SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 24, 1999
TALK VISUAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
LEGACY SOFTWARE, INC.
(Former Exact Name of Registrant as Specified in Charter)
Delaware 0-28330 95-4561156
(State or Other Jurisdiction of (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Canal Park - 3rd Floor
Cambridge, Massachusetts 02142
(Address of Principal Executive Offices)
5757 W. Century Boulevard, Suite 700
Los Angeles, California 90045
(Former Address of Principal Executive Offices)
(617) 679-0300
(Registrant's Telephone Number)
(310) 348-7266
(Registrant's Former Telephone Number)
<PAGE>
On March 11, 1999, the company filed a Form 8-K which contained the text of
previously filed Form 8-K in place of the text which the company intended to
file. The text which the company intended to file in its March 11, 1999 Form 8-K
follows.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
---------------------------------------
On February 24, 1999 Talk Visual Corporation ("TVC"), formerly Legacy
Software, Inc., purchased a 22,622 square foot piece of commercial property
located at 1261 Kennedy Road, Toronto (Scarborough), Ontario, Canada (the
"Property") through its wholly owned Canadian subsidiary, The Ontario
International Property Corporation ("TOIPC") from Helmsbridge Holdings Limited,
the beneficial owner thereof - the registered owner being Kennedy Commercial
Corp., both Canadian corporations (the "Seller(s)") for the purchase price of
$1,935,696 USD ($2,950,000 CDN) at an agreed upon exchange rate of $1.524 CDN to
$1.00 USD. Mr. Anthony Heller, President , Treasurer, a Director and sole
stockholder of Kennedy Commercial Corp. owns 60,000 shares (1.7%) of the
outstanding Common Stock of TVC. The transaction is more fully described in
Exhibit A of this Form 8-K.
The purchase was paid by the issuance of 975,000 shares (the
"Preference Shares") of Preferred Stock, $.001 USD par value of TVC valued at
$975,000 USD and the assumption of a first mortgage on the Property in the
amount of $935,450 USD ($1,422,298 CDN). The Property has been appraised at
$1,854,000 USD ($2,825,000 CDN).
The Preference Shares, as more fully described in Exhibit B of this
Form 8-K, are designated as Class A Preferred Stock, Series 1999-A, having a
stated value of $975,000 USD ($1.00 USD per share), are non voting, and pay a
cumulative dividend of $0.095 USD per share, payable in arrears monthly in
Canadian Dollars at a fixed exchange rate of $1.524 CDN to $1.00 USD. The stock
may be redeemed by TVC at any time at $1.15 USD and may be converted by stock
holders into Common Stock of TVC at the conversion rate of the lesser of $3.25
USD per share or the average of the lowest three day closing prices for the TVC
Common Stock during the 25 trading days prior to the conversion date. The
conversion privilege expires on February 19, 2002. In the event that TVC does
not register the underlying common stock within eight months of the closing
date, or the common stock of TVC is not listed or quoted on the NASDAQ/Small Cap
Market or other national securities exchange at that time, then TVC is required
to pay to the Seller the sum of $100,000 USD.
The first mortgage on the Property is payable to The Manufacturers Life
Insurance Company and bears interest at 7.06%, under a sixty month term with a
240 month amortization. The mortgage has a maturity date of February 1, 2002.
The monthly payment is $7,600 USD ($11,583 CDN).
The Property consists of four general retail locations ranging from
4,744 square feet to 6,202 square feet operating under leases that expire on
various dates ranging from June 30, 1999 to February 28, 2001. The current gross
annual rent is $187,415 USD ($285,621 CDN). The Seller has granted a minimum net
annual rent guarantee for the year following the closing of $ 92,927 USD
($141,620 CDN). The net guarantee is defined as gross rents, less common area
maintenance, insurance, property taxes, management fees and the interest portion
of debt service. It is the intent of TOIPC to continue to operate the property
as a general retail location. TOIPC and Kennedy Commercial Corp. have entered
into a Property Management Agreement, as more fully described in Exhibit C to
this Form 8-K, under which Kennedy Commercial Corp. will provide management
services for the Property for an annual fee of $5,000 USD.
The Pro Forma schedule reflecting the acquisition of the Property by
TVC and a Pro Forma schedule of operating income and expenses for the Property
are contained in Schedule A of this Form 8-K.
<PAGE>
ITEM 5. OTHER EVENTS
------------
The Board of Directors of Legacy Software, Inc. (LGCYC) NASDAQ/Small
Cap Market unanimously agreed to change the name of the corporation to Talk
Visual Corporation (TVCPC) NASDAQ/Small Cap Market, effective March 1, 1999. The
new CUSIP number is 874266 10 9. Legacy Software, Inc. has entered into a
written merger agreement with Videocall International Corporation with
stockholder approval of the transaction expected before the end of April 1999.
