Telephone: 1-800-690-6903

The Company’s annual report to shareholders, including financial statements, for the fiscal year ended December 31, 2009, is being made available at the same time and by the same methods.  The annual report to shareholders is not to be considered as a part of the proxy solicitation material or as having been incorporated by reference.Website: www.proxyvote.com

In addition, any shareholder may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.  Receiving future proxy materials by e-mail will save the cost of printing and mailing documents to shareholders and will reduce the impact of annual meetings on the environment.  A shareholder’s election to receive proxy materials by e-mail will remain in effect unless the shareholder terminates it.

Who will bear the expense of soliciting votes at the annual meeting?

The expense of proxy solicitation will be borne by the Company. Although solicitation is to be made primarily through the electronic mail, the Company’s officers and employees and those of its transfer agent may solicit proxies by telephone or personal contact, but in such event no additional compensation will be paid by the Company for such solicitation. The Company will bear the cost of preparing, assembling, and delivering the proxy materials. Upon request, the Company will reimburse brokers, banks, and nominees and other fiduciaries for the postage and reasonable clerical expenses of forwarding the proxy materials to their principals, who are the beneficial owners of the Company’s Common Stock $.10 par value per share (the “Common Stock”).

What constitutes a quorum for the meeting?

The presence, in person or by proxy, of the holders of (i) one-third (1/3) of the shares of Common Stock outstanding on April 13, 2010October 25, 2019 (the “Record Date”); and (ii) one-third (1/3) of the shares of Series A 10% Convertible Preferred Stock, $1.00 par value per share (the “Series A Preferred Stock”), outstanding on the Record Date, constitutes a quorum for the conduct of business.

How do I attend the annual meeting of shareholders?

All shareholders are invited to attend the annual meeting of shareholders to be held on June 11, 2010,December 6, 2019, at University Club, 1 West 54th Street,67977 County Road 23, New York, New York, at 12:Paris IN 2:00 p.m. (Eastern Daylight SavingStandard Time).

Who can vote at the meeting and what is the vote required for each of the proposals?

All shareholders may vote by proxy or in person at the annual meeting, subject to the conditions described below for street-name holders. Proposal No. 1 requires a plurality of the votes cast at the annual meeting by the holders of shares of stock entitled to vote on such matters. This means that the shareholders will elect the fiveseven persons receiving the highest number of “for” votes at the annual meeting. Proposal No. 2 requires the affirmative vote of two-thirds (2/3) of the holders of the outstanding shares of stock entitled to vote on such matters. Proposal No. 3 requires the affirmative vote of a majority of the votes cast by the holders of stock represented at the annual meeting in person or by proxy.

Will my shares be voted if I do not sign and return my proxy card or if I abstain from voting?

Shares held by shareholders present at the meeting in person who do not vote, and ballots marked “abstain”"abstain" or “withhold"withhold authority,”" will be counted as present at the meeting for quorum purposes. Under applicable law, abstentions and broker non-votes will not constitute votes cast. As a result, abstentions and broker non-votes with respect to the election of the directors will have no effect on the outcome of the vote. Abstentions and broker non-votes with respect to the ratification of the appointment of the Company’s independent registered public accounting firm will have the effect of votes cast against the proposal.

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What is the difference between being a shareholder of record and a beneficial owner?

If your shares are registered directly in your name with our stock transfer agent, you are considered the “shareholder of record” of those shares. Proxy materials will be made available to all shareholders of record.

If your shares are held in a stock brokerage account or by a bank or other nominee on your behalf, your broker, bank, or other nominee is considered the shareholder of record, and you are considered the “beneficial owner” or “street name holder” of those shares. In this case, the shareholder of record has forwarded to you information regarding access to these proxy materials along with separate voting instructions. As the beneficial owner, you have the right to direct the shareholder of record how to vote your shares by following the voting instructions they have provided with these materials. Because you are not the shareholder of record, you may not vote your shares in person at the meeting unless you receive a valid proxy from your broker, bank, or other nominee that holds your shares thereby giving you the right to vote the shares in person at the meeting.

