<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IMATEC LTD.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
452460 10 0
----------------------------------------------
(CUSIP Number)
Ronald Leo Bernbaum
c/o 4576 Young Street, Suite 600
Toronto, Ontario M2W 6N4
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 20, 2000
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11
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SCHEDULE 13D
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CUSIP No. 452460 10 0 Page 2 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald Leo Bernbaum
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) / /
(b) / /
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3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3)
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
8,200,000 shares of common stock, par value
$.0001 per shares, of the Issuer ("Common Stock")
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 2,512,500 shares of Common Stock
BENEFICIALLY --------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 8,200,000 shares of Common Stock
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,512,500 shares of Common Stock
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,712,500 shares of Common Stock
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.6%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
-------------------------------------------------------------------------------
* Calculated on the basis of 20,755,201 shares outstanding; 43.13% giving effect
to a 2:1 stock split that will be effective November 27, 2000.
Page 2 of 11
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SCHEDULE 13D
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CUSIP No. 452460 10 0 Page 3 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renee Bernbaum
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) / /
(b) / /
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3)
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
-0-
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 2,512,500 shares of Common Stock
BENEFICIALLY --------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,512,500 shares of Common Stock
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,512,500 shares of Common Stock
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
-------------------------------------------------------------------------------
* Calculated on the basis of 20,755,201 shares outstanding; 10.12% giving effect
to a 2:1 stock split that will be effective November 27, 2000.
Page 3 of 11
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SCHEDULE 13D
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CUSIP No. 452460 10 0 Page 4 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Medstar Southbeach Marina Partnership II
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) / /
(b) / /
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3)
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
6,400,000 shares of Common Stock
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY --------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 6,400,000 shares of Common Stock
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH - 0 -
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,000 shares of Common Stock
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.83%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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* Calculated on the basis of 20,755,201 shares outstanding; 25.77% giving effect
to a 2:1 stock split that will be effective November 27, 2000.
Page 4 of 11
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SCHEDULE 13D
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CUSIP No. 452460 10 0 Page 5 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Knightsbridge Financial Services, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) / /
(b) / /
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3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3)
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
- 0 -
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 2,400,000 shares of Common Stock
BENEFICIALLY --------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH - 2,400,000 shares of Common Stock
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 shares of Common Stock
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.56%*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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* Calculated on the basis of 20,755,201 shares outstanding; 9.66% giving effect
to a 2:1 stock split that will be effective November 27, 2000.
Page 5 of 11
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SCHEDULE 13D
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CUSIP No. 452460 10 0 Page 6 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Commendation Capital Group, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) / /
(b) / /
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (See Item 3)
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,800,000 shares of Common Stock
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY --------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,800,000 shares of Common Stock
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH - 0 -
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000 shares of Common Stock
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.67%*
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-------------------------------------------------------------------------------
* Calculated on the basis of 20,755,201 shares outstanding; 7.25% giving effect
to a 2:1 stock split that will be effective November 27, 2000.
Page 6 of 11
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Item 1. Security and Issuer.
This Statement on Schedule 13-D (the "Statement") relates to the
beneficial ownership of shares of common stock, par value $.0001 per share
("Common Stock") of Imatec Ltd., a Delaware corporation (the "Issuer"), whose
principal executive offices are located at 150 East 58th Street, New York, New
York 10155.
Item 2. Identity and Background.
This Schedule 13-D is filed jointly by Ronald Leo Bernbaum, a
self-employed individual investor and Canadian citizen who resides at 29
Chieftain Crescent, Toronto, Ontario M2L 2H3 ("Mr. Bernbaum"); Renee Bernbaum, a
self-employed individual investor and Canadian citizen who resides at 29
Chieftain Crescent, Toronto, Ontario M2L 2H3 and who is the wife of Mr. Bernbaum
("Mrs. Bernbaum"); Medstar Southbeach Marina Partnership II, an Ontario, Canada,
limited partnership, whose mailing address is c/o 4576 Young Street, Suite 600,
Toronto, Ontario M2W 6N4 ("MSMPII"); Knightsbridge Financial Services Ltd., an
Ontario, Canada corporation whose mailing address is c/o 4576 Young Street,
Suite 600, Toronto, Ontario M2W 6N4 ("Knightsbridge"); and Commendation Capital
Group, Inc., an Ontario, Canada corporation whose mailing address is c/o 4576
Young Street, Suite 600, Toronto, Ontario M2W 6N4 ("Commendation", and together
with Mr. Bernbaum, Mrs. Bernbaum, MSMPII and Knightsbridge, the "Reporting
Persons"). A copy of the Joint Filing Agreement is attached hereto as Exhibit
99.1.
Each Reporting Person acknowledges responsibility with respect to the
information provided as to such signatory, but assumes no responsibility with
respect to the information provided as to any other signatory.