While the prior business of Legacy has been computer software, following the
merger Legacy will continue the business of Videocall International Corporation
in international video-telecommunications. The new corporate name therefore more
accurately reflects the continuing business developments of the company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
March 10, 1999 TALK VISUAL CORPORATION
By: __________________________
C. Harold Snyder
Chief Financial Officer
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
----------------------------------
SCHEDULE A. TALK VISUAL CORPORATION - Pro Forma
Schedule reflecting the acquisition of the Property
TALK VISUAL CORPORATION
BALANCE SHEET
PRELIMINARY 1999 UNAUDITED
ASSETS
January
1999
----
(Unaudited)
Current assets
Cash and cash equivalents $1,780,429
Accounts receivable, net of allowances
for doubtful accounts of $12,500 26,147
Inventory 8,029
Other receivables 270,399
----------
Total current assets 2,085,004
Product development costs, net 300,000
Land, building, property and equipment, net 1,945,196
Other assets 90,610
Investment in production joint venture 22,564
----------
Total assets $4,443,374
==========
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 102,794
Accrued expenses 6,972
Current portion payable to former
co-development partner 100,000
Notes payable and current portion of
long term debt 147,066
------------
Total current liabilities 356,832
------------
Long-term debt, net of current portion 1,003,724
Commitments
Stockholders' equity
Preferred Stock, par value $.001 per
share, 5,000,000 shares authorized;
975,000 issued and outstanding 975
Common Stock, par value $.001 per
share, 10,000,000 shares authorized;
3,734,435 shares issued and outstanding 3,734
Additional paid in capital 11,002,785
Accumulated deficit (7,924,676)
------------
Total stockholders' equity 3,082,818
------------
Total liabilities and stockholders' equity $ 4,443,374
============
<PAGE>
THE ONTARIO INTERNATIONAL PROPERTY CORPORATION
A WHOLLY OWNED SUBSIDIARY OF TALK VISUAL CORPORATION
SCHEDULE OF INCOME AND EXPENSES
1261 KENNEDY ROAD, TORONTO, ONTARIO, CANADA
<TABLE>
<CAPTION>
Pro Forma
1998 1999
CDN USD CDN USD
--------------------- ----------------------
<S> <C> <C> <C> <C>
Income
Toronto Beds and Bedrooms, Inc. $ 85,830 $ 56,467 $ 85,830 $ 56,467
Telecity Electronics 59,469 39,124 71,478 47,025
Curtainview Distributors and
Manufacturers, Inc. 77,927 51,268 77,927 51,268
Unigraph, Inc. -0- -0- 35,580 23,408
Utility Room 4,812 3,166
--------- --------- --------- ---------
228,038 150,025 270,815 178,168
Expenses
Common area maintenance 117,336 77,195 123,203 81,055
Maintenance billed to tenants (117,336) (77,195) (130,803) (86,055)
Interest 102,895 67,694 98,234 64,628
Property management fee 7,600 5,000
--------- --------- --------- ---------
102,895 67,694 98,234 64,628
Net income 125,143 82,331 172,581 113,540
Principal payment on debt 38,036 25,024 40,762 26,817
--------- --------- --------- ---------
Cash flow $ 87,107 $ 57,307 $ 131,819 $ 86,723
</TABLE>
<PAGE>
EXHIBIT A. PURCHASE AGREEMENT
LEGACY SOFTWARE, INC.
Cambridge Office
January 27, 1999
Kennedy Commercial Corp.
202 - 3845 Bathurst Street
Toronto, Ontario
M3H 3N2
- - and -
Helmsbridge Holdings Limited
3845 Bathurst Street
202 - 3845 Bathurst Street
Toronto, Ontario
M3H 3N2
Attention: Mr. Anthony Heller
Dear Sirs:
Re: The purchase of the real property known municipally as
1261 Kennedy Road, Toronto, Ontario ( the "Property")
Subject to the preparation and execution of mutually agreed legal documentation
(the "Agreements"), and subject to the terms and conditions set out herein,
Legacy Software, Inc. ("Legacy"), through its wholly owned Canadian subsidiary,
The Ontario International Property Corporation ("TOIPC") hereby agrees to
purchase the Property from Helmsbridge Holdings Limited (the "Vendor") who is
the beneficial owner thereof - the registered owner being Kennedy Commercial
Corp. ("Kennedy"), a bare trustee for the Vendor.
I. Purchase Price
The Purchase Price shall be Two Million Nine Hundred and Fifty Thousand Canadian
Dollars ($2,950,000.00 CDN) payable as follows:
a. Upon execution of this agreement, Legacy shall pay a deposit
of Ten Canadian Dollars ($10.00 CDN.) to the Vendor;
b. Subject to the usual adjustments to the Purchase Price, Legacy
shall pay a further sum of $25,000.00 USD (being $38,100.00
CD. based on an agreed conversion rate of $1.524 USD to $1.00
CD.) to the Vendor at Closing;
c. TOIPC will assume an existing first mortgage on the Property
in favour of The Manufacturers Life Insurance Company, having
an approximate principal balance of $1,425,626.00 CD.;
<PAGE>
d. Subject to usual adjustments to the Purchase Price, the
balance of the Purchase Price will be paid by the transfer by
TOIPC to the Vendor of 975,000 Preference Shares of Legacy
(the "Preference Shares") having the following attributes:
i. The stated capital of the Preference Shares shall in
the aggregate be $975,000.00 USD (based on an agreed
conversion rate of $1.524 CD. to $1.00 U.S.).
ii. In the event of the dissolution, liquidation or
winding-up of Legacy, or in the event of any other
distribution of assets of Legacy among its
shareholders for the purpose of winding up its
affairs, the Vendor shall be entitled to receive from
the assets and property of Legacy, for each
Preference Share held by the Vendor, a sum equivalent
to the result obtained when the amount in the stated
capital account for the Preference Shares is divided
by the number of issued and outstanding Preference
Shares together with all declared and unpaid
preferential cumulative cash dividends thereon,
before any amount shall be paid or any property or
assets of the Corporation distributed to the holders
of any other class of Legacy stock.
iii. The Preference Shares shall entitle the Vendor to
receive, in priority to the holders of any other
class of Legacy stock, and Legacy shall pay thereon,
an annual cumulative preferential dividend on each
Preference Share equal to 9.5% of the stated capital
of such share; which dividend shall be paid by Legacy
in twelve equal monthly installments, on the first
day of each and every month in Canadian dollars (at
an agreed upon exchange rate of $1.524 CD. to $1.00
U.S.).
iv. The Preference Shares shall have conversion rights
and further rights of redemption as hereinafter set
forth.
There shall be no other adjustments to the Purchase Price, other than usual
adjustments respecting property taxes, mortgage interest, prepaid rents, hydro,
and similar operating expenses for the Property.
II. Representations and Warranties of the Vendor and Kennedy
The Agreements shall contain such representations and warranties as to the
corporate status of the Vendor and Kennedy, the environmental and financial
status of the Property, the encumbrances on the Property, litigation and other
matters which the solicitor for Legacy and TOIPC shall reasonably request.
III. Representations and Warranties of TOIPC and Legacy
The Agreements shall contain such representations and warranties as to the
corporate and regulatory status of TOIPC and Legacy and other matters which the
solicitor for the Vendor and Kennedy shall reasonably request.