Prior to 2010, the election of directors was considered a routine matter for which brokers were permitted to vote shareholders’ shares.  Beginning this year, brokersBrokers are no longernot permitted to vote shareholders’ shares for the election of directors. Therefore, the Company urges all shareholders to give voting instructions to their brokers on all voting items.

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How many shares can vote at the 20102019 meeting?

As of the Record Date, there were 15,536,27558,582,172 shares of Common Stock and 17,078 shares of Series A Preferred Stock issued and outstanding and entitled to vote at the meeting. Holders of Common Stock are entitled to one vote per share and holders of Series A Preferred Stock are entitled to 1,000 votes per share, with regard to each matter presented at the annual meeting.

Who will count the votes and certify the results?

An independent vote tabulator will count the votes. American Stock Transfer and Trust Company has been appointed by the Board of Directors as the independent Inspector of Election and will determine the existence of a quorum, validity of proxies and ballots, and certify the results of the voting.

If I vote and then want to change my vote, may I?

You may revoke your proxy at any time before the meeting by submitting a later dated proxy card, by notifying our Assistant Secretary in writing that you have revoked your proxy, or by attending the meeting and giving notice of revocation in person. Written revocations should be directed to:

Assistant Secretary

Chase Packaging Corporation

636 River RoadPO Box 126

Fair Haven,Rumson NJ 0770407760

Can other matters be decided at the meeting?

No business will be conducted at the meeting except business brought before the meeting in accordance with the procedures set forth in the Company’s bylaws. The Chairman of the BoardLead Director will act as chairman of the meeting and will determine whether business was properly brought before the meeting.

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(1) Includes 218,000 and 89,000 shares of Common Stock underlying Series A Preferred Stock and warrants, respectively, held by the named person’s spouse.  Mr. Gardner has disclaimed beneficial ownership of the shares.

(2) Includes 412,000 and 167,000 shares of Common Stock underlying Series A Preferred Stock and warrants, respectively, held by the named person’s spouse.  Mr. Barrett has disclaimed beneficial ownership of the shares.

(3) Includes 412,000 shares and 167,000 shares of Common Stock underlying Series A Preferred Stock and warrants, respectively, held by the named person’s spouse.  Mr. Flynn has disclaimed beneficial ownership of the shares.

Section 16(a) Beneficial Ownership Reporting Compliance

To the best of the Company’s knowledge, all directors, executive officers, and beneficial owners of more than 10% of the Common Stock complied with Section 16(a) of the Securities Exchange Act of 1934, as amended, during 2009.

EXECUTIVE OFFICERS

The following table sets forth certain information concerning the persons who serve as executive officers of the Company and who will continue to serve in such positions at the discretion of the Board of Directors.

Additional information regarding Messrs. McInnes, Gardner, and Barrett is included in the “Proposal No. 1, Election of Directors” section of this proxy statement.  Ms. Green has served as Chief Financial Officer and Assistant Secretary of the Company since 2001. She is Vice President of W. J. Barrett Associates, Inc., a private merchant banking firm.  Ms. Green also serves as Assistant Secretary of each of Supreme Corporation, a specialized manufacturer of truck bodies and shuttle buses, and TGC Industries, Inc., a geophysical services company.  Shefirm; she previously served for 15 years as Assistant Vice President of Janney Montgomery Scott, LLC, an investment banking firm.

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BOARD OF DIRECTORS

Board Leadership Structure

Mr. McInnesBarrett is currently the Company’s Chairman of the Board and President.Lead Director. As a development stage company, the Board has made an effort to have a cost-effective, yet constructive and efficient, leadership structure. The Board believes that its leadership structure provides the most efficient and effective leadership model for the Company by enhancing the ability of the Chairman and PresidentLead Director to provide clear insight and direction of business strategies and plans to both the Board and management.  The Board believes that it can most effectively perform its monitoring and oversight role by acting as a unified whole, with the Chairman also being a member of the management team, and that the advantages of having a Chairman and President with extensive knowledge of the Company (as compared to a relatively less informed independent Chairman) outweigh potential disadvantages.  A single person, acting in the capacities of Chairman and President, provides unified leadership and focus.

