EXIBIT 10.4
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (THE "WARRANT
SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED
UNDER THE ACT. THE WARRANT SHARES MAY NOT BE SOLD OR OFFERED FOR SALE OR
OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER THE ACT, (II) IN COMPLIANCE WITH THE LIMITATIONS
OF RULE 144 UNDER THE ACT, OR (III) PURSUANT TO AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT
REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE
ALSO SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS
WARRANT.
Warrant No. SXCR 1 Number of Shares: 200,000
Date of Issuance: October 20, 2000
SURGICARE, INC.
Common Stock Purchase Warrant
SurgiCare, Inc., a Delaware corporation (the "Company"), for value
received, hereby certifies that DVI Financial Services Inc., a Delaware
corporation, or its permitted transferees ("DVI" or the "Registered Holder"), is
entitled, subject to the terms set forth below, to purchase from the Company, at
any time or from time to time on or after October 17, 2000 and on or before the
date which 12 months following the satisfaction of the Company's obligations to
DVI under that Promissory Note dated as of October 17, 2000, in original
principal amount of $3,750,000 (the "Note"), at not later than 5:00 p.m.
(Eastern time), 200,000 shares of Common Stock, par value $.005 per share, of
the Company, at a purchase price of $ 3.00 per share. The shares purchasable
upon exercise of this Warrant, and the purchase price per share, each as
adjusted from time to time pursuant to the provisions of this Warrant, are
hereinafter referred to as the "Warrant Shares" and the "Purchase Price,"
respectively.
1. Exercise.
(a) This Warrant may be exercised by the Registered Holder, in whole or in
part, by surrendering this Warrant, with the purchase form appended hereto as
Exhibit I duly executed by the Registered Holder or by the Registered Holder's
duly authorized attorney, at the principal office of the Company, or at such
other office or agency as the Company may designate, accompanied by payment (by
wire transfer) in full, in lawful money of the United States, of the Purchase
Price payable in respect of the number of Warrant Shares purchased upon such
exercise.
(b) Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day (the "Exercise Date") on
which this Warrant shall have been surrendered to the Company as provided in
Section 1(a) above. At such time, the Registered Holder shall be deemed to have
become the holder of record of the Warrant Shares.
(c) As soon as practicable after the exercise of this Warrant in full or in
part, and in any event within 15 days thereafter, the Company, at its expense,
will cause to be issued in the name of, and delivered to, the Registered Holder
(upon payment by the Registered Holder of any applicable transfer taxes):
(i) a certificate or certificates for the whole number of duly authorized,
validly issued, fully paid and non-assessable Warrant Shares to which the
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which the Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, calling in the aggregate on the face or
faces thereof for the number of Warrant Shares equal (without giving effect to
any adjustment therein) to the number of such shares called for on the face of
this Warrant minus the number of such shares purchased by the Registered Holder
upon such exercise.
2. Adjustments.
(a) General. The Purchase Price shall be subject to adjustment from time to
time pursuant to the terms of this Section 2. All references to the Purchase
Price herein shall, where the context requires, be deemed to include any such
previous adjustments in accordance with the provisions hereof.
(b) Diluting Issuances.
(i) Definitions. For purposes of this Section 2, the following definitions
shall apply:
(A) "Option" shall mean rights, options or warrants to subscribe for,
purchase, or otherwise acquire Common Stock or Convertible Securities, excluding
options described in Section 2(b)(D)(i) below.
(B) "Original Issue Date" shall mean the date on which this Warrant was
first issued.
(C) "Convertible Securities" shall mean any evidences of indebtedness,
shares or other securities directly or indirectly convertible into or
exchangeable for Common Stock, but excluding Options.
(D) "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued (or, pursuant to Section 2(b)(ii) below, deemed to be issued) by
the Company after the Original Issue Date for which the aggregate Consideration
(as defined in Section 2 (b)(iv) below) received or to be received by the
Company per share is less than the Purchase Price in effect on the date of and
immediately prior to such issue, other than shares of Common Stock issued or
issuable:
(I) upon conversion or exchange of any Convertible Securities or exercise
of any Options outstanding on the Original Issue Date;
(II) by reason of a dividend, stock split, split-up or other distribution
on shares of Common Stock that are covered by Sections 2(c) or 2(d) below; or
(III) pursuant to that Acquisition Agreement dated as of October 20, 2000,
between and among the Company, Town & Country SurgiCare, Inc., Health - First
Memorial Village Surgery Center, Ltd. and the other parties named therein.
