1

PRENUPTIAL AGREEMENT

between

PHILIP NATHANAEL LYDICK

and

ALICIA GASCOIGNE

1. Identification

This Prenuptial Agreement (the AAgreement@), dated for identification purposes June 10, 2004, is entered into by and between Philip Nathanael Lydick (APhilip@) and Alicia Gascoigne (AAlicia@).

2. Recitals

2.1 Philip has not previously been married. Alicia has not previously been married. Neither has children. It is the intention of Philip and Alicia that, after marriage, Philip and Alicia will live in Oklahoma or Washington.

2.2 Philip and Alicia acknowledge and agree that they first began discussing the fact that they would have a Prenuptial Agreement, and various subject matters to be included in such a Prenuptial Agreement, on or about June 6, 2004. Philip and Alicia acknowledge and agree that neither party has been under any pressure, duress or coercion in negotiating and drafting this Prenuptial Agreement.

2.3 Philip and Alicia desire to become married to each other. Philip and Alicia intend by this Agreement to define their respective rights in their own and each other=s property, both before and after such marriage, and to renounce any claims or rights which, except for the effect of this Agreement, either might acquire in the property of the other by reason of their nonmarital or future marital relationship or under Marvin v. Marvin, 18 Cal.3d 660 (1976), or any similar judicial decision or statute of any state in which one or both of the parties may reside or may have resided (collectively referred to as the AMarvin Case@). The parties expressly acknowledge and agree that there is not and has never been any agreement or understanding between them which would give rise to any rights or claims under the Marvin Case.

2.4 The parties expressly acknowledge that the execution of this Agreement is a material consideration in getting married, that they have always intended to have a Prenuptial Agreement, and that they would not be getting married without its execution. Philip and Alicia have each been represented by independent legal counsel. The legal counsel representing each party was of his or her own choosing. This Agreement is the result of many discussions between the parties, has been carefully read and reviewed by the parties and has been fully explained to them by their respective counsel as to its meaning and legal consequences.

2.5 Philip has fully disclosed to Alicia the nature, extent and estimated value of his property, including the assets listed in the financial statement attached hereto. Alicia is aware that Philip does not have a substantial net worth.

2.6 Alicia has fully disclosed to Philip the nature, extent and estimated value of her property, including the assets listed in the financial statement attached hereto.

2.7 Philip has certain debts which shall remain his sole and separate debts after the date of their marriage. Alicia shall have no liability in connection therewith. Philip has fully disclosed to Alicia the nature, extent and amount of such debts, including the debts listed in Exhibit A.

2.8 Alicia has certain debts which shall become Philip's debts after the date of their marriage. Alicia has fully disclosed to Philip the nature, extent and amount of such debts, including the debts listed in Exhibit B.

2.9 This document shall be interpreted under the laws of the State of Washington and Oklahoma.

2.10 Except as provided herein, this document in no way precludes either of the parties from any other rights they may have under the laws of the State of Washington or Oklahoma.

3. Allocation of Duties and Responsibilities

3.1 Allocation of Household Chores and Duties. There shall be a fair allocation of household chores and duties, including the following:

(a) Alicia shall cook the food. Philip shall clean the dishes.

(b) Alicia shall take care of the babies during the daytime. Philip shall take care of the babies at night.

(d) Alicia shall select the first name of each child. Philip shall select the middle name of each child.

(e) Philip may select the radio stations in his car. Alicia shall choose the TV programs at home. There will be no Monday night football.

(f) Alicia shall buy the food for the meals. Philip shall make the beds each morning, take out the garbage, vacuum the rugs, clean the bathrooms and toilets, wash the cars, do the laundry, change the babies’ diapers, pay the bills, wash the floors, make the house repairs, take the cars to Jiffy Lube every 3,000 miles for an oil change, mow the lawn, weed the gardens, and do such other household chores as determined by Alicia from time to time in her reasonable discretion.

(g) All money earned by Alicia shall belong to Alicia. All money earned by Philip shall belong to Alicia.

3.2 Full Time and Attention. Philip agrees to give Alicia his full time and attention during non-working hours.

3.3 Closet Space. Alicia shall use only the closet space that is necessary for her clothes, shoes and personal effects. Philip may use the remaining closet space, if any.