The Company does not have a lead independent director.  The Board has full access to the executive officersmanagement team at all times. In addition, the Board may retain, on such terms as determined by the Board, as applicable, in its sole discretion, independent legal, financial and other independent consultants and advisors to advise and assist the Board in discharging its oversight responsibilities.

The Board of Directors has assessed the composition of the Board and has concluded that the Board has the appropriate mix of business experience and skills to address effectively the Company’s business needs and challenges. In view of the small size of the Board of Directors, thereThere are no membership requirements based on race or gender.  However,gender; the Board believes that it has a wide range of diversity with regard to professional experience, skills, education and other attributes that contribute to the Board’s ability to operate in the long range best interests of the Company’s shareholders.

The Common Stock is quoted on the over-the-counter market operated by Pink OTC Markets Inc., which does not impose any director independence requirements. Using the director independence requirements set forth in NASDAQ rule 5605(a)(2), the Company has only onefive independent director,directors, Mr. Edward L. Flynn.Flynn, Mr. John A. Forbes, Mr. Matthew W. Long, Mr. Mark C. Neilson and Mr. Wayne A. Whitener.

Shareholder Communications

The Company has established a process for shareholders to send their communications to the Board of Directors. Any shareholder who desires to contact an individual director or the entire Board of Directors may mail a written communication to the Asst. Secretary, Chase Packaging Corporation, 636 River Road, Fair Haven, New Jersey 07704.PO Box 126, Rumson NJ 07760. The Asst. Secretary will submit all shareholder communications to the appropriate directors, unless the communication is frivolous or includes advertising, solicitation for business, requests for employment, requests for contribution, or a communication of a similar nature.

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The Asst. Secretary will send a written acknowledgment to a shareholder upon receipt of his or her communication submitted in accordance with the provisions set forth in this proxy statement unless such shareholder communication is frivolous or includes advertising, solicitation for business, requests for employment, requests for contribution, or a communication of a similar nature. A shareholder wishing to contact the directors may do so anonymously; however, shareholders are encouraged to provide the name in which the Company’s shares of stock are held and the number of such shares held.

The following communications to the directors will not be considered a shareholder communication: (i) communication from a Company officer or director; (ii) communication from a Company employee or agent, unless submitted solely in such employee’s or agent’s capacity as a shareholder; and (iii) any shareholder proposal submitted pursuant to Rule 14a-8 promulgated under the Exchange Act.

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Meetings and Committees

The Company’s Board of Directors met once during 2009, andhold telephonic meetings on a regular basis, most or all directors attended such meeting.meetings. The Board of Directors has not designated any committees. Since the Company is a development stage company, the Board of Directors believes that it adequately performs all necessary functions regarding governance of the Company.

EXECUTIVE COMPENSATION

Commencing November 1, 2007, the Company’s Board of Directors agreed to pay the Company’s Chief Financial Officer an annual salary of $17,000. No other officers of the Company receive compensation other than reimbursement of out-of-pocket expenses incurred in connection with Company business and development. There were no equity awards at fiscal year-end.In 2019 the Company’s Chief Financial Officer/Principle Executive Officer will receive, upon shareholder approval of the change in state of incorporation and the subsequent reduction in par value, 300,000 shares of Common Stock for merger and acquisition services to be performed in 2019 and 2020.

Summary Compensation Table

DIRECTOR COMPENSATION

Directors of the Company are not paid fees, but are reimbursed for expenses incurred in connection with attendance at meetings of the Board of Directors and out-of-pocket expenses incurred in connection with Company business and development. In 2019 each of the Company’s seven Directors will receive, upon shareholder approval of the change of state of incorporation and the subsequent reduction in par value, 300,000 shares of Common Stock for merger and acquisition services to be performed in 2019 and 2020.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company did not engage in any transaction with related parties during the 20092018 fiscal year, and does not currently propose to enter into any transaction, in which any related person had or will have a direct or indirect material interest in excess of $120,000.year.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate audit and accounting fees billed for each of the last two fiscal years for professional services rendered by the independent registered public accounting firm for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Forms 10-Q rendered by the Company’s independent registered public accounting firms were $19,500$28,950 and $17,500$20,050 for 20092017 and 2008,2018, respectively.