(ii) Issue of Securities Deemed Issue of Additional Shares of Common Stock.
If the Company at any time or from time to time after the Original Issue Date
shall issue (whether by sale or grant) any Options or Convertible Securities or
shall fix a record date for the determination of holders of any class of
securities entitled to receive any such Options or Convertible Securities, then
the maximum number of shares of Common Stock (as set forth in the instrument
relating thereto without regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon the exercise of such Options
or, in the case of Convertible Securities and Options therefor, the conversion
or exchange of such Convertible Securities, shall be deemed to be Additional
Shares of Common Stock issued as of the time of such issue or, in case such a
record date shall have been fixed, as of the close of business on such record
date, provided that Additional Shares of Common Stock shall not be deemed to
have been issued unless the consideration per share (determined pursuant to
Section 2(b)(iv) hereof) of the shares of Common Stock issuable upon the
exercise of such Options or, in the case of Convertible Securities and Options
therefor, the conversion or exchange of such Convertible Securities, would be
less than the Purchase Price in effect on the date of and immediately prior to
such issue, or such record date, as the case may be, and provided further that
in any such case in which Additional Shares of Common Stock are deemed to be
issued:
(A) No further adjustment in the Purchase Price shall be made upon the
subsequent issue of Convertible Securities or shares of Common Stock upon the
exercise of such Options or conversion or exchange of such Convertible
Securities;
(B) If such Options or Convertible Securities by their terms provide, with
the passage of time or otherwise, for any increase or decrease in the
consideration payable to the Company, then upon the exercise, conversion or
exchange thereof, the Purchase Price computed upon the original issuance thereof
(or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon any such increase or decrease
becoming effective, be recomputed to reflect such increase or decrease insofar
as it affects such Options or the rights of conversion or exchange under such
Convertible Securities;
(C) Upon the expiration or termination of any such unexercised Option, the
Purchase Price shall not be readjusted, but the Additional Shares of Common
Stock deemed issued as the result of the original issue of such Option shall not
be deemed issued for the purposes of any subsequent adjustment of the Purchase
Price;
(D) In the event of any change in the number of shares of Common Stock
issuable upon the exercise, conversion or exchange of any such Option or
Convertible Security, including, but not limited to, a change resulting from the
anti-dilution provisions thereof, the Purchase Price then in effect shall
forthwith be readjusted to such Purchase Price as would have been obtained had
the adjustment been made upon the basis of such change; and
(E) No readjustment pursuant to clause (B) or (D) above shall have the
effect of increasing the Purchase Price to an amount which exceeds the lower of
(i) the Purchase Price on the original adjustment date, or (ii) the Purchase
Price that would have resulted from any issuances of Additional Shares of Common
Stock between the original adjustment date and such readjustment date.
(iii) Adjustment of Purchase Price Upon Issuance of Additional Shares of
Common Stock. In the event the Company shall at any time after the Original
Issue Date issue Additional Shares of Common Stock (including Additional Shares
of Common Stock deemed to be issued pursuant to Section 2(b)(ii), but excluding
shares issued as a dividend or distribution or upon a stock split or combination
as provided in Section 2(c)), without consideration or for a consideration per
share less than the Purchase Price in effect on the date of and immediately
prior to such issue, then and in such event, the Purchase Price shall be
reduced, concurrently with such issue, to a price (calculated to the nearest
cent) determined by multiplying such Purchase Price by a fraction, (A) the
numerator of which shall be (1) the number of shares of Common Stock outstanding
immediately prior to such issue plus (2) the number of shares of Common Stock
which would be purchased, at the Purchase Price in effect immediately prior to
such issue, for the aggregate consideration received or to be received by the
Company for the total number of Additional Shares of Common Stock so issued; and
(B) the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issue plus the number of such Additional
Shares of Common Stock so issued; provided that, (i) for the purpose of this
Section 2(b)(iii), all shares of Common Stock issuable upon exercise, conversion
or exchange of Options or Convertible Securities outstanding immediately prior
to such issue shall be deemed to be outstanding, and (ii) the number of shares
of Common Stock deemed issuable upon exercise, conversion or exchange of such
outstanding Options and Convertible Securities shall be determined without
regard to any adjustments to the exercise or conversion price or rate of such
Options or Convertible Securities resulting from the issuance of Additional
Shares of Common Stock that is the subject of this calculation. For the
avoidance of doubt, any shares of Common Stock held by the Company as treasury
shares shall not be deemed to be outstanding.