3.4 Backrubs. Philip shall give Alicia at least four backrubs per week, at such times determined by Alicia in her reasonable discretion. Each backrub shall be for least one half-hour.

3.5 Birthdays and Anniversaries. Philip shall remember Alicia's birthday, anniversary date, Valentine's Day, Mother's Day and all other special occasions, and shall bring her lots of flowers and presents. If Philip cannot afford to buy flowers, Philip may pick the flowers himself, provided that he takes the flowers to a professional designer for arrangement.

3.6 Personal Disposition. Philip shall at all times have a pleasant personality. He shall not complain or become angry with Alicia. He shall only look at the good qualities of Alicia.

3.7 In-laws. Philip shall at all times welcome Alicia's in-laws into their house, no matter how difficult they may be.

3.8 Bed. Alicia may decide which side of the bed to sleep on. Philip shall sleep on the other side of the bed.

3.9 Dress Code. Philip shall not walk around the house or apartment in his underwear. Philip shall all times dress appropriately, whether or not company is present.

3.10 Personal Etiquette. Philip shall all times maintain proper personal etiquette at home, including, but not limited to the following:

(a) Philip shall not snore at night or talk in his sleep.

(b) Philip shall not squeeze the toothpaste at the top of the toothpaste tube.

(d) Philip shall put his dirty laundry in the laundry bag or in the washing machine.

3.11 Midlife Crisis. Philip agrees not to have a midlife crisis. Philip shall not wear gold chains, buy a new red sports car, or wear a toupee.

3.12 Amendment. Alicia may from time to time amend this Prenuptial Agreement in her sole discretion, as circumstances dictate.

4. Separate and Community Property

4.1 Except as otherwise provided in this Agreement, the parties intend that all of their property shall become the separate property of Alicia as of the date of their marriage, including any separate property owned by either of them prior to the date of marriage, except for the following assets which shall remain the separate property of the following persons:

(a) All property owned by Alicia, including any inheritance that she may receive from members of the Cartano or Gascoigne families, shall be and remain the separate property of Alicia for all purposes.

(b) The gifts of property that Alicia receives from Uncle David, including the wedding present from him, shall be and remain the separate property of Alicia.

4.2 Except as otherwise provided in this Agreement, Philip and Alicia intend that the separate debts and obligations of each of them shall remain the debts of Philip as his sole and separate obligations, before, during and after their marriage.

4.3 The parties acknowledge and understand that pursuant to existing Washington and Oklahoma law and absent this Agreement: (1) all earnings from personal services rendered by either party after marriage would be community property; (2) if either party after marriage rendered personal services which contributed to or enhanced the value of that person's separate property, the community might have an interest in that separate property; and (3) if joint or community funds were used to improve the separate property of the other or retire indebtedness against the separate property of either party, the other would have a claim for reimbursement to the extent those joint or community funds increase the value of that property. Notwithstanding this fact, it is the intent of the parties that, except as may be provided to the contrary herein or by subsequent written agreement between the parties, the property, earnings and income of each party, whether owned before, during or after marriage, shall be and remain the sole and separate property of Alicia during and after their marriage. Philip shall not acquire any joint or community property, except by written instrument expressly designating such property as joint or community.

4.4 Except as otherwise provided in this Agreement, each party intends that Alicia's separate property and separate income shall not be subject to the equitable distribution, or the community, quasi-community, or other marital property laws of Washington or Oklahoma or of any other state or jurisdiction.

4.5 Philip and Alicia agree that neither of them shall disclose to any third party, other than their attorneys or to a Court, any of the terms, provisions or conditions of this Agreement. The terms, provisions and conditions of this Agreement determine Philip's and Alicia's rights to each other's property and no other use, disclosure or dissemination of the information contained in the Agreement or the Exhibits shall be made.

4.6 For good and valuable consideration, including the mutual promises set forth in this Agreement and the marriage of the parties, and intending to be legally bound hereby, Philip and Alicia desire to enter into this Agreement on the terms and conditions hereinafter set forth.