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Audit-Related Fees

None.The aggregate audit-related fees for each of the last two fiscal years for assistance in preparation the Company’s Forms 10-Q and 10-K were $8,650 and $8,550 for 2017 and 2018, respectively.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the independent registered public accounting firm for the preparation of the Company’ corporate tax returns were $2,675$2,500 and $2,500$500 for 20092017 and 2008,2018, respectively.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the independent registered public accounting firm for the preparation of the Company’s private placement unit filing were $8,216 for 2008.  There were no other fees billed by the independent registered public accounting firm in 2009.2018.

The Board of Directors, which functions as the audit committee, makes reasonable inquiryis responsible for establishing and maintaining adequate internal control over financial reporting as to the independence of the Company’s independent registered public accounting firm based upon the considerations set forthdefined in Rule 2-01 of Regulation S-X,13a-15(f) under the Exchange Act, including the examination of representation letters furnished by the independent registered public accounting firm.

PROPOSAL NO. 2

REINCORPORATION OF CHASE PACKAGING CORPORATION FROM THE STATE OF TEXAS TO THE STATE OF DELAWARE

In this section of the proxy statement, we sometimes refer to Chase Packaging Corporation (the “Company”) as a Texas corporation before reincorporation as “Chase Texas” and the Company as a Delaware corporation after reincorporation as “Chase Delaware.”

The Board of Directors has unanimously approved and recommends to our stockholders this proposal (the “Proposed Amendment”) to change the Company’s state of incorporation from Texas to Delaware (the “Reincorporation”). If our stockholders approve this proposal, we will accomplish the Reincorporation by converting to a Delaware corporation as provided in the Texas Business Organizations Code (the “TBOC”) and the Delaware General Corporation Law of the State of Delaware, as amended (the “DGCL”).

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Summary

Assuming that stockholder approval of this proposal is obtained, and the Reincorporation becomes effective:

	·	the affairs of the Company will cease to be governed by Texas corporation laws, the affairs of the Company will become subject to Delaware corporation laws, and the Company’s existing Articles of Incorporation and existing Bylaws will be replaced by a new Certificate of Incorporation and new Bylaws, as more fully described below;
	·	Chase Delaware will (i) be deemed to be the same entity as Chase Texas for all purposes under the laws of Delaware, (ii) continue to have all of the rights, privileges, and powers of Chase Texas, except for such changes that result from being subject to Delaware law and becoming subject to the Delaware Certificate of Incorporation and Delaware Bylaws, (iii) continue to possess any and all of the properties of Chase Texas, and (iv) continue to have any and all of the debts, liabilities, and obligations of Chase Texas;
	·	each outstanding share of Chase Texas common stock will continue to be an outstanding share of Chase Delaware common stock, and each outstanding option, warrant, or other right to acquire shares of Chase Texas common stock will continue to be an outstanding option, warrant, or other right to acquire shares of Chase Delaware common stock;
	·	the par value of each share of the Company’s common stock will decrease from $0.10 per share of Chase Texas common stock to $0.00001 per share of Chase Delaware common stock; however, the market value of Chase Delaware common stock after the Reincorporation will remain the same as the market value of Chase Texas common stock prior to Reincorporation; and
	·	each director or officer of Chase Texas will continue to hold his or her respective office with Chase Delaware.

