Plan of Liquidation And Dissolution

EXHIBIT 10-28
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PLAN OF LIQUIDATION AND DISSOLUTION
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OF
GENESEE CORPORATION


This Plan of Liquidation and Dissolution (the "Plan") is intended to affect the complete, voluntary liquidation and dissolution of Genesee Corporation, a New York corporation (the "Corporation"), in accordance with Section 331 of the Internal Revenue Code and Article 10 of the New York Business Corporation Law ("BCL") in substantially the following manner:


1. This Plan shall be effective on the date (the "Effective Date") on which it is approved by the shareholders of the Corporation in accordance with the BCL. After the Effective Date, the following actions shall be taken:


(a) The Corporation shall sell, exchange, lease or otherwise dispose of its assets, upon such terms and conditions and for such consideration as may be fixed from time to time by the Corporation's Board of Directors.


(b) The Corporation shall collect or make provisions for the collection of accounts receivable, debts and c ...