EXHIBIT (6)(e)
INTERNET ADVERTISING AGREEMENT
This Agreement (the "Agreement"), dated as of November 26, 2001, is entered
into by and between SearchHelp, Inc., a Delaware corporation ("SearchHelp"),
having its principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx
Xxxx 00000, and Lifetyme, LLC, a Delaware limited liability company ("Lifetyme")
having its principal place of business at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx
00000.
WHEREAS, SearchHelp provides business solutions to local townships and
small businesses in an effort to improve local communities. SearchHelp intends
to provide small businesses with a community forum to enhance their business
through business applications, advertising and other products and services and
to assist in the marketing and improvement of local communities through fee
based community development services (such current and intended business,
together with any products or services offered on the SearchHelp Website (as
defined herein), the "SearchHelp Business"). SearchHelp operates and maintains
an Internet website located at the URL "xxx.xxxxxxxxxx.xxx" (the "SearchHelp
Website") in connection with its provision of such services;
WHEREAS, Lifetyme has developed a concept called the "Wellness Club",
through which Lifetyme provides to member of the Wellness Club, among other
things, discounts on certain medical services, vitamins, nutritional supplements
and medicines. Lifetyme intends to maintain its own Internet website located at
the URL xxx.xxxxxxxxxx.xxx (the "Lifetyme Website");
WHEREAS, Lifetyme seeks to advertise on the SearchHelp Website and in
certain marketing materials of SearchHelp (the "Marketing Materials") in order
to increase its brand recognition, increase membership in the Wellness Club and
increase sales of its services and products to the members of the Wellness Club;
and
WHEREAS, SearchHelp shall be the exclusive Internet advertiser of Lifetyme
and its products and services.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
SearchHelp and Lifetyme hereby agree as follows:
SECTION 1. PROMOTION OF LIFETYME.
(a) Lifetyme agrees that, during the Term of this Agreement, it shall
not advertise, sell or distribute any promotional information, products or
services on any Internet website (each a "Third Party Website") other than the
SearchHelp Website or a website of a business that does not compete with the
SearchHelp Business unless the Third Party Website in connection with such
advertising, sale or distribution of promotional information, products or
services directs the viewer solely to the SearchHelp Website (and not the
Lifetyme Website) via a hyperlink.
(b) SearchHelp agrees that, during the Term of this Agreement,
SearchHelp Website shall provide (i) links to the Lifetyme Website, (ii)
advertisements for Lifetyme and/or (iii) ad banners for Lifetyme. SearchHelp
shall also provide advertising for Lifetyme in certain of its Marketing
Materials. The advertising in the Marketing Materials shall direct the reader to
contact Lifetyme via telephone, e-mail and/or regular mail in a manner that can
be tracked by SearchHelp. The terms of the promotional advertising will be as
set forth in EXHIBIT A attached hereto.
(c) Lifetyme shall be solely responsible for fulfilling all orders
for its products and services and collecting all revenue for such products and
services.
SECTION 2. REFERRALS TO LIFETYME.
(a) Lifetyme shall track the number of referred users, customers and
visitors referred from the SearchHelp Website to the Lifetyme Website
(collectively, the "Web Visitors") and the number of referred users, customers
and visitors referred from the Third Party Website to Lifetyme Website through
the SearchHelp Website (collectively, the "Third Party Visitors") using computer
programs to track Web Visitors and Third Party Visitors that join the Wellness
Club or purchase products of Lifetyme by clicking on hyperlinks that direct them
to the Lifetyme Website. Lifetyme agrees to set up a separate telephone line(s),
email address and post office box for customers and visitors referred from
SearchHelp's Marketing Materials (the "Print Visitors" and together with the Web
Visitors and the Third Party Visitors, the "Visitors") in order to allow
SearchHelp to track the number of Visitors generated by the Marketing Materials
that join the Wellness Club (the "SearchHelp Wellness Club Members") and to
track the purchase of products of Lifetyme by Visitors who do not join the
Wellness Club ("Non-Member Visitors") and SearchHelp Wellness Club Members.