5. Release of Rights Acquired Prior to Marriage

5.1 Philip declares that he has no rights in or claims to any property currently owned by Alicia.

5.2 Nevertheless, Philip hereby releases and forever discharges Alicia from all actions, causes of action, suits, debts, liens, contracts, agreements, promises, claims, demands, damages, losses, liabilities, costs or expenses, of any nature whatever, known or unknown, suspected or unsuspected, fixed or contingent, which Philip now has or may hereafter have against Alicia, by reason of any matter, cause, case, statute or any other thing whatever prior to the date hereof, including any decision of the Washington or Oklahoma Supreme Courts in the Marvin Case, or any similar judicial decision or statute of any state, or any subsequent Court decision or any statute enacted to codify such decisions, which arises out of the parties= relationship prior to their marriage.

6. Separate Property

6.1 The property listed in Exhibit A attached hereto, and any other property, whether acquired before, during or after Philip and Alicia=s marriage, title to which was in the name of Philip prior to the date of marriage, and all income therefrom and accumulations thereto, are and shall become the separate property of Alicia, and shall not be deemed marital property, joint property, community property or quasi-community property. Any and all properties into which such properties may be converted, or which may be acquired in exchange for or with the proceeds of any sale, exchange or other disposition of all or any part of such properties, or which may be acquired on her personal credit shall be and remain forever the sole and separate property of Alicia.

6.2 Alicia shall have full power and right in all respects to exercise complete ownership, management, control and disposition of either party's respective separate property. After marriage, it may be required in Philip=s and Alicia=s various dealings with their respective current or later acquired real property and personal properties that the other sign quitclaim deeds or other documents in connection with such transactions. It is the intention of each to facilitate the handling of the other=s property transactions. To that end, Philip agrees to and shall sign, when requested to do so after their marriage, any deeds or documents requested by Alicia. In the event that Philip refuses to sign a Quitclaim Deed or other document at the request of Alicia, for any purpose specified herein, Philip agrees that Alicia shall have the right to appear on and request on two hours= notice to the other party, that a Judge or Commissioner hearing ex parte matters, issue an order directing the Clerk of the Court to sign the Quitclaim Deed or other document properly requested hereunder.

6.3 Except as otherwise provided in this Agreement, all income, issues, rents, profits, reinvestments, dividends, interests, transmutations, accretions and appreciation in value derived from the separate property of either party shall be the property of Alicia=s, and all earnings and income resulting from the personal services, skill, effort, talent, management, energies and work performed by either party in connection with the management of his or her separate property shall be the property of Alicia. Except as otherwise provided in this Agreement, any and all properties into which such income, rents, issues, profits, reinvestments, dividends, accretions and appreciations may be converted or which may be acquired in exchange for or with the proceeds of any sale, exchange or other disposition of all or any party of such income, rents, issues, profits, reinvestments, dividends, accretions, and appreciations, shall be and remain forever the sole and separate property of Alicia, and in no event shall such property be considered marital, community, quasi-community or joint property in which Philip has any interest.

6.4 Except as otherwise provided in this Agreement, Philip hereby relinquishes, waives and releases any and all rights, claims or interests in or to the property or income now owned or hereafter acquired by Alicia, including any and all equitable distribution, community, quasi-community or any other material property rights.

6.5 The occurrence of commingling or otherwise failing to segregate the property or separate income of Philip or Alicia, including the commingling of post-marital pension contributions with his pre-marital pension contributions or post-marital contributions attributable to pre-marital employment, shall not change or constitute a change of character of that separate property, nor shall it constitute a transmutation of that separate property or income into community, quasi-community, joint marital, or similar type of property.

7. Earned Income

7.1 Except as otherwise provided in this Agreement, all earnings and income, whether before, during or after the parties= marriage, resulting from the personal services, skill, effort, talent, management, energy or work of Philip shall be Alicia=s separate property.

7.2 All earnings and income, whether before, during or after the parties= marriage, resulting from the personal services, skill, effort, talent, management, energy or work of Alicia shall be Alicia=s separate property.

8. Joint Property

8.1 Nothing in this Agreement shall preclude the parties from acquiring any joint property, on property held in the names of the parties as joint tenants, tenants in common, tenants by the entirety or community property, provided that such property is acquired by written instrument and that such instrument is acknowledged and confirmed by a writing executed by both parties and notarized or witnessed by non-related persons.