IV. Negative Covenants of TOIPC
So long as the Vendor holds any of the Preference Shares, TOIPC shall not do any
of the following, without the express written approval of the Vendor:
a. further encumber the Property;
b. engage in any other business or purchase any other property;
<PAGE>
c. provide financial assistance, whether by loan, guarantee or
otherwise, to any person or corporation;
d. issue any shares in the capital of TOIPC or any securities,
rights, warrants or options convertible into or exchangeable
for or carrying the right to subscribe for shares in the
capital of TOIPC;
e. merge with, acquire or amalgamate with any other corporation;
or
f. sell or otherwise dispose of the Property.
V. Negative Covenants of Legacy
So long as the Vendor holds any of the Preference Shares, Legacy shall not sell
or otherwise dispose of any of its shares of TOIPC without the express written
approval of the Vendor.
VI. Closing Date
The Closing Date shall be February 19, 1999, or such other date as the parties
agree to, time being of the essence.
VII. Preference Share Conversion Rights
Subject only to the rights of conversion as hereinafter set forth, the transfer
of the Preference Shares shall be restricted in that no such shares shall be
transferable without the prior consent in writing of the Legacy board of
directors.
For a period of three years from the Closing Date hereunder the Vendor shall
have the right to convert all or any part of the Preference Shares into shares
of Legacy common stock at a conversion price equal to the lesser of $3.25 per
share or the lowest non-consecutive three day average closing bid price of
Legacy common stock listed and traded on the NASDAQ/Small Cap Market, or such
other national securities exchange on which the Legacy stock is listed, for the
25 day period prior to the conversion date.
VIII. Registration of the Legacy Common Stock
As soon as practicable after the completion of the transaction hereunder, Legacy
shall file a registration statement with the United States Securities and
Exchange Commission in which the shares of Legacy common stock to be issued to
the Vendor upon exercise of its conversion rights as set out herein (the
"Conversion Stock"), shall be registered for resale.
In the event that:
a. the Conversion Stock has not been registered for resale by the
registration of an effective registration statement on or
before the date which is eight (8) months from the Closing
Date, or
b. on the date which is eight (8) months from the date of Closing
Date, the common stock of Legacy is not listed and traded on
the NASDAQ / Small Cap Market or such other national
securities exchange of equal or greater stature,
then Legacy shall pay to the Vendor, as liquidated damages for breach of
covenant by Legacy and not as a penalty, the sum of $100,000.00 USD.
<PAGE>
IX. Redemption Rights
Legacy shall have the right to redeem, at any time or from time to time, upon
twenty (20) business days notice, any outstanding Preference Shares at a
redemption price per Preference Share equal to the stated capital of each such
share, plus any outstanding dividends thereon, plus a redemption premium equal
to 15% of the stated capital of each such share; provided however, that if the
Vendor converts any Preference Shares within fifteen (15) business days of the
date of the notice of redemption, the notice of redemption shall be void in
respect of the shares so converted.
X. Other Conditions on Legacy Shares
The Vendor acknowledges that the stock of Legacy will be subject to the rules
and regulations of the United States Securities and Exchange Commission, and of
the NASDAQ/Small Cap Market and the Vendor agrees to be bound by these rules.
For a period of two years after the Closing Date, the Vendor shall vote any
shares of Legacy issued to the Vendor upon conversion of the Preference Shares
which remain registered in the name of the Vendor, in accordance with the
direction received from the management of Legacy.
XI. Property Management
The parties agree to enter into a management agreement, on or before the Closing
Date, pursuant to which TOIPC shall engage the services of the Vendor as a
property manager for the Property, at a remuneration equal to $7,600.00 CD. per
annum, payable monthly, on the first day of each and every month during the term
thereof. The management agreement will be in form satisfactory to TOIPC, the
Vendor and their counsel (acting reasonably), and shall not expire before the
earlier of (a) three years from Closing Date, or (b) the date on which the
Vendor no longer holds any Preference Shares.
XII. Closing Deliveries by the Vendor and Kennedy
The Vendor and Kennedy covenant and agree that at Closing, they will deliver the
following to TOIPC, in form satisfactory to TOIPC and its counsel (acting
reasonably):
a. a Deed/Transfer of Land in registrable form;
b. a statutory declaration of the Vendor respecting Section 116
of the Income Tax Act (Canada);
c. all keys relevant to the operation of the Property;
d. a statement of adjustments;
e. an undertaking from Anthony Heller to provide a discharge of
the $900,000.00 collateral second mortgage on the Property in
favour of Royal Bank of Canada;
f. the Vendor's undertaking to re-adjust any item on or omitted
from the statement of adjustments;
g. a certificate of the Vendor in which the Vendor and Kennedy
make those representations and provide those warranties
referred to in Article II above;
<PAGE>
h. certificates from each of the tenants of the Property
confirming the details of their tenancies;
i. a certificate of the Vendor certifying as to the extent and
length of the Vendor's possession of the Property and as to
such other matters relating to the Vendor's possession of the
Property; and
j. such further documentation relating to the completion of the
transaction contemplated hereunder as shall be (i) otherwise
referred to herein; (ii) requested by the TOIPC or TOIPC's
solicitor, acting reasonably; (iii) required by law and/or any
government authority; or (iv) the usual practice of a
purchaser's solicitor in the Province of Ontario to request in
completing purchase transactions involving Ontario commercial
properties.
XIII. The Preference Shares
At Closing TOIPC shall transfer the Preference Shares to the Vendor, together
with a certificate of designation and an opinion of U.S. counsel in form which
is acceptable to the Vendor and its counsel (acting reasonably). At Closing
TOIPC and Legacy shall also deliver to the Vendor such further documentation
relating to the completion of the transaction contemplated hereunder as shall be
(i) otherwise referred to herein; (ii) requested by the Vendor or the Vendor's
solicitor, acting reasonably; (iii) required by law and/or any government
authority; or (iv) the usual practice in respect of the private placement of
securities.
<PAGE>
XIV. At Risk
The Property shall be and remain until Closing at the risk of the Vendor.
XV. Title to Property
TOIPC shall have until the Closing Date to examine title to the Property at its
own expense. TOIPC agrees to accept the Property subject to any encumbrance
permitted hereunder. If prior to closing TOIPC shall furnish the Vendor in
writing with any valid objection to title, which the Vendor shall be unable or
unwilling to remove and which TOIPC will not waive, this Agreement shall,
notwithstanding any intermediate acts or negotiations in respect of such
objection, be null and void and all purchase monies paid shall be returned by
the Vendor to TOIPC, and the Vendor shall not be liable for any costs, damages
or expenses.