(b) Lifetyme shall provide to SearchHelp, within fifteen (15) days
after the end of each month, a report (the "Report") showing in reasonable
detail the actual number of SearchHelp Wellness Club Members that joined
Lifetyme during such month and the amount of products of Lifetyme purchased by
Non-Member Visitors and SearchHelp Wellness Club Members during such month. Such
report shall also include a calculation of the amount owed to SearchHelp for
such month pursuant to Section 3 below.
(c) Upon reasonable notice and during business hours, SearchHelp
shall have the right to have an independent third party selected jointly by
SearchHelp and Lifetyme audit the books and records of Lifetyme as necessary to
verify the actual number of SearchHelp Wellness Club Members and the amount of
products and services purchased by Non-Member Visitors and SearchHelp Wellness
Club Members. The cost and expense of such audit shall be borne by SearchHelp,
provided that, if there is a discrepancy of greater than ten (10%) percent
between the number of SearchHelp Wellness Club Members reported by Lifetyme
pursuant to this Section 2 and the number of SearchHelp Wellness Club Members
determined by the third party audit or if there is a discrepancy of greater than
ten (10%) percent between the amount of products and services purchased by
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SearchHelp Wellness Club Members or Non-Member Visitors, as applicable, pursuant
to this Section 2 and the amount of products and services purchased by
SearchHelp Wellness Club Members or Non-Member Visitors, as applicable,
determined by the third party audit, the cost and expense of such audit shall be
borne by Lifetyme.
SECTION 3. REMUNERATION. Lifetyme shall pay to SearchHelp (a) an amount equal to
ten (10%) percent of the initial Wellness Club membership fee for each Web
Visitor and Print Visitor upon their becoming a Wellness Club Member and an
additional amount to be agreed upon by Lifetyme and SearchHelp for each year
such Web Visitor or Print Visitor, as applicable, remains a member of the
Wellness Club; (b) an amount equal to five (5%) percent of the purchase price of
the aggregate products sold by Lifetyme in an initial order of a Web Visitor or
Print Visitor, as applicable, that has become a Wellness Club Member; (c) an
amount equal to five (5%) percent of the initial Wellness Club membership fee
for each Third Party Visitor upon their becoming a Wellness Club Member and an
additional amount to be agreed upon by Lifetyme and SearchHelp for each
subsequent year such Third Party Visitor remains a member of the Wellness Club;
(d) an amount equal to five (5%) percent of the purchase price of the aggregate
products sold by Lifetyme in an initial order of a Third Party Visitor that has
become a Wellness Club Member; (e) an amount equal to ten (10%) percent of the
purchase price of the aggregate products sold by Lifetyme in an initial order of
a Non-Member Visitor; (subsections (a) through (e) together being the "Fee
Payment"). Lifetyme shall pay the Fee Payment at the same time it furnishes the
Report to SearchHelp.
SECTION 4. ISSUANCE OF SHARES.
(a) In consideration for the right to extend the Term of this
Agreement, SearchHelp agrees to issue, and Lifetyme hereby subscribes to
purchase, five-hundred thousand (500,000) shares of common stock of SearchHelp,
$.0001 par value per share (the "Shares") for a purchase price of $.001 per
share or an aggregate of Five Hundred ($500) Dollars. Lifetyme agrees that it
has assigned its right to purchase the Shares to certain shareholders of
Lifetyme set forth in Exhibit B (the "Lifetyme Shareholders") and that the grant
of rights to the Lifetyme Shareholders by SearchHelp is in full satisfaction of
the obligations of SearchHelp to Lifetyme.
(b) In connection with the issuance of the Shares, the Lifetyme
Shareholders shall, concurrently with the execution hereof, execute and deliver
to SearchHelp the subscription agreement in substantially the form attached
hereto as Exhibit C (the "Subscription Agreement"). The Shares, when issued in
accordance with the terms of the Subscription Agreement, shall be fully paid and
non-assessable but shall bear a legend and be subject to the restrictions set
forth in the Subscription Agreement.
