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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
UNITED PAYORS & UNITED PROVIDERS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
911319 10 1
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(CUSIP Number)
Thomas L. Blair, 2275 Research Boulevard, Rockville, Maryland 20850
(301) 548-1000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 4, 2000
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(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 Sections 240.13(d)-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
* The remainder of this schedule 13D has been filled out in this amendment
to the extent that the information has been altered from disclosure contained in
the prior Schedule 13D, as amended.
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SCHEDULE 13D
CUSIP No. 911319 10 1 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Thomas L. Blair and/or Alice M. Blair
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 2,624,500
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 58,650
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,624,500
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,558,650
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,183,150 shares
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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);
37.7%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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This Amendment No. 2 to the Schedule 13D, last amended on March 8, 1999
("Amendment No.1") (this "Schedule") relates to the shares of common stock, par
value $.01 per share, of United Payors & United Providers, Inc. ("UP&UP"), and
is filed on behalf of Thomas L. and Alice M. Blair.
Item 3. Source and Amount of Funds or Other Consideration
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No funds were exchanged in consideration of Mr. Blair entering into this
transaction. Mr. Blair effected the transaction in furtherance of a plan of
merger as described in Item 4 below.
Item 4. Purpose of Transaction.
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On February 4, 2000, Mr. Blair entered into an agreement with BCE Emergis,
Inc. which requires or may require him to purchase certain shares of common
stock of UP&UP from the Independent Divestment Trust (the "Trust"), as discussed
in amended Item 6 below. This agreement was entered into by Mr. Blair in
consideration of the premises and mutual agreements and covenants set forth in
an Agreement and Plan of Merger, dated February 4, 2000, among the UP&UP, BCE
EMERGIS, Inc. ("BCE Emergis") a Canadian corporation, JETCO INC., a Delaware
corporation and a wholly owned subsidiary of BCE Emergis and Thomas L. Blair
(the "Merger Agreement"). See Items 4, 5 and 6 to Amendment No. 1 for a
discussion of the Independent Divestment Trust and the shares of UP&UP common
stock held by the Trust (the "Trust Shares").
Except for the Merger Agreement and related agreements and as disclosed in
response to Item 6 below, Mr. Blair has no specific plans or proposals which
relate to or would result in any of the actions referred to in the text of Item
4 of Schedule 13D, but retains the right to take all such actions as he deems
appropriate to maximize his investment in UP&UP. In addition, Mr. Blair will
participate in Board of Director decisions affecting UP&UP. Mr. Blair reserves
the right to buy or sell shares of common stock in market or privately
negotiated transactions as he determines. Mr. Blair may resell shares acquired
from the Trust when acquired, or may retain some or all of such shares for
investment.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
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to Securities of the Issuer.
---------------------------
In addition to the disclosure below, existing contracts, arrangements,
understandings, or relationships with respect to securities of the issuer are
discussed in Item 5 of Amendment No. 1. For more detailed information regarding
these various agreements, see Item 7 of Amendment No. 1.
On February 4, 2000, Mr. Blair entered into a separate agreement with
BCE Emergis. Under this agreement, if Capital Z exercises the option it holds to
purchase the 2,250,000 shares of UP&UP common stock from Mr. Blair (as disclosed
in Amendment No. 1), then Mr. Blair is obligated to purchase 2,250,000 of the
Trust Shares from the Trust. Under those circumstances, BCE Emergis also can
require Mr. Blair to purchase the additional 2,250,000 Trust Shares, if BCE
Emergis loans Mr. Blair the funds necessary to make this additional purchase.
Mr. Blair is
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contractually obligated to purchase on or before February 25, 2003, all
4,500,000 Trust Shares. As collateral for the loan, Mr. Blair shall pledge and
grant to BCE Emergis a first priority security interest in all of Mr. Blair's
interest in the 2,250,000 Trust Shares BCE Emergis requires him to purchase.
In addition, Mr. Blair has entered into a voting agreement under which he
has agreed to vote all of the shares of UP&UP common stock held by him
(including any Trust Shares he purchases) in favor of the Agreement and Plan of
Merger with BCE Emergis.
Item 7. Material to be Filed as Exhibits.
--------------------------------
99.5 Agreement, dated as of February 4, 2000, by Thomas L. Blair
in favor of BCE EMERGIS, INC. and JETCO INC.