Notwithstanding the foregoing, the applicable Purchase Price shall not be
so reduced at such time if the amount of such reduction would be an amount less
than $.05, but any such amount shall be carried forward and reduction with
respect thereto made at the time of and together with any subsequent reduction
which, together with such amount and any other amount or amounts so carried
forward, shall aggregate $.05 or more.
(iv) Determination of Consideration. For purposes of this Section 2(b), the
consideration received by the Company for the issue of any Additional Shares of
Common Stock shall be computed as follows:
(A) Cash and Property: Such consideration shall:
(I) insofar as it consists of cash, be computed at the aggregate of cash
received by the Company, excluding amounts paid or payable for accrued interest
or accrued dividends; (II) insofar as it consists of property other than cash,
be computed at the fair market value thereof, as determined in good faith by the
Board of Directors; and
(III) in the event Additional Shares of Common Stock are issued together
with other shares or securities or other assets of the Company for consideration
which covers both, be the proportion of such consideration so received, computed
as provided in clauses (I) and (II) above, as determined in good faith by the
Board of Directors.
(B) Options and Convertible Securities. The consideration per share
received by the Company for Additional Shares of Common Stock deemed to have
been issued pursuant to Section 2(b)(ii), relating to Options and Convertible
Securities, shall be determined by dividing
(x) the total amount, if any, received or receivable by the Company as
consideration for the issue of such Options or Convertible Securities, plus the
minimum aggregate amount of additional consideration (as set forth in the
instruments relating thereto, without regard to any provision contained therein
for a subsequent adjustment of such consideration) payable to the Company upon
the exercise of such Options or the conversion or exchange of such Convertible
Securities, or in the case of Options for Convertible Securities, the exercise
of such Options for Convertible Securities and the conversion or exchange of
such Convertible Securities, by
(y) the maximum number of shares of Common Stock (as set forth in the
instruments relating thereto, without regard to any provision contained therein
for a subsequent adjustment of such number) issuable upon the exercise of such
Options or the conversion or exchange of such Convertible Securities.
(v) Multiple Closing Dates. In the event the Company shall issue on more
than one date Additional Shares of Common Stock which are comprised of shares of
the same series or class of Preferred Stock, and such issuance dates occur
within a period of no more than 120 days, then the Purchase Price shall be
adjusted only once on account of such issuances, with such adjustment to occur
upon the final such issuance and to give effect to all such issuances as if they
occurred on the date of the final such issuance.
(vi) Limitation. Notwithstanding anything in this Warrant to the contrary,
in no event shall the Purchase Price be adjusted pursuant to this Section 2(b)
to below $0.01 per share.
(c) Recapitalizations. If outstanding shares of the Company's Common Stock
shall be subdivided into a greater number of shares or a dividend in Common
Stock shall be paid in respect of Common Stock, the Purchase Price in effect
immediately prior to such subdivision or at the record date of such dividend
shall simultaneously with the effectiveness of such subdivision or immediately
after the record date of such dividend be proportionately reduced. If
outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased.