(c) Lifetyme shall also have the right to subscribe to purchase an
additional five-hundred thousand (500,000) shares of common stock of SearchHelp,
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$.0001 par value per share (the "Additional Shares") for a purchase price of
$.001 per share, or Five Hundred ($500) Dollars, in the event this Agreement is
extended pursuant to Section 5(b) herein. In the event Lifetyme assigns its
right to purchase the Additional Shares to its shareholders, it agrees that the
grant of such rights by SearchHelp to its shareholders will be in full
satisfaction of the obligations of SearchHelp to Lifetyme. In connection with
the issuance of the Additional Shares, Lifetyme and/or its permitted assignees
shall execute and deliver to SearchHelp a subscription agreement in
substantially the form of the Subscription Agreement. The Additional Shares,
when issued in accordance with the terms of the Subscription Agreement, shall be
fully paid and non-assessable but shall bear a legend and be subject to the
restrictions set forth in the Subscription Agreement.
SECTION 5. TERM AND TERMINATION.
(a) Except as otherwise provided in this Agreement, the term of this
Agreement shall commence on the date first written above and shall continue for
a period of eighteen (18) months (the "Term").
(b) Commencing on the date first written above and continuing for a
period of nine (9) months, SearchHelp shall have the right to extend the Term of
this Agreement for an additional eighteen (18) months upon providing written
notice to Lifetyme not less than thirty (30) days prior to the expiration date
of the initial Term.
(c) This Agreement may be terminated by either party in the event of
a breach of any provision of this Agreement, provided such terminating party
notifies the breaching party in writing thirty (30) days prior to the date of
the desired termination and the breaching party has not cured such breach within
seven (7) days of such notice. Upon any termination or expiration of this
Agreement, all rights granted to Lifetyme under this Agreement shall terminate.
(d) Notwithstanding the foregoing, SearchHelp shall have the right to
terminate this Agreement in the event of a breach of any provision of the
Subscription Agreement by any Lifetyme Shareholder, and Lifetyme shall have the
right to terminate this Agreement in the event of a breach of any provision of
the Subscription Agreement by SearchHelp, provided SearchHelp notifies Lifetyme,
or Lifetyme notifies SearchHelp, as applicable, in writing thirty (30) days
prior to the date of the desired termination and the breaching party has not
cured such breach within seven (7) days of such notice.
SECTION 6. COVENANTS AND WARRANTIES.
(a) Each party warrants that it is a valid corporation, duly
organized under the laws of the State of its incorporation, with the full power
and authority to enter into this Agreement and to perform its obligations
hereunder.
(b) SearchHelp shall remain solely responsible for the operation of
the SearchHelp Website and warrants that it will use its best business efforts
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to maintain the SearchHelp Website and that the SearchHelp Website shall not
contain content that is unlawful, threatens another person or entity,
defamatory, obscene, libelous or pornographic. SearchHelp acknowledges that
Lifetyme does not give any guarantees or warranties that access to the Lifetyme
Website will be uninterrupted or error free and that the Lifetyme Website may be
subject to the temporary shut downs due to causes beyond Lifetyme's control.
(c) Lifetyme will remain solely responsible for the operation of the
Lifetyme Website. Lifetyme warrants that it will use its best business efforts
to maintain the Lifetyme Website and that the Lifetyme Website shall not contain
content that is unlawful, threatens another person or entity, defamatory,
obscene, libelous or pornographic. Lifetyme acknowledges that SearchHelp does
not give any guarantees or warranties that access to the SearchHelp Website will
be uninterrupted or error free and that the SearchHelp Website may be subject to
the temporary shut downs due to causes beyond SearchHelp's control.
(d) SEARCHHELP SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY
REGARDING THE NUMBER OF VISITORS, CUSTOMERS OR USERS DIRECTED TO LIFETYME OR THE
LIFETYME WEBSITE, THE AMOUNT OF SALES THAT LIFETYME MAY GENERATE DURING THE TERM
OF THIS AGREEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SEARCHHELP
WEBSITE WILL BE WITHOUT DEFECT, INTERRUPTION, COMPUTER VIRUSES, INFECTION,
TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATION OR DESTRUCTIVE
PROPERTIES.
(e) Lifetyme covenants and agrees that it is and shall at all times
remain in compliance with all federal and state laws, regulations, ordinances
and licenses.
