Law Offices of Robinson & Robinson

February 21, 2001

Ms. Pollly Schofield
Hagerstown, MD


Dear Ms. Schofield:

At your request, I am providing you with a letter of opinion regarding whether or not your acceptance of an employed paid position with the Alpaca Owners and Breeders Association (AOBA) as a show administrator in any way presents a conflict of interest with your volunteer service to ALSA (Alpaca and Llama Show Association) as a member of the Board of Directors of ALSA.

First, I have reviewed the By-Laws of ALSA and note that there are no prohibitions of any volunteer member such as yourself taking on any employment positions with any other similar related non-profit organizations.

Because you are not an employee of ALSA, you are not bound by any "covenant not-to-compete" and in fact your taking a position with AOBA in no way means that you are competing in any way, shape or form with ALSA.

Of course, at the time that you became a volunteer member of the Board of Directors with ALSA, ALSA in no way communicated to you any need to refrain from taking part in any other volunteer organizations as an employee or volunteer.

There are no significant trade secrets owned by ALSA that could in any way be disclosed to AOBA.

If anything, your involvement with AOBA will make you a more valuable member of the Board of Directors of ALSA in that you will have a greater understanding of the llama and alpacas as a result of your expanded dealings with AOBA.

In sum, there is no conflict of interest for you to serve on the Board of Directors at ALSA and at the same time work as an employee with AOBA. So long as your contract with AOBA does not forbid you to serve as a volunteer on any other related organizations, you are legally free to serve as a volunteer on the ALSA Board of Directors without qualification.

Very truly yours,

Russ
Robinson, III