8.2 The parties acknowledge that neither has made any promises to the other regarding the acquisition of joint property, and neither party has any obligation nor has made any promise to transfer any separate property into joint names or to hereafter acquire any joint property.

9. Obligations

9.1 Philip assumes and agrees to pay, and shall pay, indemnify and hold Alicia harmless from and against any debt or obligation incurred by Philip or Alicia prior to the date of their contemplated marriage, including the defense of any lawsuit against either, and any attorneys= fees and related costs incurred with respect thereto.

9.2 Except as provided herein, or upon express written agreement, Philip shall not incur any indebtedness chargeable against Alicia without her prior written consent, and shall pay, indemnify and hold Alicia harmless from and against any such indebtedness hereafter incurred or created by Philip, including the defense of any suit against Alicia, and any attorneys= fees and related costs incurred with respect thereto.

9.3 Philip warrants and represents to Alicia that he has not and will not at any time, including without limitation any time from and after their marriage, charge or incur or cause to be charged or incurred any debt or liability or obligation based upon or in reliance on the credit or name of Alicia without her prior written consent, and hereby indemnifies and agrees to defend and hold harmless Alicia from and against any claims, demands, actions, causes of action, liability, costs and expenses with respect thereto. By way of example, all credit card charges shall be the sole liability of Philip, whether or not incurred by Philip or Alicia, and whether or not the charge was for joint living expenses, child care expenses or for any other reason. If one of the parties voluntarily reimburses the other party for such expenses, any such payment or reimbursement shall not be deemed a waiver of this agreement as to any other charge or expenses incurred by the other party.

10. Rights at Death

10.1 Philip waives and relinquishes any and all rights to:

(1) A probate homestead;

(2) The right to have exempt property set aside:

(3) The right to elect to take the separate, community or quasi-community property against the decedent=s Will;

(4) The right Philip now has or may hereafter acquire, including without limitation any right acquired by virtue of the marriage to inherit anything in any manner from Alicia, including without limitation dower, courtesy, right of inheritance as a surviving spouse and family allowance, except solely and only by reason of a Will executed, confirmed by codicil or republished by such party subsequent to the date hereof.

(5) The right to act as an administrator of the estate of Alicia, and any right to request or petition for the appointment of any person as such representative, or to act as the executor of the Will of the other, unless empowered to so act by being so named specifically as such in a Will executed or confirmed by codicil or republished by such party subsequent to the date hereof.

(6) The right to take the statutory share of any omitted spouse;

(7) The right to receive spousal support, alimony, spousal maintenance or similar payment by whatever name designated.

11. Federal and State Income Tax Returns

11.1 Philip agrees to indemnify and hold harmless Alicia Each party agrees to indemnify and to hold Alicia harmless from, and to pay from his separate property, any and all claims, assessments, deficiencies, interest and penalties, attorneys= and accountants= fees, court costs and other related expenses (collectively referred to hereinafter as Adeficiencies@), arising out of any state or federal income or franchise tax returns filed previously or hereafter filed by Philip and Alicia as husband and wife, to the extent such deficiencies are based upon the failure or alleged failure of Philip to report income which was or would be the separate property Philip, or based upon the disallowance or attempted disallowance of deductions, costs, losses or similar items paid, incurred or suffered, or allegedly paid, incurred or suffered, from Philip's separate property.

11.2 If the parties file joint income tax returns, Philip shall each pay the appropriate taxing authority the total taxes for the year.

11.3 If the parties file joint income tax returns, the signing or co-signing of such documents shall not change the character or status of any assets or obligations of the parties or convert into community property any assets or obligations which would otherwise, by virtue of this Agreement, be and remain Alicia's separate property.

12. Representation by Independent Counsel

12.1 Each of the parties acknowledges and affirms that this Agreement has been negotiated between the parties with the assistance of counsel. Each of the parties further acknowledges and affirms that each has had the opportunity to be represented by counsel of his or her own choosing, that each has read this Agreement and has had its contents fully explained to him or her by such counsel, that each is fully aware of the contents hereof, and that property rights are waived by the terms and provisions of this Agreement. Philip has or will compensate his own attorney. Alicia shall not be required to compensate Uncle David who is acting as her attorney in this matter, and in all legal issues that may hereafter arise between the parties.