The general partner of MSMPII is Medstar Southbeach GP, Inc., an
Ontario, Canada corporation ("MSGP"), whose mailing address is c/o 4576 Young
Street, Suite 600, Toronto, Ontario M2W 6N4. Mr. Bernbaum is the sole director,
President, Secretary and the indirect beneficial owner of 33 1/3% of MSGP. Mr.
Bernbaum is the sole director, President and Secretary of Commendation. He is
also the sole trustee of a trust that beneficially owns 53% of the voting
securities of Commendation.
Mr. Bernbaum and Mr. Florence are the sole directors and executive
officers of Knightsbridge. Mrs. Bernbaum is the sole trustee of a trust that
beneficially owns 50% of the voting securities Knightsbridge. The other 50% of
the voting securities of Knightsbridge is beneficially owned by Michael
Florence, an individual investor and Canadian citizen who resides in Toronto,
Ontario ("Mr. Florence").
During the last five years, none of the Reporting Persons or other
persons named or referred to above in this Item 2: (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which proceeding such person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or state
securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock of the Issuer beneficially owned by Mr.
Bernbaum include (i) 6,400,000 shares of Common Stock held by MSMPII (the
"MSMPII Shares"), (ii) 2,400,000 shares of Common Stock held by Knightsbridge
(the "Knightsbridge Shares"), (iii) 1,800,000 shares of Common Stock held by
Commendation (the "Commendation Shares") and (iv) 112,500 shares of Common Stock
held directly by Mrs. Bernbaum (the "Bernbaum Shares").
Each of Mr. Bernbaum, MSMPII and Knightsbridge Financial Services Ltd.
were creditors of Sequel Technology Corporation, a Washington corporation
("Sequel") in an aggregate amount of approximately $17,500,000 as of May 26,
2000. On May 26, 2000, the Issuer entered into an Asset Purchase Agreement (a
copy of which is incorporated by reference herein as Exhibit 99.2 hereto), which
was amended as of July 19, 2000 (a copy of which amendment is incorporated by
reference herein as Exhibit 99.3), among the Issuer, Sequel Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of the Issuer
and Sequel (collectively, the "Asset Purchase Agreement"), pursuant to which the
Issuer acquired substantially all of the assets and certain liabilities of
Page 7 of 11
<PAGE>
Sequel, in exchange for 15,000,000 shares of Common Stock, of which the MSMPII
Shares and the Knightsbridge Shares were issued directly to MSMPII and
Knightsbridge, respectively, in satisfaction of approximately $9,500,000 of
outstanding indebtedness (the "Satisfied Debt"). The Satisfied Debt was
originally loaned to Sequel by MSMPII and Knightsbridge out of their own
capital.
The Commendation Shares were issued to Commendation to support the
contemplated issuance by Commendation of options to purchase Common Stock to
employees and former employees of Sequel as compensation for past services. As
of the date hereof, no options to purchase shares of Common Stock have been
issued by Commendation.
On October 20, 2000, Mrs. Bernbaum acquired two and one quarter units
(the "Units") from the Issuer, each Unit consisting of a Series A Senior Note in
the principal amount of $50,000, due January 1, 2002 and 50,000 shares of Issuer
Common Stock, for a purchase price of $112,500 paid out of the personal funds of
Mrs. Bernbaum. The purchase of the Units (including the Bernbaum Shares) was
made pursuant to that certain Irrevocable Unit Subscription Agreement dated as
of October 20, 2000 by and between Mrs. Bernbaum and the Issuer, a copy of which
is attached hereto as Exhibit 99.4.
Item 4. Purpose of Transaction.
MSMPII acquired the MSMPII Shares for investment purposes.
Knightsbridge acquired the Knightsbridge Shares for investment purposes.
Commendation acquired the Commendation Shares for the purpose of issuing options
to employees and former employees as compensation for past services. See Item 3
above. Mrs. Bernbaum acquired the Bernbaum Shares for investment purposes.
As of the date of this Statement, the Issuer and Commendation are in
arms-length negotiations for the possible provision by Commendation of
consulting and advisory services to the Issuer that may be payable either in
cash or in securities of the Issuer.
Except as set forth above, none of the Reporting Persons has a plan or
proposal which relates to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number of or term
of Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or other action which may impede the acquisition of
control of the Issuer by any person;
(h) Causing the Common Stock to cease to be authorized to be
quoted in an inter-dealer quotation system of registered national securities
association;
(i) To have the Common Stock terminated from registration
under the Securities Act of 1933; or
(j) Any action similar to any of those enumerated above.
Page 8 of 11
<PAGE>
Item 5. Interest in the Securities of the Issuer.