XVI. Goods and Services Tax
The parties agree to execute the appropriate forms under the Excise Tax Act
(Canada) to permit the parties to self assess without the necessity of remitting
GST otherwise payable hereunder. Each of the Vendor and TOIPC represents and
warrants that at Closing it will be a registrant under the Excise Tax Act.
XVII. Release of Guarantees
Legacy and TOIPC covenant and agree not to renew the existing first mortgage on
the Property without obtaining the release of (a) the personal guarantee thereof
provided by Anthony Heller, and (b) all corporate guarantees provided by the
Vendor and/or any of its affiliates.
XVIII. Applicable Laws
The laws of Ontario shall apply to those matters affecting the Property, the
Vendor, Kennedy and/or TOIPC. All other matters shall be governed by the
Delaware Corporate Statutes and the Laws of the United States of America.
<PAGE>
XIX. Further Assurances
Except as otherwise expressed herein to the contrary, each party shall, without
receiving additional consideration therefor, co-operate with and take such
additional action as may be requested by the other party, acting reasonably, in
order to carry out the purpose and intent of this Agreement.
LEGACY SOFTWARE, INC.
Per:________________________________
Name: Eugene A. Rosov
Title: President and CEO
I have authority to bind the Corporation
The undersigned hereby agree to the foregoing this 29th day of January, 1999.
HELMSBRIDGE HOLDINGS LIMITED
Per:________________________________
Name: Anthony Heller
Title: President
I have authority to bind the Corporation
KENNEDY COMMERCIAL CORP.
Per:________________________________
Name: Anthony Heller
Title: President
I have authority to bind the Corporation
The undersigned agrees to be bound by the foregoing this 29th day of January,
1999.
THE ONTARIO INTERNATIONAL
PROPERTY CORPORATION
Per:_______________________________
Name: Bernard Gropper
Title: Director
I have authority to bind the Corporation
<PAGE>
EXHIBIT B. CERTIFICATE OF DESIGNATIONS OF PREFERRED STOCK
----------------------------------------------
CERTIFICATE OF DESIGNATIONS OF
PREFERRED STOCK
OF
TALK VISUAL CORPORATION
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
------------------------------------------------
The undersigned, Eugene A. Rosov, Chief Executive Officer of
Talk Visual Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), on behalf of the
Corporation and in accordance with the provisions of Section 103 thereof, DOES
HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of
Directors of the Corporation by Section (B) of Article IV of the Certificate of
Incorporation of the Corporation, and in accordance with the provisions of
Section 151(g) of the General Corporation Law of the State of Delaware, on
February 20, 1999, the Board of Directors of the Corporation authorized and
designated 975,000 of the authorized shares of the Preferred Stock, $.001 U.S.
par value, of the Corporation as Class A Preferred Stock, Series 1999-A and
adopted the following resolution in connection therewith:
RESOLVED, that the Board of Directors of the Corporation, in
accordance with Section 151(g) of the General Corporation Law of the State of
Delaware and Section (B) of Article IV of the Corporation's Certificate of
Incorporation, hereby authorizes and designates 975,000 shares of Preferred
Stock, par value $.001 U.S. per share, as Class A Preferred Stock, Series 1999-A
(the "Series 1999-A Preferred Stock"), which Series 1999-A Preferred Stock shall
be described and limited as follows:
(a) Dividend Rights. From and after the issuance of the Series
1999-A Preferred Stock, the holders of outstanding Series 1999-A Preferred Stock
shall be entitled to receive, and shall be paid, when and as declared by the
Board of Directors, out of funds legally available therefor, cumulative cash
dividends at an annual rate of $0.095 U.S. per share (as such amount shall be
appropriately adjusted for stock splits, stock dividends, subdivisions,
combinations, or other similar events involving the Corporation and the Series
1999-A Preferred Stock), payable in arrears monthly, on the first day of each
month, to stockholders of record on a date not more than 20 days prior to the
date on which such cash dividends are payable, said dividends to commence
accrual on the date of issuance of the applicable shares and to be paid in
Canadian Dollars at a fixed exchange rate of $1.524 Cdn to $1.00 U.S. Such
dividends shall be prior and in preference to any declaration of payment of any
dividend on any class or series of capital stock of the Corporation, including
without limitation, the Common Stock, $.001 U.S. par value (the "Common Stock"),
of the Corporation. Such dividends in respect of the Series 1999-A Preferred
Stock shall be cumulative and shall accrue whether or not declared by the Board
of Directors. No cash dividends shall be paid with respect to any class or
series of capital stock of the Corporation, including without limitation, the
Common Stock, until all dividends accrued on any outstanding shares of the
Series 1999-A Preferred Stock, whether or not declared, have been set apart and
fully paid. No accumulation of dividends on the Series 1999-A Preferred Stock
shall bear interest.
<PAGE>
(b) Optional Redemption. (i) The Series 1999-A Preferred Stock
shall be redeemable, at any time and from time to time, in whole or in part, on
a pro rata basis at the option of the Corporation (upon the notice and otherwise
in the manner set forth in subsection (ii) of this Section (b)) at the price of
$1.15 U.S. per share (as such amount shall be appropriately adjusted for stock
splits, stock dividends, subdivisions, combinations or other similar events
involving the Corporation and the Series 1999-A Preferred Stock), plus any and
all accrued and unpaid cumulative dividends thereon (whether or not declared) to
the date of redemption (such amount to be paid in Canadian Dollars at a fixed
exchange rate of $1.524 Cdn to $1.00 U.S.).
