within  instrument  and  acknowledged  to me that he
executed  the  same  in  this  capacity,  and  that  by  his  signature,  on the
instrument,  the  individual,  or the person upon behalf of which the individual
acted, executed the instrument.                                                 

-------------------------------                                                 
Notary Public                                                                   

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GLOBAL CREDIT SERVICES, INC.                                                    

By:                                                                             
----------------------------                                              
GERALD DELISLE                                                  

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned,  personally  appeared  Gerald Delisle,  a duly  authorized  signing
officer of Global Credit Services,  Inc., personally known to me or proved to me
on the  basis  of  satisfactory  evidence  to be the  individual  whose  name is
subscribed to the within  instrument and acknowledged to me that he executed the
same  in this  capacity,  and  that by his  signature,  on the  instrument,  the
individual,  or the person upon behalf of which the individual  acted,  executed
the instrument.                                                                 

-------------------------------                                                 
Notary Public                                                                   

-------------------------------                                                 
GERALD DELISLE                                                                  

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned,  personally  appeared  Gerald  Delisle,  personally  known to me or
proved to me on the basis of  satisfactory  evidence to be the individual  whose
name is  subscribed  to the within  instrument  and  acknowledged  to me that he
executed  the  same  in  this  capacity,  and  that  by  his  signature,  on the
instrument,  the  individual,  or the person upon behalf of which the individual
acted, executed the instrument.                                                 

-------------------------------                                                 
Notary Public                                                                   

27

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-------------------------------                                                 
SAMUEL FENSTERSTOCK                                                             

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned, personally appeared Samuel Fensterstock,  personally known to me or
proved to me on the basis of  satisfactory  evidence to be the individual  whose
name is  subscribed  to the within  instrument  and  acknowledged  to me that he
executed  the  same  in  this  capacity,  and  that  by  his  signature,  on the
instrument,  the  individual,  or the person upon behalf of which the individual
acted, executed the instrument.                                                 

-------------------------------                                                 
Notary Public                                                                   

-------------------------------                                                 
SERGEY POSKOTIN                                                                 

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned,  personally  appeared Sergey  Poskotin,  personally  known to me or
proved to me on the basis of  satisfactory  evidence to be the individual  whose
name is  subscribed  to the within  instrument  and  acknowledged  to me that he
executed  the  same  in  this  capacity,  and  that  by  his  signature,  on the
instrument,  the  individual,  or the person upon behalf of which the individual
acted, executed the instrument.                                                 

-------------------------------                                                 
Notary Public                                                                   

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-------------------------------                                                 
RYAN KOHLER                                                                     

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned,  personally appeared Ryan Kohler,  personally known to me or proved
to me on the basis of satisfactory  evidence to be the individual  whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same  in this  capacity,  and  that by his  signature,  on the  instrument,  the
individual,  or the person upon behalf of which the individual  acted,  executed
the instrument.                                                                 

-------------------------------                                                 
Notary Public                                                                   

-------------------------------                                                 
MARK McNAMARA                                                                   

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned, personally appeared Mark McNamara, personally known to me or proved
to me on the basis of satisfactory  evidence to be the individual  whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same  in this  capacity,  and  that by his  signature,  on the  instrument,  the
individual,  or the person upon behalf of which the individual  acted,  executed
the instrument.                                                                 

-------------------------------                                                 
Notary Public                                                                   

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GLOBAL CREDIT SERVICES, INC.                                                    

By:                                                                             
----------------------------                                              
JACK KOFFMAN                                                    

STATE OF NEW YORK )                                                             
)ss.:                           
COUNTY OF               )                                                       

      On the ______ day of __________________,  in the year 2005, before me, the
undersigned,  personally  appeared Jack Koffman, a Global Credit Services,  Inc.
representative  who is duly  authorized  to sign this  Stipulation  on behalf of
Global  Credit  Services,  Inc.,  personally  known to me or proved to me on the
basis of satisfactory  evidence to be the individual whose name is subscribed to
the within  instrument and  acknowledged to me that he executed the same in this
capacity, and that by his signature, on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.      

-------------------------------                                                 
Notary Public                                                                   

SO ORDERED this _____ day of _________,                                         
2005:                                                                           

--------------------------------                                                
Hon. IRA B. WARSHAWSKY, J.S.C.                                                  

30

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10QSB Filing		Date		First		Last			Other Filings
		11/21/00		5
		11/30/00		5
		7/11/01		4
		8/24/04		3		4			S-8, S-8 POS
For The Period Ended		3/31/05							10KSB
		4/7/05		3		4
Filed On / Filed As Of		5/16/05
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