Authorization. Seller is a corporation duly organized and validly existing and with active status under the laws of the State of Utah with all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors' rights and general equity principles.

Authority. The Seller has all requisite capacity, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to applicable Laws.

Authority. Seller has all requisite power and authority to execute and deliver this Agreement and the other documents and agreements contemplated hereby and to consummate the transactions contemplated hereby. This Agreement and the other documents and agreements contemplated hereby have been duly and validly executed and delivered by Seller, and this Agreement constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with their respective terms, except as enforcement may be limited by # bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally, and # general principles of equity.

Authority. Seller has all requisite power and authority to execute and deliver this Agreement and the other documents and agreements contemplated hereby and to consummate the transactions contemplated hereby. This Agreement and the other documents and agreements contemplated hereby have been duly and validly executed and delivered by Seller, and this Agreement constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with their respective terms, except as enforcement may be limited by # bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally, and # general principles of equity.

Authorization, the Sellers, have all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the parties and constitutes a legal, valid and binding agreement and enforceable against the defending party in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Authority. Seller has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform his obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with the terms hereof.

The Seller has full power and authority to enter into this Agreement and to consummate the Transaction. This Agreement has been duly and validly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies.

Authorization. Seller has full legal capacity to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party have been duly authorized by all necessary action on the part of such Seller. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller. This Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, a valid and binding obligation of such Seller, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization; Authority; Enforceability. Seller is duly organized and validly existing under the laws of its jurisdiction of organization. Seller has the necessary company power and authority, and has taken all company action necessary, to execute, deliver and perform this Agreement and all other documents and agreements executed or to be executed by it under or in connection with this Agreement, and to perform its obligations hereunder and thereunder. This Agreement does, and all other documents and agreements to be executed by Seller as contemplated hereunder shall, constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with their terms and conditions, subject to the effect of receivership, conservatorship or supervisory powers of insurance regulatory agencies and subject to the effect of bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority (corporate and other) to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.