(ii) Notice of any proposed redemption (a
"Redemption Notice") of shares of Series 1999-A Preferred Stock pursuant to
subparagraph (i) above shall be given by the Corporation by mailing a copy of
such notice not less than 20 and not more than 60 days prior to the date fixed
for such redemption to the holders of record of the shares of Series 1999-A
Preferred Stock to be redeemed at their respective addresses appearing on the
books of the Corporation. Said notice shall state the number of the shares that
are being called for redemption and shall specify the redemption price and place
at which and the date on which (the "Redemption Date") the shares of Series
1999-A Preferred Stock will be redeemed. From and after the date fixed in any
such notice as the date of redemption of shares of Series 1999-A Preferred
Stock, unless default shall be made by the Corporation in providing monies at
the time and place specified for the payment of the redemption price pursuant to
such notice, any and all dividends payable in accordance with Section (a) hereof
on the Series 1999-A Preferred Stock thereby called for redemption shall cease
to accrue and, except as provided in subsection (iii) of this Section (b), all
rights of the holders thereof as shareholders of the Corporation, except the
right to receive the redemption price, shall cease and terminate. All shares of
Series 1999-A Preferred Stock which shall have been redeemed, purchased or
otherwise acquired by the Corporation, shall be cancelled and shall not be
reissued as shares of Series 1999-A Preferred Stock.
(iii) Notwithstanding the giving of any Redemption
Notice by the Corporation in accordance with subsections (i) and (ii) of this
Section (b), the holders of the shares of Series 1999-A Preferred Stock shall
have the right to convert all or any part of the shares of Series 1999-A
Preferred Stock subject to such Redemption Notice in accordance with Section (d)
hereof and any shares of Series 1999-A Preferred Stock so converted shall cease
to be subject to such Redemption Notice; provided, however, that any conversion
of shares pursuant to this subsection (iii) shall occur on or before the fifth
day prior to the Redemption Date specified in such Redemption Notice or else
such shares shall remain subject to such Redemption Notice and shall be redeemed
in accordance with subsections (i) and (ii) of this Section (b).
(c) Liquidation Rights. In the event of liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of the Series 1999-A Preferred Stock, by reason of their ownership
thereof, shall be entitled to receive in exchange for and in redemption of each
share of Series 1999-A Preferred Stock held, prior and in preference to any
distribution of any of the assets or surplus funds of the Corporation to the
holders of any class or series of capital stock of the Corporation, including
without limitation, the Common Stock, an amount equal to the sum of (x) $1.00
U.S. per share (as such amount shall be appropriately adjusted for stock splits,
stock dividends or other similar events involving the Corporation and the Series
1999-A Preferred Stock, the "Stated Value") held plus (y) all accrued but unpaid
dividends, whether or not declared, on each such share (such amount to be paid
in Canadian Dollars at a fixed exchange rate of $1.524 Cdn to $1.00 U.S.). All
of the preferential amounts to be paid to the holders of the Series 1999-A
Preferred Stock under this Section (c) shall be paid or set apart for payment
before the payment or setting apart for payment of any amount for, or the
distribution of any assets or surplus funds of the Corporation to, the holders
of any other class or series of capital stock of the Corporation including
without limitation, the Common Stock of the Corporation, in connection with such
liquidation, dissolution or winding up, whether voluntary or involuntary. If the
assets or surplus funds to be distributed to the holders of the Series 1999-A
Preferred Stock are insufficient to permit the payment to such holders of their
full preferential amount, the assets and surplus funds legally available for
distribution shall be distributed ratably among the holders of the Series 1999-A
Preferred Stock in proportion to the full preferential amount each such holder
is otherwise entitled to receive. After the payment or distribution to the
holders of the Series 1999-A Preferred Stock of the full preferential amounts
aforesaid, the holders of the Common Stock then outstanding shall be entitled to
receive ratably all the remaining assets of the Corporation.
<PAGE>
(d) Conversion. Each holder of shares of the Series
1999-A Preferred Stock shall have conversion rights as
follows:
(i) Right to Convert. Each share of the Series
1999-A Preferred Stock shall be convertible, at the option of the holder
thereof, at any time (except as otherwise provided in Section (b)(iii) hereof)
and from time to time, prior to February 24, 2002 at the office of the
Corporation or any transfer agent for the Series 1999-A Preferred Stock or
Common Stock of which such holder has been given written notice by the
Corporation, into a number of fully paid and nonassessable shares of Common
Stock determined by dividing the Stated Value by a conversion price equal to the
lesser of (x) $3.25 U.S. (as such amount shall be appropriately adjusted for
stock splits, stock dividends, subdivisions, combinations or other similar
events involving the Corporation and the Common Stock) or (y) the average of the
lowest three day closing bid prices for the Common Stock as reported by the
NASDAQ SmallCap Market, or such other quotation system or national securities
exchange on which the Common Stock is listed or admitted to trading (or, if the
Common Stock is not listed or admitted to trading on any national securities
exchange or quotation system, in the over-the-counter market as furnished by any
New York Stock Exchange member firm selected from time to time by the
Corporation for that purpose), during the 25 trading days prior to the
conversion date (such average closing bid price shall be calculated with
reference to the three days with the lowest closing bid price, whether or not
consecutive, during such 25 trading day period).
(ii) Mechanics of Conversion. The right of the
holders of Series 1999-A Preferred Stock to convert their shares shall be
exercised by delivering (which may be done by facsimile transmission) a
Conversion Notice to the Corporation or any transfer agent for the Series 1999-A
Preferred Stock or the Common Stock. If a holder of the Series 1999-A Preferred
Stock elects to convert any shares of Series 1999-A Preferred Stock, such holder
shall not be required to physically surrender the certificates(s) representing
such shares of Series 1999-A Preferred Stock to the Corporation unless all of
the shares of Series 1999-A Preferred Stock represented thereby are so
converted. Each holder of shares of Series 1999-A Preferred Stock and the
Corporation shall maintain records showing the number of shares so converted and
the dates of such conversions or shall use such other method, satisfactory to
such holder and the Corporation, so as to not require physical surrender of such
certificates upon each such conversion. In the event of any dispute or
discrepancy, such records of the Corporation shall be controlling and
determinative in the absence of manifest error. Notwithstanding the foregoing,
if any shares of Series 1999-A Preferred Stock evidenced by a particular
certificate therefor are converted as aforesaid, the holder of Series 1999-A
Preferred Stock may not transfer the certificate(s) representing such shares of
Series 1999-A Preferred Stock unless such holder first physically surrenders
such certificate(s) to the Corporation, whereupon the Corporation will forthwith
issue and deliver upon the order of such holder of shares of Series 1999-A
Preferred Stock new certificate(s) of like tenor, registered as such holder of
shares of Series 1999-A Preferred Stock (upon payment by such holder of shares
of Series 1999-A Preferred Stock of any applicable transfer taxes) may request,
representing in the aggregate the remaining number of shares of Series 1999-A
Preferred Stock represented by such certificates(s). Each holder of shares of
Series 1999-A Preferred Stock, by acceptance of a certificate for such shares,
acknowledges and agrees that (1) by reason of the provisions of this paragraph,
following conversion of any shares of Series 1999-A Preferred Stock represented
by such certificate, the number of shares of Series 1999-A Preferred Stock
represented by such certificate may be less than the number of shares stated on
such certificate and (2) the Corporation may place a legend on the certificates
for shares of Series 1999-A Preferred Stock which refers to or describes the
provisions of this paragraph. No payment or adjustment shall be made upon
conversion on account of any accrued dividends on the Series 1999-A Preferred
Stock so converted or on the Common Stock issued upon conversion.