General Information

The Board of Directors has adopted a plan of conversion/domestication substantially in the form attached as Appendix A to this proxy statement (the “Plan of Conversion”) to accomplish the Reincorporation. Assuming the presence of a quorum at the Annual Meeting, this proposal will be approved by the stockholders if affirmative votes are cast by at least two-thirds of the outstanding shares entitled to vote. Those shares present in person or represented by proxy, representing common stock outstanding at the close of business on the record date, will be entitled to vote on the proposal. Assuming that stockholder approval of this proposal is obtained, the Company intends to file with the Texas Secretary of State (i) a plan of conversion (the “Texas Plan of Conversion”), and (ii) a certificate of conversion (the “Texas Certificate of Conversion”); and intends to file with the Delaware Secretary of State (i) a certificate of conversion (the “Delaware Certificate of Conversion”), and (ii) a certificate of incorporation, which will govern the Company as a Delaware corporation, substantially in the form attached as Exhibit A to the Plan of Conversion (the “Delaware Certificate of Incorporation”). In addition, assuming that stockholder approval of this proposal is obtained and the Texas Certificate of Conversion, Delaware Certificate of Conversion, and Delaware Certificate of Incorporation are filed, the Bylaws substantially in the form attached as Exhibit B to the Plan of Conversion will be the Bylaws for Chase Delaware (the “Delaware Bylaws”), and the Company will enter into a new indemnification agreement with each director and officer of Chase Delaware, based upon provisions of Delaware law, substantially in the form attached as Exhibit C to the Plan of Conversion (the “Delaware Indemnification Agreement”). Approval of this proposal by our stockholders will constitute approval of the Reincorporation and the Plan of Conversion. Upon approval of the Reincorporation and the filing of the appropriate documents with the State of Texas and the State of Delaware, the Company will be a Delaware corporation governed by the Delaware Certificate of Incorporation and the Delaware Bylaws.

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If the Proposed Amendment is approved, the par value of each share of Common Stock will decrease from $0.10 per share of Chase Texas Common Stock to $0.00001 per share of Chase Delaware Common Stock. As a result, the stated capital attributable to Common Stock on Chase Delaware’s balance sheet will be adjusted to reflect the decreased par value. The decrease in par value of common stock will take effect simultaneously for all outstanding shares of common stock; however, the market value per share will remain the same after the transaction.

Reasons for the Reincorporation

For many years, Delaware has followed a policy of encouraging incorporation in Delaware and, in furtherance of that policy, Delaware is a nationally recognized leader in adopting and implementing comprehensive and flexible corporate laws. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws, including the TBOC.

In addition, Delaware courts (such as the Court of Chancery and the Delaware Supreme Court) are highly regarded for their considerable expertise in dealing with corporate legal issues and for producing a substantial body of case law construing the DGCL, with multiple cases concerning areas that Texas courts have not considered. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law should serve to enhance the relative clarity and predictability of many areas of corporate law, which should offer added advantages to the Company by allowing the Board of Directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions.

The Reincorporation also may enable the Company to attract more easily future candidates willing to serve on the Board of Directors because many such candidates are already familiar with Delaware corporate law, including provisions relating to director indemnification, from their past business experience. In addition, Delaware law provides more predictability than Texas law with respect to the liability of directors and officers, including what constitutes an actionable breach of fiduciary duties.

Changes as a Result of Reincorporation

If this proposal is approved, the Reincorporation will effect a change in the legal domicile of the Company and other changes of a legal nature, the most significant of which are described below in the section entitled “Comparison of the Company’s Stockholders’ Rights Before and After the Reincorporation.”

No Appraisal Rights

The stockholders of the Company will not be entitled to dissenters’ rights or appraisal rights as a result of the Reincorporation.

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The Plan of Conversion

The Reincorporation will be effected pursuant to the Plan of Conversion to be adopted by Chase Texas. The Plan of Conversion provides that the Company will convert into a Delaware corporation and will be subject to all the provisions of the DGCL. By virtue of the conversion, all of the rights, privileges and powers of Chase Texas, all property owned by Chase Texas, all debts due to Chase Texas and all causes of action belonging to Chase Texas immediately prior to the conversion will remain vested in Chase Delaware following the conversion. In addition, by virtue of the conversion, all debts, liabilities and duties of the Company immediately prior to the conversion will remain attached to Chase Delaware following the conversion. Each director and officer of Chase Texas will continue to hold his or her respective office with Chase Delaware.

If this proposal is approved by our stockholders, the Reincorporation would become effective upon the filing (and acceptance thereof by the Texas Secretary of State and the Delaware Secretary of State, as applicable) of the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation. If this proposal is approved, it is anticipated that the Board of Directors will cause the Reincorporation to be effected as soon as practicable thereafter. However, the Reincorporation may be delayed by the Board of Directors or the Plan of Conversion may be terminated and abandoned by action of the Board of Directors at any time prior to the effective time of the Reincorporation, whether before or after approval by the Company’s stockholders, if the Board of Directors determines for any reason that such delay or termination would be in the best interests of the Company and its stockholders.