99.6 Voting Agreement dated as of February 4, 2000.
4
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Thomas L. Blair
------------------------------
Thomas L. Blair
/s/ Alice M. Blair
------------------------------
Alice M. Blair
Date: February 14, 2000
5
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EXECUTION COPY
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OPTION AGREEMENT
OPTION AGREEMENT, dated as of February 4, 2000 (this "Agreement"),
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in favor of BCE EMERGIS, INC., a corporation organized under the laws of Canada
("Parent") and JETCO INC., a Delaware corporation and a wholly owned subsidiary
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of Parent ("Subsidiary"), granted by Thomas L. Blair, Chairman and Co-Chief
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Executive Officer of the Company ("TLB") and Edward S. Civera, President and
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Co-Chief Executive Officer of the Company ("ESC");
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WHEREAS, Parent, Subsidiary and United Payors & United Providers,
Inc., a Delaware corporation (the "Company") propose to enter into an Agreement
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and Plan of Merger, dated as of even date herewith (as the same may be amended
from time to time, the "Merger Agreement"; capitalized terms used and not
----------------
otherwise defined herein shall have the respective meanings assigned to them in
the Merger Agreement), which provides, upon the terms and subject to the
conditions thereof, for the merger of Subsidiary with and into the Company (the
"Merger"); and
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WHEREAS, TLB has the right to purchase at any time, and is obligated
to purchase on or before February 25, 2003, 4,500,000 shares (the "Trust
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Shares") of the Company common stock, par value $.01 per share (the "Shares"),
- ------ ------
from Independent Divestment Trust (the "Trust") under that certain Securities
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Purchase Agreement (the "SPA") by and between the Trust and TLB dated as of
---
February 25, 1999.
WHEREAS, Capital Z Financial Services Fund, II, L.P. ("Capital Z")
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has an option from TLB to purchase 2,250,000 Shares from TLB (the "Capital Z
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Option");
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WHEREAS, ESC has employee stock options under the Company's 1996
Stock Option Plan (the "ESC Stock Options") to purchase 640,625 Shares (the
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"Executive Shares"), which such ESC Stock Options are exercisable at any time by
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ESC upon payment of the exercise price for such ESC Stock Options;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein and in the Merger Agreement, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
1. Exercise of Capital Z Option. In the event that Capital Z
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notifies TLB of its exercise of the Capital Z Option, TLB, in his capacity as a
stockholder of the Company, shall exercise his right to purchase Shares under
the Trust and shall deliver 2,250,000 Shares to Capital Z from the Trust Shares.
TLB shall notify Parent and Subsidiary of any such notice of exercise of the
Capital Z Option.
2. Trust Option. (a) Subject to the provisions of this Section 2,
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TLB grants to Parent and Subsidiary an irrevocable option (the "Trust Option")
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to require TLB to purchase 2,250,000 Trust Shares, at the price per Share set
forth in the SPA. The Trust Option may be exercised by Parent or Subsidiary, in
whole or in part, at any time and from time to time by delivery of written
notice during the period commencing on the date of exercise of the Capital Z
Option and ending on the date of the first to occur of (i) the Effective Time
and (ii) (A) 180 days after the termination of the Merger Agreement in case of
termination pursuant to Sections 8.01(d) or 8.01(e) of the Merger Agreement, or
(B) on the date of termination in the case of termination of the Merger
Agreement for any other reason (the "Trust Exercise Period").
---------------------
(b) If Parent wishes to exercise the Trust Option, Parent shall send
a written notice at any time during the Trust Exercise Period to TLB of its
intention to exercise the Trust Option, specifying the total number of the Trust
Shares that TLB shall be required to purchase. Following receipt of notice from
Parent, TLB shall promptly notify Parent in writing of the purchase price per
Share (the "Purchase Price"). TLB shall not be obliged to purchase such Trust
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Shares unless Parent makes available by way of loan to TLB the cash funds
sufficient to satisfy the aggregate Purchase Price for such Trust Shares.
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(c) The closing of the purchase of such Trust Shares (the "Trust
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Closing") shall occur within five business days of the date on which Parent
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delivers a written notice to TLB specifying the number of Trust Shares to be
purchased by TLB. At the Trust Closing Parent shall advance to TLB, by way of
loan, cash in an amount equal to the product obtained by multiplying (i) such
number of the Trust Shares as to which the Trust Option is exercised and (ii)
the Purchase Price per Trust Share (such cash amount being, the "TLB Loan"). The
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TLB Loan, together with accrued and unpaid interest thereon calculated at a rate
of seven percent per annum, shall be repaid prior to the earlier of (x) the
Closing (as defined in the Merger Agreement) and (y) the termination of the
Merger Agreement.
(d) At the Trust Closing, as collateral security for the prompt
payment in full when due of the obligations of TLB to repay the TLB Loan, TLB
shall pledge and grant to Parent a first priority security interest in all of
TLB's right, title and interest in and to the Trust Shares purchased at the
Trust Closing.