(iii) Reorganizations, Mergers, Consolidations, or
Sales of Assets. If at any time or from time to time there shall be a capital
reorganization of the Common Stock (other than a stock split, stock dividend,
subdivision, combination, or other similar events provided for elsewhere in this
Section (d)) or a merger or consolidation of the Corporation with or into
another corporation, or the sale of all or substantially all of the
Corporation's properties and assets to any other person which is effected so
that holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock, then, as a part of such reorganization, merger,
consolidation, or sale, provision shall be made so that the holders of the
Series 1999-A Preferred Stock shall thereafter be entitled to receive upon
conversion of the Series 1999-A Preferred Stock, the number of shares of stock,
securities or assets of the Corporation, of the successor corporation resulting
from such merger or consolidation or sale, or of any other corporation as a
result of such merger or consolidation or sale, to which a holder of Common
Stock deliverable upon conversion would have been entitled on such capital
reorganization, merger, consolidation, or sale. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section
(d) with respect to the rights of the holders of the Series 1999-A Preferred
Stock after the reorganization, merger, consolidation, or sale to the end that
the provisions of this Section (d) (including adjustment of the conversion price
then in effect) shall be applicable after that event as nearly equivalent as may
be practicable.
(iv) Reservation of Stock Issuable Upon
Conversion. The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock solely for the purpose of
effecting the conversion of the shares of the Series 1999-A Preferred Stock such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of the Series 1999-A Preferred
Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding
shares of the Series 1999-A Preferred Stock, the Corporation will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose.
(e) Protective Provisions. In addition to any other
rights provided by law, so long as any Series 1999-A Preferred Stock shall be
outstanding, the Corporation shall not, without first obtaining the affirmative
vote or written consent of the holders of not less than 51% of such outstanding
shares of Series 1999-A Preferred Stock, amend or repeal any provision of, or
add any provision to, the Corporation's Certificate of Incorporation or Bylaws,
as amended, or file any certificate of designations, preferences and rights of
any series of Preferred Stock, par value $.001 U.S. per share, of the
Corporation, if such action would alter or change the preferences, rights,
privileges or powers of, or the restrictions provided for the benefit of, any
Series 1999-A Preferred Stock. Nothing herein shall be deemed to restrict the
Board of Directors from amending the terms hereof prior to the issuance of any
Series 1999-A Preferred Stock.
<PAGE>
(f) Notices. Any notice required by the provisions hereof
to be given to the holders of shares of Series 1999-A
Preferred Stock shall be deemed given if deposited in
the United States Postal Service or Canadian Postal
Service, postage prepaid, and addressed to each
holder of record at his address appearing on the
books of the Corporation.
(g) Voting Rights. Except as specifically provided in
this Certificate of Designations or as otherwise
required by applicable law, the shares of Series
1999-A Preferred Stock shall have no voting rights.
(h) Miscellaneous. The shares of Series 1999-A Preferred
Stock shall not have any voting powers, designations,
preferences, or relative, participating, optional or
other special rights, qualifications, limitations or
restrictions except as set forth in this Certificate
of Designations or in the Certificate of
Incorporation of the Corporation or as otherwise
required by applicable law.
This designation was authorized by resolution duly adopted by
the Board of Directors of the Corporation by unanimous written consent dated as
of February 20, 1999.
* * *
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunder affixed and this Certificate of Designations to be signed
by Eugene A. Rosov, its Chief Executive Officer, on the 24th day of February,
1999.
----------------------------
Name: Eugene A. Rosov
Title: Chief Executive Officer
EXHIBIT C. PROPERTY MANAGEMENT AGREEMENT
-----------------------------
PROPERTY MANAGEMENT AGREEMENT
This Agreement made effective the 24th day of February, 1999
BETWEEN:
THE ONTARIO INTERNATIONAL PROPERTY CORPORTATION
(the "Owner")
OF THE FIRST PART
- AND -
KENNEDY COMMERCIAL CORP.
(the "Manager")
OF THE SECOND PART
WHEREAS the Owner is the registered owner of those lands and premises known
municipally as 1261 Kennedy Road, Toronto, Ontario as more particularly set out
in Schedule "A" attached hereto (the "Property");
AND WHEREAS the Owner desires the Manager to manage the Property and the Manager
desires to do so, in accordance with the terms and conditions of this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises
and the mutual covenants and agreements herein contained and other valuable
consideration, the Owner appoints the Manager and the Manager hereby accepts
appointment as the exclusive manager of the Property on the terms and conditions
hereinafter set forth;
<PAGE>
ARTICLE I
TERM
The term of this Agreement shall commence on the 24th day of February, 1999, and
shall expire on February 24, 2002; provided however, the Owner or the Manager
shall have the option of terminating this Agreement upon 30 days written notice
delivered to the other party at any time during the term hereof.