12.2 Each of the parties acknowledges and affirms that no representations, covenants or warranties, either express or implied, have been made to him or her, and that this Agreement is entered into freely and without any representation or promise by the other which is not set forth herein.

12.3 Each of the parties acknowledges and affirms that the exhibits attached hereto describing the separate property of each contain general as well as specific descriptions of such property. Each of the parties agrees that he or she is not entering into this Agreement in reliance upon the exactness of such exhibits and that such general descriptions are adequate and reasonably accurate.

12.4 The declarations in this section in no way constitute a waiver of the attorney-client privilege with regard to either party.

13. Binding Agreement

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, administrators and assigns.

14. Entire Agreement

This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof, unless expressly referred to by reference herein. All prior negotiations or agreements, if any, between the parties hereto relating to the subject matter hereto are hereby terminated and rescinded. This Agreement may be amended or modified only by an instrument of equal formality signed by both parties hereto or their duly authorized agents.

15. Governing Law, Severability and Headings

This Agreement shall be governed by the laws of Washington in Oklahoma. If any part of this Agreement is found invalid, such provision shall be deemed severed herefrom, and this Agreement shall otherwise remain in full force and effect. Paragraph headings are used for convenience only and are not to be considered in the construction hereof.

16. Waiver and Delay

No waiver by any party hereto of any breach of any covenant, condition, duty or obligation of the other party hereto shall be valid or effective unless in writing and signed by such party. No such waiver shall be construed as constituting a waiver of any succeeding or preceding breach of the same of any other covenants, condition, duty or obligation contained herein. No delay or omission to exercise any right or power accruing upon any breach or default shall impair such right or power or be construed to be a waiver of any succeeding or preceding breach of the same of any other covenants, condition, duty or obligation contained herein. No delay or omission to exercise any right or power accruing upon any breach or default shall impair such right or power or be construed to be a waiver of any such breach or default or any acquiescence therein.

17. Execution of Necessary Documents

Each party shall, at the request of the other, execute, acknowledge and deliver whatever additional instruments may be required in order to accomplish the intent of this Agreement. Notwithstanding the failure of either party to execute any such instrument, this Agreement shall be in all respects operative as though said instruments were in fact executed. In the event that either party acquires any separate property subsequent to the proposed marriage, the other shall immediately execute and deliver to the acquiring party on request a quitclaim to said property.

18. Release

Philip hereby forever release and discharge Alicia and her heirs and assigns, from any and all claims, debts, liabilities, rights, demands, obligations, costs, expenses, actions and causes of action, of whatever nature, character or description, whether known or unknown, which Philip may now hold, have held, or hereafter hold against Alicia by reason of any act, matter, or thing which exists as of the effective date of this Agreement, including but not limited to, AMarvin claims@ or claims arising out of the parties= relationship prior to marriage. In connection with this release, which is intended to and shall operate as a bar to each and every claim, demand or cause of action hereinabove specified to be so barred, the parties hereto expressly waive any and all rights and benefits conferred upon them by the provisions of Section 1542 of the Washington Civil Code, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

19. This Agreement Voluntary

The parties acknowledge that they are entering into this Agreement freely and voluntarily; that they have ascertained and weighed all the facts and circumstances; that they have sought and obtained legal advice independently of each other; that they have been duly apprised of their respective legal rights, that all provisions of this Agreement have been fully explained to them; that they clearly understand and agree to all provisions herein; and that the parties believe that the terms are fair and reasonable to both.

20. Acknowledgment of Validity of Agreement

20.1 Each party acknowledges the existence of Washington Family Code Section 1615 which provides

(1) A premarital agreement is not enforceable if the party against whom enforcement is sought proves either of the following:

(a) That party did not execute the agreement voluntarily.

(b) The agreement was unconscionable when it was executed and, before execution of the agreement, all of the following applied to that party:

(1) He or she was not provided a fair and reasonable disclosure of the property or financial obligations of the other party.

(2) He or she did not have, or reasonably could not have had, an adequate knowledge of the property or financial obligations of the other party.