(f) SearchHelp covenants and agrees that it is and shall at all times
remain in compliance with all federal and state laws, regulations, ordinances
and licenses.
(g) Lifetyme represents and warrants that it owns all of the Lifetyme
Intellectual Property or has a valid license to use the Lifetyme Intellectual
Property as it is currently being used.
(h) SearchHelp represents and warrants that it owns all of the
SearchHelp Intellectual Property or has a valid license to use the SearchHelp
Intellectual Property as it is currently being used.
(i) Lifetyme represents and warrants that it does not sell and will
not sell insurance or insurance related products to members of the Wellness Club
and that Lifetyme receives no compensation from members in the Wellness Club for
providing any insurance or insurance related products.
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(j) Lifetyme covenants and agrees that it will not at any time during
the Term or within six (6) months thereafter (i) sell insurance or insurance
related products to members of the Wellness Club (including SearchHelp Wellness
Club Members) or (ii) receive compensation from members of the Wellness Club
(including SearchHelp Wellness Club Members) for providing any insurance or
insurance related product.
(k) Lifetyme agrees that it shall provide links from the Lifetyme
Website to the SearchHelp Website.
(l) Each party hereto agrees that (i) during the Term of this
Agreement it shall not engage in a business substantially similar to that of the
other or distribute or sell products substantially similar to those offered by
the other during the Term and (ii) for a period of six months following the
termination of this Agreement it shall not engage in a business substantially
similar to that of the other or distribute or sell products substantially
similar to those offered by the other as of the date of termination of this
Agreement.
SECTION 7. LIMITATION OF LIABILITY.
SEARCHHELP WILL NOT BE LIABLE TO LIFETYME FOR ANY INDIRECT, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS
OR LOST DATA, ARISING OUT OF THIS AGREEMENT. SEARCHHELP'S ENTIRE LIABILITY
ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY LIFETYME UNDER
THIS AGREEMENT. NOTWITHSTANDING THE AFOREMENTIONED, THIS SECTION 7 SHALL NOT BE
APPLICABLE IN THE EVENT THAT EITHER PARTY SHALL SEEK TO ENFORCE SECTION 6(l)
HEREOF.
SECTION 8. INTELLECTUAL PROPERTY.
(a) Lifetyme hereby grants to SearchHelp, for the term of this
Agreement, a non-exclusive, nontransferable, royalty-free license to use
computer graphics and text of trade names, logos, service marks and trademarks
(the "Lifetyme Intellectual Property") to establish and promote Lifetyme's brand
and presence on the SearchHelp Website and to otherwise perform its obligations
under this Agreement. Lifetyme reserves the right to approve of such computer
graphics and text before SearchHelp implements such computer graphics and text
on the SearchHelp Website. Subject to the license granted to SearchHelp,
Lifetyme reserves all of its right title and interest in the Lifetyme
Intellectual Property.
(b) Lifetyme shall have no rights to use or reproduce SearchHelp's
tradenames, logos, trademarks, service marks, and any computer graphics or text
relating thereto (the "Company Intellectual Property"), and shall not use
SearchHelp Intellectual Property for any purpose without the prior written
consent of SearchHelp.
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SECTION 9. CONFIDENTIAL INFORMATION.
(a) Each party agrees that it will keep confidential any and all
commercial, technical, trade secret, customer, financial or business information
concerning the other party to which it may become aware (the "Confidential
Information") during the course of this Agreement, and for two (2) years after
the termination or cancellation of this Agreement, and will not disclose all or
any part of such information to any third party. Each party will use such
Confidential Information only in pursuit of its duties under this Agreement for
the Term of this Agreement. Each party shall take all reasonable precautions to
prevent any unauthorized disclosure of Confidential Information by its
employees.
(b) Each party shall promptly return all Confidential Information,
including any and all copies of such Confidential Information, upon the
termination or cancellation of this Agreement, or upon any written request from
the other party.
(c) Confidential Information shall not include information that is
known to the receiving party at the time of disclosure, publicly known
information, information independently developed by the nondisclosing party, or
information approved for release upon a prior written consent of the disclosing
party.
(d) In the event of any intentional breach of this Section 9, the
non-breaching party will be entitled to any remedies available at law and/or in
equity.