3. Executive Option. (a) ESC grants to Parent and Subsidiary an
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irrevocable option (the "Executive Option") to require ESC to purchase 640,625
----------------
Executive Shares, at the price per Share set forth in the ESC Stock Options. The
Executive Option may be exercised by Parent or Subsidiary, in whole or in part,
at any time and from time to time by delivery of written notice during the
period commencing on the date of any Acquisition Proposal (as defined in the
Merger Agreement) and ending on the date of the first to occur of (i) the
Effective Time and (ii) (A) 180 days after the termination of the Merger
Agreement in case of termination pursuant to Sections 8.01(d) or 8.01(e) of the
Merger Agreement, or (B) on the date of termination in the case of termination
of the Merger Agreement for any other reason (the "Trust Exercise Period").
---------------------
(b) If Parent wishes to exercise the Executive Option, Parent shall
send a written notice at any time during the Trust Exercise Period to ESC of its
intention to exercise the Executive Option, specifying the total number of
Executive Shares that ESC shall be required to purchase. Following receipt of
notice from Parent, ESC shall promptly notify Parent in writing of the Purchase
Price. ESC shall not be obliged to purchase such Executive Shares unless Parent
makes available by way of loan to ESC the cash funds sufficient to satisfy the
aggregate Purchase Price for such Executive Shares and to pay any applicable
taxes.
(c) The closing of the purchase of such Executive Shares (the
"Executive Closing") shall occur within five business days of the date on which
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Parent delivers a written notice to ESC specifying the number of Executive
Shares to be purchased by ESC. At the Executive Closing, Parent shall advance to
ESC, by way of loan, cash in an amount equal to the product obtained by
multiplying (i) such number of the Executive Shares as to which the Executive
Option is exercised and (ii) the Purchase Price per Executive Share (such cash
amount being, the "ESC Loan") PLUS an amount sufficient to pay any applicable
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taxes. The ESC Loan, together with accrued and unpaid interest thereon
calculated at a rate of seven percent per annum, shall be repaid prior to the
earlier of (x) the Closing (as defined in the Merger Agreement) and (y) the
termination of the Merger Agreement.
(d) At the Executive Closing, as collateral security for the prompt
payment in full when due of the obligations of ESC to repay the ESC Loan, ESC
shall pledge and grant to Parent a first priority security interest in all of
ESC's right, title and interest in and to all of the Executive Shares purchased
at the Executive Closing.
4. Transfer of Shares. Except as provided in Section 1, neither TLB
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nor ESC shall, directly or indirectly, (a) sell, pledge or otherwise dispose of
or encumber any or all of the Trust Shares or the Executive Shares subject to
the Trust Option and the Executive Option, respectively, (b) deposit any such
Trust Shares or Executive Shares into a voting trust or enter into a voting
agreement or arrangement with respect to any such Trust Shares or Executive
Shares or grant any proxy with respect thereto or (c) enter into any contract,
option or other arrangement or undertaking with respect to the direct or
indirect acquisition or sale, assignment, transfer or other disposition of any
such Trust Shares or Executive Shares.
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5. Voting of Shares. Each of TLB and ESC agree that any Trust Shares
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or Executive Shares purchased by TLB or ESC pursuant to this Agreement shall be
subject to the obligations and restrictions set forth in the voting agreement,
dated the date hereof, among TLB, ESC and certain other stockholders of the
Company, in favor of Parent and Subsidiary.
6. Authorization. TLB and ESC each hereby represent and warrant and
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covenant to Parent as follows: (a) each of TLB and ESC has all legal capacity to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby, (b) this Agreement has been duly executed and delivered by
each of TLB and ESC and, assuming its due authorization, execution and delivery
by each of Parent and Subsidiary, constitutes a legal, valid and binding
obligation of such person, enforceable against TLB and ESC in accordance with
its terms, (c) (i) TLB has taken all necessary action to authorize and permit
granting the Trust Option and a first priority security interest to Parent in
respect of any purchased Trust Shares pursuant to this Agreement and the grant
of the Trust Option by TLB does not, and the exercise of the Trust Option by
Parent will not, result in any breach under the SPA and (ii) ESC has taken all
necessary action to authorize and permit granting the Executive Option and a
first priority security interest to Parent in respect of any purchased Executive
Shares pursuant to this Agreement and the grant of the Executive Option by ESC
does not, and the exercise of the Executive Option by Parent will not, result in
any breach under the ESC Stock Options.
7. Miscellaneous. If any term or other provision of this Agreement
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is invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect as long as the economic or legal substance of
the transactions contemplated by this Agreement is not affected in any manner
materially adverse to any party; neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise); nothing in this Agreement,
express or implied, is intended to or shall confer upon any person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
The parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with the terms
hereof and that the parties shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or in equity; this
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York; all actions and proceedings arising out of or relating to
this Agreement shall be heard and determined in the United States District Court
for the Southern District of New York and each of the parties to this Agreement
consents to submit itself to the personal jurisdiction of the United States
District Court for the Southern District of New York in the event that any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement; EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first written above.