With respect to this statute, each party (a) affirms that this Agreement is not unconscionable and that he/she is executing it voluntarily, (b) hereby voluntarily and expressly waives, in writing, his/her right to any disclosure of the other=s property or financial obligations other than as provided in this Agreement, and (c) acknowledges that the financial disclosure set forth in this Agreement provides him/her with adequate knowledge of the other=s property and financial obligations to enter into this Agreement and to fully understand the extent of the property and other rights he/she is waiving under this Agreement. Each party acknowledges that he/she has been advised of all rights which he/she may have to investigate the business and investment interests of the other, but each party hereby knowingly waives the right to do so.

21. Attorneys= Fees

21.1 If any legal proceeding, other than filing for a dissolution or separation, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any or all of the provisions of this Agreement, Alicia shall be entitled to recover reasonable attorneys= fees, accountants= fees, expert witness fees and other costs incurred in such action or proceeding, in addition to any other relief to which she may be entitled.

21.2 If either party contests the validity of this Agreement, or any portion thereof, Alicia shall be entitled to all attorneys= fees and costs incurred in connection with the proceeding determining validity.

22. Miscellaneous Provisions

22.1 This Agreement may be executed in any number of counterparts, any of which shall be deemed the original.

22.2 This Agreement shall become effective upon the marriage of the parties, and shall be governed by the laws of the State of Washington and Oklahoma.

22.3 If to any extent or for any period of time any provision of this Agreement is determined to be invalid, such invalidity shall not affect the validity or enforceability of such provision for any other period of time, nor the validity or enforceability of any other provision of this Agreement.

DATED: June 10, 2004

____________________________

Philip Nathanael Lydick

___________________________

Alicia Gascoigne

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

BEFORE ME, the undersigned, a Notary Public in and for said County and State, personally appeared Philip Nathanael Lydick, personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that, by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

SUBSCRIBED AND SWORN TO before me this ________ day of __________________, 2004.

WITNESS my hand and official seal.

_______________________________

Notary Public in and for

said County and State

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

BEFORE ME, the undersigned, a Notary Public in and for said County and State, personally appeared Alicia Gascoigne, personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that, by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

SUBSCRIBED AND SWORN TO before me this ________ day of __________________, 2004.

WITNESS my hand and official seal.

_______________________________

Notary Public in and for

said County and State

ATTORNEY=S CERTIFICATION

The undersigned hereby certifies that he is an attorney at law, duly licensed and admitted to practice in the State of Washington; that he has been employed by and compensated by Philip Nathanael Lydick, one of the parties to the foregoing Agreement; that he has advised and consulted with Philip Nathanael Lydick in connection with his property rights and has fully explained to him the legal effect of the foregoing Agreement and the effect that it has upon his rights otherwise obtained as a matter of law, including the provisions of Washington Family Code Sections 1500-1617.

Philip Nathanael Lydick, after being full advised by the undersigned, acknowledged to the undersigned that he understood the legal effect of the foregoing Agreement, and Philip Nathanael Lydick executed the same freely and voluntarily.

DATED: ____________________, 2004

___________________________

ATTORNEY=S CERTIFICATION

The undersigned hereby certifies that he is an attorney at law, duly licensed and admitted to practice in the State of California; that he has been employed by and compensated by Alicia Gascoigne, one of the parties to the foregoing Agreement; that he has advised and consulted with Alicia Gascoigne in connection with her property rights and has fully explained to her the legal effect of the foregoing Agreement and the effect that it has upon her rights otherwise obtained as a matter of law, including the provisions of Washington Family Code Sections 1500-1617.

Alicia Gascoigne, after being full advised by the undersigned, acknowledged to the undersigned that she understood the legal effect of the foregoing Agreement, and Alicia Gascoigne executed the same freely and voluntarily.

DATED: ____________________, 2004

_____________________________

David J. Cartano

EXHIBIT A

PHILIP LYDICK

LIST OF SCHEDULES

A Assets to be contributed to the community estate by Philip Lydick

B Jointly owned proeprty

C Assets to be contributed to the community estate by Alicia Gascoigne

D Philip Lydick Separate Proeprty

E Alicia Gascoigne Separate Proerpty

EXHIBIT B

ALICIA GASCOIGNE

STATEMENT OF ASSETS AND LIABILITIES

[to be inserted]