SECTION 10. INDEMNITY.
(a) Lifetyme agrees to defend, indemnify, and hold harmless
SearchHelp and its officers, directors, agents, and employees, against all
costs, expenses, and losses incurred through claims of third parties against
SearchHelp based on or arising out of breach of this Agreement, including
Section 6(e) and Section 6(g), and any covenants, representations and warranties
herein, unless such claim is caused by SearchHelp's gross negligence, bad faith
or violation of this Agreement. In the event a third party claim is brought
against SearchHelp, Lifetyme shall engage counsel reasonably satisfactory to
SearchHelp, provide that no settlement shall be made without SearchHelp's prior
written consent. If Lifetyme fails or refuses to defend any such claim,
SearchHelp may assume control of the defense and Lifetyme shall indemnify and
hold harmless SearchHelp and its officers, directors, agents and employees for
all fees, costs and expenses associated with or arising from such defense.
(b) SearchHelp agrees to defend, indemnify, and hold harmless
Lifetyme and its officers, directors, agents, and employees, against all costs,
expenses, and losses incurred through claims of third parties against Lifetyme
based on or arising out of breach of this Agreement and any covenants,
representations and warranties herein, unless such claim is caused by Lifetyme's
gross negligence, bad faith or violation of this Agreement. In the event a third
party claim is brought against Lifetyme, SearchHelp shall engage counsel
reasonably satisfactory to Lifetyme, provide that no settlement shall be made
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without Lifetyme's prior written consent. If SearchHelp fails or refuses to
defend any such claim, Lifetyme may assume control of the defense and SearchHelp
shall indemnify and hold harmless Lifetyme and its officers, directors, agents
and employees for all fees, costs and expenses associated with or arising from
such defense.
SECTION 11. MISCELLANEOUS.
(a) ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.
SearchHelp may not assign its rights under this Agreement except to an affiliate
of SearchHelp or with the prior written consent of Lifetyme. Lifetyme may not
assign its rights under this Agreement without the prior written consent of
SearchHelp. Any attempted assignment in violation of this provision shall be
void.
(b) SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(c) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Delaware (without reference
to the conflicts of law provisions thereof).
(d) INJUNCTIVE RELIEF. The parties hereto acknowledge and agree that
strict enforcement of the terms of Section 6(l) is necessary for the purpose of
ensuring the preservation, protection and continuity of the business, trade
secrets and goodwill of each party and that, in furtherance of such purpose, the
restrictive covenant imposed by Section 6(l) is narrow, reasonable and fair. If
any part of Section 6(l) is determined by a court of competent jurisdiction to
be unreasonable in duration, geographic area, or scope, then Section 6(l) is
intended to and shall extend only for such period of time, in such area and with
respect to such activities as are determined to be reasonable. Each party hereby
expressly acknowledges and agrees that any breach or threatened breach of any of
the terms set forth in Section 6(l) of this Agreement may result in significant
and irreparable damage to the other party. Therefore, each party hereby agrees
that the other party shall be entitled, in addition to any other remedies
available at law, to injunctive or other equitable relief by a court of
appropriate jurisdiction in the event of any breach or threatened breach of the
terms of Section 6(l) of this Agreement.
(e) NOTICES. All notices, requests and other communications provided
for in this Agreement shall be in writing (including facsimile transmission and
confirmed in original writing) and mailed (prepaid first class registered mail
or overnight courier), sent by facsimile, or delivered, to a party at its
address specified below or to such other person or address as shall be
designated by such party in a written notice to the sender. All such notices and
communications shall be effective (a) if mailed, on the day on which receipt of
delivery is received by the party sending the notice, (b) on the next business
day for the intended recipient after being delivered to a service for overnight
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delivery, (c) if sent by facsimile, on the day transmitted by facsimile;
provided, that any notice so delivered after 5 p.m. local time at the location
of the intended recipient shall be effective on the next business day; or (d) if
delivered, upon delivery. Actual notice shall always be effective.
If to Lifetyme: 000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxx, D.M.D.