Company stockholders will not be required to exchange their Chase Texas stock certificates for new Chase Delaware stock certificates. Following the effective time of the Reincorporation, any Chase Texas stock certificates submitted to the Company for transfer, whether pursuant to a sale or otherwise, will automatically be exchanged for Chase Delaware stock certificates. Company stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) to the Company unless and until requested to do so.

Interests of Certain Persons in the Proposed Amendment

Certain of our Officers and Directors have an interest in the Proposed Amendment as a result of their ownership of shares of our Company Stock. However, no Officer or Director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Proposed Amendment that is not shared by all other stockholders.

Required Vote

The affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote on the Proposed Amendment is required for approval.

Certain Federal Income Tax Consequences

THE FOLLOWING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE REINCORPORATION AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL OF THE REINCORPORATION’S POTENTIAL TAX EFFECTS. HOLDERS OF THE COMPANY’S COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE REINCORPORATION AND THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER APPLICABLE TAX LAWS.

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The Company believes that the Reincorporation from Texas to Delaware will constitute a reorganization within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “IRC”). Assuming that the Reincorporation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(F) of the IRC, and subject to the qualifications and assumptions described in this proxy statement: (i) holders of our common stock will not recognize any gain or loss as a result of the consummation of the Reincorporation, and (ii) the aggregate tax basis of shares of Chase Delaware’s common stock received in the Reincorporation will be equal to the aggregate tax basis of the shares of the converted common stock and (iii) the holding period of the shares of Chase Delaware’s common stock received in the Reincorporation will include the holding period of the shares of the common stock converted therefor.

Effect of Not Obtaining the Required Vote for Approval

If we fail to obtain the requisite vote of stockholders for approval of this proposal, the Reincorporation will not be consummated and the Company will continue to be incorporated in Texas and governed by the TBOC, the Company’s existing Articles of Incorporation, and the Company’s existing Bylaws.

Limitation of Director Liability and Indemnification

The Delaware Certificate of Incorporation provides that, to the fullest extent permitted by Delaware law, no director of Chase Delaware will be personally liable to Chase Delaware or its stockholders for monetary damages for breach of fiduciary duty as a director. Delaware law currently provides that this limitation of liability does not apply to liability:

However, in the event the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

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Comparison of the Company’s Stockholders’ Rights Before and After the Reincorporation

THE FOLLOWING DISCUSSION IS INTENDED ONLY AS A SUMMARY COMPARISON OF STOCKHOLDERS’ RIGHTS BEFORE AND AFTER THE REINCORPORATION AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL OF THE DIFFERENCES IN STOCKHOLDERS’ RIGHTS BEFORE AND AFTER THE REINCORPORATION.

Provision	Texas Law	Delaware Law
Procedural Matters Number of Directors	The board of directors of a corporation may consist of one or more directors, and the number of directors shall be set by the certificate of formation or bylaws of the corporation, except that the number of directors on the initial board of directors must be set by the certificate of formation. A change in the number of directors may be made by an amendment to, or as provided by, the certificate of formation.	A corporation must have at least one director, and the number of directors shall be fixed by, or in the manner provided in, the bylaws unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation.
Removal of Directors	Stockholders of the corporation may remove a director or the entire board of directors, with or without cause, by a vote of the majority of the shares entitled to vote. The Texas Certificate of Formation required that the removal of a director be for cause, and be approved by the affirmative vote of the holders of eighty percent (80%) or more of the issued and outstanding shares of the Company at a meeting of the stockholders duly called for the consideration of such removal.	Directors of a corporation generally may be removed with or without cause by the holders of a majority of shares then entitled to vote in an election of directors. The Delaware Certificate of Incorporation will require that the removal of a director be for cause, and be approved by the affirmative vote of the holders of eighty percent (80%) or more of the issued and outstanding shares of the Company at a meeting of the stockholders duly called for the consideration of such removal.
Stockholder Voting—Quorum	The holders of the majority of the shares entitled to vote at a meeting of the stockholders of a corporation that are present or represented by proxy at the meeting are a quorum for the consideration of a matter to be presented at that meeting.	A majority of the shares entitled to vote, present in person or represented by proxy, generally constitutes a quorum at a meeting of stockholders unless the certificate of incorporation or bylaws provide otherwise.