ARTICLE II
MANAGEMENT SERVICES
The Manager agrees to manage the Property on behalf of the Owner during the term
of this Agreement in a faithful, diligent and honest manner and to enter into
such contracts and agreements solely on behalf of the Owner as may be necessary
in the performance of its duties hereunder. Without limiting the generality of
the foregoing, the Manager shall perform the following specific duties, subject
to the direction of the Owner:
(a) Rents
To collect and receive in trust for the Owner all monies
payable pursuant to the leases entered into for the Property,
which leases as are in existence on the date hereof are
summarised in Schedule "B" (the "Leases") and to deposit the
same forthwith in a separate account to be opened with a
Canadian Chartered Bank or Trust Company and maintained by the
Manager in the name of the. All such monies shall thereafter
be held in trust by the Manager and be used:
(i) Disbursements
-------------
to pay all accounts properly incurred by or on behalf
of the Owner;
(ii) Insurance
---------
to arrange for and pay for insurance coverage and any
appraisals in connection therewith required by the
Owner acting as a prudent commercial landlord in the
City of Toronto;
(iii) General Maintenance & Repairs
-----------------------------
to repair and maintain or cause to be so repaired and
maintained those parts of the Property which require
repair and maintenance by the Owner in accordance
with the provisions of the Leases, and, without
limiting the generality of the foregoing, to arrange
for the supply as may be required for electricity,
water and other services, and to arrange, through use
of employees and/or independent contractors as in
each instance may seem the more desirable for the
effective and economical operation, maintenance and
repair of the Property and its equipment as may be
required by the Owner or deemed desirable by the
Manager or so as to comply with the enforcement of
any regulations and requirements of which the Manager
is notified by the governmental authorities having
jurisdiction which affect the Property, and, without
limiting the generality of the foregoing, such
arrangements may include where applicable to the
Property removal of litter, waste disposal, snow and
ice removal, landscaping and grounds maintenance,
fire protection servicing, exterior painting,
alterations and any supervision and maintenance
necessary in connection with the Property, and to
maintain such employees and/or contractors on behalf
of and at the expense of the Owner as may be required
at all times promptly and efficiently to carry out
the foregoing, and any other requirements and
instructions of the Owner
<PAGE>
(b) Insurance Claims
----------------
To supervise insurance or other claims by or against the Owner
and to see that the rights of the Owner in respect to such
claims are protected including the filing of any notices of
claim, but not including the adjusting of any loss.
(c) Employees at the Property
-------------------------
The Manager may hire, pay, supervise and discharge as may be
necessary from time to time on the behalf of the Owner all
persons for the proper operation and maintenance of the
Property and its equipment. All salaries, taxes and other
expenses payable on account of such employees shall be
operating expenses of the Owner.
(d) Performance of Contracts by Suppliers
-------------------------------------
To use reasonable diligence to ensure that contracts and
agreements between the Owner and its suppliers of services or
materials are performed in accordance with their terms, and to
inform the Owner in the event performance is considered by the
Manager to be inadequate or contrary to the agreed terms, and
where services are properly performed and/or materials
provided in accordance with the contract or agreement, to take
advantage of all discounts where possible by prompt payment of
invoices.
e) Employee Records
----------------
To maintain proper payroll records with respect to all persons
engaged by the Manager to work at the Property and to make all
payroll reports and returns required by law and to remit to
the proper authorities all deductions and payments for income
tax, unemployment insurance, Canada Pension Plan, Workers'
Compensation, Employer Health Tax, and any other deductions or
payments which may from time to time be applicable.
(f) General Authority
-----------------
Generally to do and perform and where desirable contract as
agent for and in the name of the Owner for all things
desirable or necessary for the proper and efficient management
of the Property (including the giving of proper attention to
any complaints and endeavouring as far as economical to reduce
waste) and to perform every other act whatsoever in or about
the Property to carry out the intent of this Agreement;
provided, however, that the Manager shall not authorise any
work, repairs, alterations or maintenance estimated to cost in
excess of $10,000.00 for any one item without first obtaining
the Owner's approval to proceed with such work, except for
monthly or recurring operating charges. The Owner shall
provide its approval or other direction to the Manager within
fifteen (15) days of receipt of the Manager's request for
approval. In the event the aforementioned approval or other
direction is not provided within the said fifteen (15) day
period, it shall be deemed that the Manager shall use its sole
and absolute discretion. Provided that if, in the sole opinion
of the Manager, there exists a situation which could cause
personal injury or damage to the Property or the Corporation's
equipment or contents or which could impair the value of the
Owners' investment or which could cause the suspension of any
service to the Owner at a time when the Owner or its
representatives cannot be reasonably located for the purpose
of giving approval for such work, or if failure to do such
work might expose either the Owner or the Manager or both to
the imposition of penalties, fines, imprisonment or any other
liability, then the Manager is hereby authorised to proceed
with such work as in its sole and absolute discretion it
reasonably determines to be necessary. The Manager shall in
the case of such situation report to the Owner as soon as
possible. To this end the Owner hereby authorises the Manager,
its agents or employees to enter any unit, with or without the
consent of the Owner, or to effect such work or take such
action which in its sole opinion, acting reasonably, it
determines to be necessary.
<PAGE>
(g) Work Schedules and Supervision
------------------------------
To prepare work schedules, and to direct on a regular basis
the activities of all persons employed or otherwise engaged to
work at the Property, and to provide such supervision as may
be reasonably necessary. Work performed by the tradesmen
required from time to time at the Property, whether employees
of the Manager or of a company not affiliated with the
Manager, shall be detailed on an official work sheet
adequately verified, timed and authorised. Further log books
for all major mechanical and electrical equipment shall be
maintained in the equipment rooms indicating the nature and
frequency of maintenance operations performed on the
equipment.
(h) Materials, Equipment and Supplies
---------------------------------
To purchase on behalf of the Owner such equipment, tools,
appliances, materials and supplies as are necessary for the
proper operation and maintenance of the Property. All such
purchases and contracts shall be in the name of and at the
expense of the Owner.
(i) Books and Records of the Owner
------------------------------
To keep the Owner's books of account and retain full and
proper records regarding all financial transactions involved
in the management of the Property; to forward to the Owner
monthly, a statement of receipt and disbursements summarising
the transactions made during each preceding month; and to
complete returns and remit to Revenue Canada on a quarterly
basis in respect of the Owner's obligations to Revenue Canada
for the payment of Goods and Services Tax.
(j) Approval of Invoices
--------------------
To make all disbursements properly incurred for and on behalf
of the Owner, provided, however, that the approval of the
Owner shall not be required in connection with any items of
expense as to which the Manager has discretionary spending
power pursuant to its general authority noted above. Copies of
all invoices shall be provided to the Owner upon request.