Fax: (000) 000-0000
With a copy to: Xxxxx Peabody LLP
0 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
Fax: (000) 000-0000
If to SearchHelp: SearchHelp, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxx, Xxx Xxxx 00000
Attn.: Xxxxxx Xxxxxx
Fax: (000) 000-0000
With a copy to: Xxxxxxxxxx Helpern Syracuse &
Hirschtritt LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxxxx, Esq.
Fax: (000) 000-0000
(f) AMENDMENT AND WAIVER. Except as otherwise expressly set forth in
this Agreement, the terms of this Agreement may not be amended or terminated and
the observance of any term of this Agreement may not be waived (either generally
or in a particular instance and either retroactively or prospectively), without
the written consent of SearchHelp and Lifetyme.
(g) COMPLETE AGREEMENT. This Agreement (including any Exhibits
attached hereto) constitutes the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter.
(h) PRONOUNS. Whenever the context may require, any pronouns used in
this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.
(i) COUNTERPARTS, FACSIMILE, SIGNATURES. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, and all of which shall constitute one and the same document. This
Agreement may be executed by facsimile signatures.
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(j) SECTION HEADINGS. The section headings are for the convenience of
the parties and in no way alter, modify, amend, limit, or restrict the
contractual obligations of the parties.
(k) SURVIVAL. Section 7 and Section 10 shall survive the termination
of this Agreement.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.]
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
SEARCHHELP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Boznyak
Title: Chief Executive Officer
LIFETYME, LLC
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxx, D.M.D.
Title: Chairman
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx.
Title: President and
Chief Executive Officer
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EXHIBIT A
Lifetyme may place graphics of its logo or other trademarks and hyperlinks to
the Lifetyme Website on two (2) pages of the SearchHelp Website and will display
run of the site ads throughout the site.
* SearchHelp shall place ad banners from Lifetyme on the SearchHelp Website.
Membership Services and Benefits SILVER GOLD PLATINUM
Membership Cost (yearly) $169 $199 $239
Health Services
Prescription Drugs and Prescription by Mail X X X
Dental Plan X X X
Vision Plan X X X
Hearing Plan X X X
Chiropractic Plan X X X
Vitamins/Nutritional Supplements & OTC Products X X X
Podiatry Plan X
Durable Medical Equipment X
Travel Benefits-Auto/Hotel Rental X
Medifile X
Membership Benefits
Hospital & Emergency Room Coverage up to $6,000 up to $6,000 Up to $12,000
Health Care Deductible Reimbursement Coverage
$100 $250 $400
A-1
Accidental Death & Dismemberment $1,000 main wager $25,000 main wager; $40,000 main
$25,000 death of wager; $25,000
spouse; $10,000 death of spouse;
death of child up $10,000 death of
to four child up to four
Disability $1,500 $3,000
A-2
EXHIBIT B
Name Xxxxxxx Xxxxxxxx, D.M.D. Xxxxxxx X. Xxxxx
Address: 00 Xxxxxxxx Xxxxxx 0 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
Phone: 000-000-0000 000-000-0000
Fax: 000-000-0000 000-000-0000
SS# ###-##-#### ###-##-####
Name Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx
Address: 0000 Xxxxxxx Xxxx 0 Xxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Phone: 000-000-0000 000-000-0000
Fax: 000-000-0000 000-000-0000
SS# ###-##-#### ###-##-####
Name: Xxxxxx Xxxxx Xxxx Xxxxx
Address: 0000 Xxxxxxxxxx Xxxxxx 00000 Xxxx Xxxxx
Xxxxxxxxxx XX 00000 Xxxxxxxx Xxxxx, XX 00000
Phone: 000-000-0000 000-000-0000
Fax: 000-000-0000 000-000-0000
- answering machine star 51 then send
SS# ###-##-#### ###-##-####
Name: Xxxxxxx Xxxxxxx Xxxxx Xxxx Bloom
Address 0000 Xxxxxxx Xxxxxx 0000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxxx 000
Xxxxxxxx, XX 00000
Phone: 000-000-0000 000-000-0000
Fax 510-848-2522; 000-000-0000
000-000-0000
SS# ###-##-#### ###-##-####
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EXHIBIT C
[Attach form of Subscription Agreement]
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