(d) Mergers, etc. If there shall occur any capital reorganization or
reclassification of the Company's Common Stock (other than a change in par value
or a subdivision or combination as provided for in Section 2(c) above), or any
consolidation or merger of the Company with or into another corporation, or a
transfer of all or substantially all of the assets of the Company, then, as part
of any such reorganization, reclassification, consolidation, merger or sale, as
the case may be, lawful provision shall be made so that the Registered Holder
shall have the right thereafter to receive upon the exercise hereof the kind and
amount of shares of stock or other securities or property which such Registered
Holder would have been entitled to receive if, immediately prior to any such
reorganization, reclassification, consolidation, merger or sale, as the case may
be, such Registered Holder had held the number of shares of Common Stock which
were then purchasable upon the exercise of this Warrant. In any such case,
appropriate adjustment (as reasonably determined in good faith by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth herein with respect to the rights and interests thereafter of the
Registered Holder, such that the provisions set forth in this Section 2
(including provisions with respect to adjustment of the Purchase Price) shall
thereafter be applicable, as nearly as is reasonably practicable, in relation to
any shares of stock or other securities or property thereafter deliverable upon
the exercise of this Warrant.
(e) Adjustment in Number of Warrant Shares. When any adjustment is required
to be made in the Purchase Price pursuant to Section 2(c), the number of Warrant
Shares purchasable upon the exercise of this Warrant shall be changed to the
number determined by dividing (i) an amount equal to the number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment,
by (ii) the Purchase Price in effect immediately after such adjustment.
(f) Certificate of Adjustment. When any adjustment is required to be made
pursuant to this Section 2, the Company shall promptly mail to the Registered
Holder a certificate setting forth the Purchase Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.
3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
therefor in cash on the basis of the fair market value per share of Common
Stock, as determined in good faith by the Board of Directors of the Company.
4. Transfer or Exchange of Warrant. This Warrant may not be assigned or
transferred, in whole or in part, except: (a) to any direct or indirect
wholly-owned subsidiary of the Registered Holder or to any entity which merges
or consolidates with or acquires all or substantially all of the equity
securities or assets of the Registered Holder, or (b) as provided in this
Section 4 and in accordance with and subject to the provisions of the Securities
Act of 1933, as amended, and the Rules and Regulations promulgated thereunder
(collectively, the "Securities Act"). Any purported transfer or assignment made
other than in accordance with this Section 4 shall be null and void and of no
force or effect.
With respect to any transfer under Section 4(b):
(i) Prior to any transfer of this Warrant, other than in an offering
registered under the Securities Act, the Registered Holder shall notify the
Company of its intention to effect such transfer, indicating the circumstances
of the proposed transfer and, upon request, furnish the Company with an opinion
of its counsel, in form and substance satisfactory to counsel for the Company,
to the effect that the proposed transfer may be made without registration under
the Securities Act or qualification under any applicable state securities laws.
The Company will promptly notify the Registered Holder if the opinion of counsel
furnished to the Company is satisfactory to counsel for the Company. Unless the
Company notifies the Registered Holder within ten (10) days after its receipt of
such opinion that such opinion is not satisfactory to counsel for the Company,
the Registered Holder may proceed to effect the transfer.
(ii) Unless a registration statement under the Securities Act is effective
with respect to the Shares or any other security issued upon exercise of this
Warrant, the certificate representing such Shares or other securities shall bear
the following legend, in addition to any legend imposed by applicable state
securities laws:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NO SALE OR
DISPOSITION MAY BE EFFECTED EXCEPT IN CONJUNCTION WITH (I) AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO, (II) IN COMPLIANCE WITH THE LIMITATIONS
OF RULE 144 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT
REQUIRED.
5. No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate, including such action as may be necessary or
appropriate in order that the Company may validly and legally issue or sell
fully paid and non-assessable Warrant Shares, in order to protect the rights of
the holder of this Warrant against impairment.
6. Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or
other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend
or other distribution, or to receive any right to subscribe for or purchase any
shares of stock of any class or any other securities, or to receive any other
right; or
(b) of any capital reorganization of the Company, any reclassification of
the Common Stock of the Company, any consolidation or merger of the Company with
or into another corporation (other than a consolidation or merger in which the
Company is the surviving entity), or any transfer of all or substantially all of
the assets of the Company; or
(c) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company,
then, and in each such case, the Company will mail or cause to be mailed to
the Registered Holder a notice specifying, as the case may be, (i) the record
date for such dividend, distribution or right, and the amount and character of
such dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least ten (10) days
prior to the record date or effective date for the event specified in such
notice.
7. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. All Warrant
Shares shall be duly authorized and, when issued upon such exercise, shall be
validly issued, fully paid and non-assessable and free and clear of all
preemptive rights, and free from all taxes, liens and other charges with respect
to the issue thereof by the Company. The Company will take all actions as may be
necessary to assure that the Warrant Shares issued upon a valid exercise hereof
may be issued by the Company without violation of any law or regulation, or of
any requirement of any domestic securities exchange upon which any capital stock
of the Company may be listed.
8. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.
9. Mailing of Notices, etc. All notices and other communications from the
Company to the Registered Holder shall be mailed by first-class certified or
registered mail, postage prepaid, to the following address or to such other
address as the Registered Holder shall specify by notice in accordance with this
provision:
DVI Financial Services Inc.
0000 Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attn.: President
Fax: 000-000-0000
With a copy to:
DVI, Inc.
0000 Xxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attn.: Legal Department
Fax: 000-000-0000
All notices and other communications from the Registered Holder or in
connection herewith to the Company shall be mailed by first-class certified or
registered mail, postage prepaid, to the Company at 0000 Xxxxxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000, Attn: Chief Financial Officer. If the Company should
at any time change the location of its principal office to a place other than as
set forth above, it shall give prompt written notice to the Registered Holder
and thereafter all references in this Warrant to the location of its principal
office at the particular time shall be as so specified in such notice.
10. No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.
11. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.
12. Remedies. In case any one or more of the covenants and agreements
contained in this Warrant shall have been breached, the Registered Holder (in
the case of a breach by the Company), or the Company (in the case of a breach by
the Registered Holder), may proceed to protect and enforce its rights either by
suit in equity and/or by action at law, including, but not limited to, an action
for damages as a result of any such breach and/or an action for specific
performance of any such covenant or agreement contained in this Warrant.
13. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.
14. Governing Law. This Warrant will be governed by and construed in
accordance with the laws of the State of Delaware (without reference to the
conflicts of law provisions thereof).
15. Waiver of Jury Trial. THE COMPANY AND THE REGISTERED HOLDER WAIVE THE
RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON.
SURGICARE, INC.
By:________________________________
Name:___________________________
Title:____________________________
DVI FINANCIAL SERVICES INC.
By:________________________________
Name:___________________________
Title:____________________________
EXHIBIT I
PURCHASE FORM
To: SurgiCare, Inc. Dated:____________
[Address]
Attn: Chief Financial Officer
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ___), hereby irrevocably elects to purchase _____ shares of the
Common Stock covered by such Warrant. The undersigned herewith makes payment of
$____________, representing the full purchase price for such shares at the price
per share provided for in such Warrant. Such payment takes the form of $______
in lawful money of the United States.
Please issue a certificate or certificates representing the shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:
(Name)
The undersigned represents that the aforesaid shares of Common Stock are
being acquired for the account of the undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.
Signature: ________________________
Address: ________________________
________________________
SIGNATURES
In accordance with the requirements of the Exchange Act, this report has been
signed by the following persons on behalf of the Registrants and in the
capacities and on the date indicated.
Date: Xxxxx 00, 0000 XXXXXXXXXX:
SurgiCare, Inc
By: /s/ Xxxxx Xxxxxxxxx
Xx. Xxxxx Xxxxxxxxx
President, CEO and Director
Date: March 29, 2000
By: /s/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx
Chief Operating Officer
Date: March 29, 2000
By: /s/ XXXXXXX XXXXX
Xx. Xxxxxxx Xxxxx
Vice-President and Director
Date: March 29, 2000
By: /s/ XXXXXXX XXXXXX
Xx. Xxxxxxx Xxxxxx
Secretary and Director
Date: March 29, 2000
By: /s/ XXXXXXX XXXXX
Dr. Xxxxxxx Xxxxx
Treasure and Director
Date: March 29, 2000
By: /s/ XXXXXXX XXXXXX
Xx. Xxxxxxx Xxxxxx
Director
Date: March 29, 2000
By: /s/ XXX XXXXXX
Dr. Xxx Xxxxxx
Director
Date: March 29, 2000