<PAGE>
ARTICLE III
MANAGERS COMPENSATION
The Owner agrees to pay the Manager as compensation for its management services
rendered under this Agreement an annual fee of FIVE THOUSAND U.S. DOLLARS
($5,000.00 USD), payable in equal monthly instalments in arrears. The conversion
to be used shall be $1.52 CDN to $1.00 U.S. The Manager shall deduct its fees
from the Rents collected for the Property.
<PAGE>
ARTICLE IV
INDEMNIFICATION OF MANAGER
The Owner hereby indemnifies and saves the Manager completely free and harmless
from any and all damages or injuries to persons or property, or claims, actions,
obligations, liabilities, costs, expenses and fees by reason of any cause
whatsoever when the Manager is carrying out the provisions of this Agreement or
acting upon the direction of the Owner unless as a result of the negligence of
the Manager or any of its employees, agents or contractors. This indemnity shall
survive the termination of this Agreement.
ARTICLE V
COMPREHENSIVE LIABILITY INSURANCE
The Owner agrees to take out or authorise the Manager to arrange for
comprehensive liability insurance on the Property to a limit of not less than
$5,000,000.00 inclusive, and further agrees that the Manager shall be named as
an insured party along with the Owner as their interests may appear in each such
policy, and each such policy shall provide protection against any claims for
personal injury, death or property damage or loss for which either the Owner or
the Manager might be held liable as a result of their respective obligations,
and the Corporation further agrees that, if so requested, it shall provide the
Manager with a Certificate of Insurance in respect of any such policy which
shall include an undertaking that the insurer will provide the Manager with at
least ten (10) days prior written notice of cancellation or any material change
in the provisions of any such policy.
ARTICLE VI
NOTICES
Any notice required to be given by either party to the other shall be
sufficiently given if delivered or sent by facsimile transmission or mailed by
prepaid ordinary mail, addressed to the Owner:
c/o Bernard Gropper
Gropper, Greenwood
Barristers and Solicitors
224 Merton Street
Suite 300
Toronto, M4S 1A1
and to the Manager at:
3845 Bathurst Street
Suite 202
Toronto, M3H 3N2;
and any such notice shall be conclusively deemed to have been given and received
at the time of its delivery or, in the event of notice given by mail, on the
third (3rd) business day after the day of such mailing, provided that, if normal
mail service is disrupted by reasons of strikes, walk-outs, slow-downs or other
irregularities, so long as such disruptions exist, any notice required or
permitted to be given hereunder shall be delivered personally or otherwise shall
be deemed to be ineffective for all purposes hereof.
Either party may by notice in writing to the other designate another address to
which notices mailed more than ten (10) days after the giving of such notices of
change of address shall be addressed. The facsimile number for the Owner is (416
487-3002, and the facsimile number for the Manager is (416) 630-4626.
<PAGE>
ARTICLE VII
SUCCESSORS & ASSIGNS
This Agreement shall enure to the benefit of and be binding upon the respective
successors and assigns of the parties hereto provided always that this Agreement
may only be assigned with the express written consent of the Corporation.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the day and date first above written.
THE ONTARIO INTERNATIONAL
PROPERTY CORPORATION
Per:___________________________
Bernard Gropper, Director
I have authority to bind the Corporation
KENNEDY COMMERCIAL CORP.
Per:___________________________
Anthony Heller, President
I have the authority to bind the Corporation.
SCHEDULE "A"
1261 KENNEDY ROAD, TORONTO
LEGAL DESCRIPTION
The whole of Lot 41, Registrar's Compiled Plan 9846,
designated as Part 1 on Plan 64R-11718 City of Toronto
(formerly the City of Scarborough)
PIN 06301-0043 (LT)
<PAGE>
SCHEDULE "B"
SUMMARY OF LEASES
1261 KENNEDY ROAD, TORONTO
A. Toronto Beds and Bedrooms Inc. c.o.b. as Waterbed & Futon Shoppe
Area: 5,722 square feet (being $15.00 net psf)
Term: July 1, 1994 to June 30, 1999
Current Rent: $ 85,830.00 per annum
Additional Rent: Lease is net to the Landlord, with Tenant responsible
for all taxes, operating costs, maintenance,
insurance and utilities
Use Restrictions: For the retail sale of waterbeds, futonsand bedroom
furniture
Lease Document: Lease dated July 1, 1994
B. 585080 Ontario Inc. c.o.b. as Telecity Electronics
Area: 6,202 square feet
Term: May 15, 1997 to February 28, 2001
Renewal: Option to renew for 5 years at rent to be agreed,
provided that such rent shall not be less than the
minimum rent for the final year of the current term
Current Rent: $ 74,424.00 per annum (being $12.00 net psf), with an
abatement of $1,472.98 ($2.85 psf) until February 28,
1999
Additional Rent: Lease is net to the Landlord, with Tenant responsible
for all taxes, operating costs, maintenance,
insurance and utilities
Use Restrictions: For the retail sale of electronic items and
accessories
Lease Document: Agreement to Lease dated May 14, 1997
C. Curtainview Distributors and Manufacturers Inc. c.o.b. as Crazy Joe's
Area: 5,994 square feet
Term: April 5, 1993 to January 31, 2000
Renewal: Option to renew for 5 years at rent to be agreed upon
Current Rent: $ 77,927.20 per annum (being $13.00 net psf)
<PAGE>
Additional Rent: Lease is net to the Landlord, with Tenant responsible
for all taxes, operating costs, maintenance,
insurance and utilities
Use Restrictions: For the retail sale of draperies, window coverings,
bed linens, towels and shower curtains
Lease Document: Lease dated April 5, 1993
D. Unigraph Inc. c.o.b. as Unigraph on Kennedy
Area: 4,744 square feet
Term: January 15, 1999 to January 31, 2000
Renewal: Option to renew for 5 years at rent to be agreed upon
Current Rent $ 47,440.00 per annum (being $10.00 net psf), with
three months gross rent free at commencement
Additional Rent: Lease is net to the Landlord, with Tenant responsible
for all taxes, operating costs, maintenance,
insurance and utilities
Use Restrictions: Printing, graphics, copying, sign making, retailing
of computers and office supplies
Lease Document: Agreement to Lease dated January 7, 1999