(a) Set forth below is a statement of the aggregate number
and percentage of Common Stock beneficially owned by each
of the persons named in Item 2 and is based upon
information provided by the Issuer. The percentage
ownership is, in each case, based upon 20,755,201 shares
of the Issuer outstanding as of October 31, 2000, and
includes 1,500,000 shares of Common Stock issuable upon
the conversion of 150,000 shares of Series A Convertible
Preferred Stock, par value $.0001, of the Issuer; which
shares shall automatically convert upon the filing of an
amendment to the Issuer's Certificate of Incorporation
increasing the authorized Common Stock of the Issuer to
accommodate such conversion; and does not include a 2 for
1 split of Common Stock (the "2 for 1 Split") for the
benefit of stockholders holding, in an aggregate amount,
4,080,201 shares of Common Stock prior to close of the
transactions contemplated by the Asset Purchase
Agreement; and, in each case after giving effect to the
issuance of the shares that are the subject of this
Schedule 13-D.
Mr. Bernbaum is the beneficial owner of 10,712,500 shares
of Common Stock representing 51.6% of the Issuer's Common
Stock, or giving effect to the 2 for 1 Split, 43.13%;
(ii) Mrs. Bernbaum is the beneficial owner of 2,512,500
shares of Common Stock representing 12.1% of the Issuer's
Common Stock, or giving effect to the 2 for 1 Split,
10.12%; (iii) MSMPII is the beneficial owner of 6,400,000
shares of Common Stock representing 30.83% of the
Issuer's Common Stock, or giving effect to the 2 for 1
Split, 25.77%; (iv) Knightsbridge is the beneficial owner
of 2,4000,000 shares of Common Stock representing 11.56%
of the Issuer's Common Stock, or giving effect to the 2
for 1 Split, 9.66%; and (v) Commendation is the
beneficial owner of 1,800,000 shares of Common Stock
representing 8.67% of the Issuer's Common Stock, or
giving effect to the 2 for 1 Split, 7.25%. Reporting
persons' share ownership will not be affected by the 2
for 1 Split, in so far as their shares were issued after
the relevant record date.
(b) Mr. Bernbaum may be deemed to have sole power to direct
the vote and to direct the disposition of the MSMPII
Shares, and the Commendation Shares, and may be deemed to
hold shared power to direct the vote and disposition of
the Knightsbridge Shares with Mr. Florence and Mrs.
Bernbaum and shared power to direct the vote and to
direct the disposition of the Bernbaum shares with Mrs.
Bernbaum by virtue of being Mrs. Bernbaum's husband.
Mrs. Bernbaum may be deemed to have sole power to direct
and vote and direct the disposition of the Bernbaum
Shares and may be deemed to hold shared power to direct
the vote and direct the disposition of the Knightsbridge
Shares with Mr. Florence.
(c) On October 20, 2000, Mrs. Bernbaum acquired 112,500
shares of Common Stock directly from the Issuer for a
purchase price of $112,500 (See Item 3).
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be filed as Exhibits.
99.1 Joint Filing Agreement dated November 2, 2000, among
Mr. Bernbaum, Mrs. Bernbaum, Medstar Southbeach
Marina Partnership II and Knightsbridge Financial
Services Ltd.
99.2 Asset Purchase Agreement dated as of May 26, 2000,
among the Issuer, Sequel Acquisition Corporation and
Sequel Technology Corporation (incorporated by
reference from the Issuer's Form 8-K filed with the
SEC on October 26, 2000 - Exhibit 10.1 thereof).
99.3 Amendment No. 1 to Asset Purchase Agreement dated as
of July 19, 2000, among the Issuer, Sequel
Acquisition Corporation and Sequel Technology
Corporation (incorporated by reference from the
Issuer's Form 8-K filed with the SEC on October 26,
2000 - Exhibit 10.2 thereof).
Page 9 of 11
<PAGE>
99.4 Irrevocable Unit Subscription Agreement dated as of
October 20, 2000 by and between the Issuer and Mrs.
Bernbaum.
Page 10 of 11
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 2, 2000
By: /s/ Ronald Leo Bernbaum
------------------------
RONALD LEO BERNBAUM
By: /s/ Renee Bernbaum
------------------------
RENEE BERNBAUM
MEDSTAR SOUTHBEACH MARINA PARTNERSHIP II
By: /s/ Ronald Leo Bernbaum
-------------------------------
Name: RONALD LEO BERNBAUM
Title:
KNIGHTSBRIDGE FINANCIAL SERVICES LTD.
By: /s/ Ronald Leo Bernbaum
------------------------
Name: RONALD LEO BERNBAUM
Title:
COMMENDATION CAPITAL GROUP, INC.
By: /s/ Ronald Leo Bernbaum
------------------------
Name: RONALD LEO BERNBAUM
Title:
Page 11 of 11