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Indemnification; Advancement of Expenses; Limitation on Personal Liability Indemnification

An enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. A court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification. An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding if it is determined that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests; and (ii) in any other case, that the person's conduct was not opposed to the enterprise's best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (a) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person's duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (b) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. The Texas Certificate of Formation did not differ from the above Texas Statutory rule.

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. With respect to actions by or in the right of the corporation, no indemnification shall be made in respect of any claim, issue or matter as to which a person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. A director or officer who is successful, on the merits or otherwise, in defense of any proceeding subject to the DGCL’s indemnification provisions shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the director in connection therewith. The Delaware Certificate of Incorporation will not differ from the above Delaware Statutory rule.

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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR”

THE REINCORPORATION OF THE COMPANY FROM THE STATE OF TEXAS TO THE STATE OF DELAWARE

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PROPOSAL NO. 3

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Lazar Levine & Felix LLP (“Lazar”) served as the Company’s independent registered public accounting firm until February 16, 2009, at which time the firm was acquired by ParenteBeard LLC (“Parente”) in a transaction pursuant to which Lazar merged its operations into Parente and certain of the professional staff and partners of Lazar joined Parente either as employees or partners of Parente.  On February 16, 2009, and concurrently with the resignation of Lazar, the Company, through and with the approval of the Company’s Board of Directors, engaged Parente as its independent registered public accounting firm.

Prior to engaging Parente, the Company did not consult with Parente regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Parente on the Company’s financial statements, and Parente did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.

The reports of the independent registered public accounting firm of Lazar regarding the Company’s financial statements for the fiscal years ended December 31, 2007 and 2006 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that, with respect to the Company’s financial statements for the fiscal years ended December 31, 2007 and 2006, substantial doubt was raised as to the Company’s ability to continue as a going concern. During the years ended December 31, 2007 and 2006, and during the interim period from the end of the most recently completed fiscal year through February 16, 2009, the date of resignation, there were no disagreements with Lazar on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Lazar would have caused it to make reference to such disagreement in its reports.

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Proposal No. 23 is for the ratification of the selection of ParenteBeard LLCPinnacle Accountancy Group of Utah as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.2019. It is not expected that a representative of ParenteBeard, LLCPinnacle Accountancy Group of Utah will be present atattend the shareholders’ meeting.shareholders' meeting telephonically.

The affirmative vote of the holders of a majority of the votes cast at the meeting is required to ratify the selection of the Company’s independent registered public accounting firm.

The Board of Directors recommends that shareholders vote FOR the ratification of the selection of ParenteBeard LLC.Pinnacle Accountancy Group of Utah.

OTHER MATTERS

Management knows of no other matters that may properly be, or which are likely to be, brought before the meeting. However, if any other matters are properly brought before the meeting, the persons named in the enclosed proxy, or their substitutes, will vote in accordance with their best judgment on such matters.

SHAREHOLDER PROPOSALS

A shareholder proposal intended to be presented at the Company’s 20112020 annual meeting of shareholders must be received by the Company at its principal executive offices in Fair Haven,Rumson, New Jersey, on or before December 17, 2010,2020, in order to be included in the Company’s proxy statement and form of proxy relating to that meeting.

In order for a shareholder proposal made outside of Rule 14a-8 to be considered timely within the meaning of Rule 14a-4(c), such proposal must be received by the Company at its principal executive offices in Fair Haven,Rumson, New Jersey, no later than March 3, 2011.December, 2020.

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Article X

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now hereafter prescribed by the laws of the State of Delaware, and all rights confirmed upon directors and stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on ____________ __, 2019.

	W. Raymond Felton, Incorporator