/s/ Thomas L. Blair
-------------------------------
THOMAS L. BLAIR
/s/ Edward S. Civera
-------------------------------
EDWARD S. CIVERA
4
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EXECUTION COPY
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VOTING AGREEMENT
VOTING AGREEMENT, dated as of February 4, 2000 (this "Agreement"),
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in favor of BCE EMERGIS INC., a corporation organized under the laws of Canada
("Parent") and JETCO INC., a Delaware corporation and a wholly owned subsidiary
------
of Parent ("Subsidiary"), granted by the stockholders whose names appear on the
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signature pages of this Agreement (each a "Stockholder" and collectively the
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"Stockholders").
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WHEREAS, as of the date hereof and except as noted on Exhibit A
hereto, each Stockholder represents and warrants to Parent that he owns of
record and beneficially, without encumbrance, and has the sole power to vote,
the number of shares of common stock, par value $0.01 per share ("Company Common
--------------
Stock"), of United Payors & United Providers, Inc., a Delaware corporation (the
- -----
"Company ") as set forth opposite such Stockholder's name on Exhibit A hereto
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(all such Company Common Stock and any shares of Company Common Stock of which
ownership of record or the power to vote is hereafter acquired by the
Stockholders prior to the termination of this Agreement being referred to herein
as the "Shares"); and
------
WHEREAS, Parent, Subsidiary and the Company propose to enter into an
Agreement and Plan of Merger, dated as of even date herewith (as the same may be
amended from time to time, the "Merger Agreement"; capitalized terms used and
----------------
not otherwise defined herein shall have the respective meanings assigned to them
in the Merger Agreement), a draft of which has been made available to each
Stockholder and which provides, upon the terms and subject to the conditions
thereof, for the merger of the Subsidiary with and into the Company (the
"Merger");
------
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein and in the Merger Agreement, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
1. Transfer of Shares. No Stockholder shall, directly or indirectly, (a)
------------------
sell, pledge or otherwise dispose of or encumber any or all of such
Stockholder's Shares, (b) deposit any Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any Shares or grant any proxy
with respect thereto or (c) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect acquisition or sale,
assignment, transfer or other disposition of any Shares.
2. Voting of Shares. (a) Each Stockholder, by this Agreement, with respect
----------------
to the Shares set out in Exhibit A hereto (except as noted on Exhibit A hereto)
and any Shares hereinafter acquired by such Stockholder, does hereby agree that,
at the Company Stockholders' Meeting or any meeting of the stockholders of the
Company, however called, and in any action by written consent of the
stockholders of the Company, such Stockholder shall vote all of such
Stockholder's Shares (i) in favor of the adoption and approval of the Merger
Agreement, the Merger and the other transactions contemplated by the Merger
Agreement and this Agreement, and (ii) against any transaction pursuant to an
Acquisition Proposal (as set forth below in Section 3) or any other action,
proposal, agreement or transaction (other than the Merger Agreement or the
transactions contemplated thereby) that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or which could result in any of the
conditions to the Company's obligations under the Merger Agreement not being
fulfilled.
(b) The obligations of the Stockholders under this Agreement shall
terminate upon the earlier of (i) the Effective Time and (ii) (A) 180 days after
the termination of the Merger Agreement in case of termination pursuant to
Sections 8.01(d) or 8.01(e) of the Merger Agreement, or (B) on the date of
termination in the case of termination of the Merger Agreement for any other
reason. Nothing in this Section 1.02(c) shall relieve any party of liability for
any breach of this Agreement.
<PAGE> 2
3. Acquisition Proposals. The Stockholder shall not take, directly or
---------------------
indirectly, (nor shall the Stockholder authorize or permit its representatives
or, to the extent within the Stockholder's control, its affiliates to take) any
action to (i) encourage (including by way of furnishing nonpublic information),
solicit, initiate or facilitate any Acquisition Proposal (as defined in the
Merger Agreement), (ii) enter into any letter of intent, term sheet or other
agreement with respect to any Acquisition Proposal or (iii) participate in any
way in discussions or negotiations with, or furnish any information to, any
person in connection with, or take any other action to facilitate any inquiries
or the making of any proposal that constitutes, or could reasonably be expected
to lead to, any Acquisition Proposal; provided, however, that nothing in this
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Section 3.04 shall prevent the Stockholder, in his capacity as a director or
executive officer of the Company from engaging in any activity permitted
pursuant to Section 6.04 of the Merger Agreement. The Stockholder shall
immediately cease and cause to be terminated all discussions or negotiations
commenced prior to the date hereof with respect to any Acquisition Proposal.
From and after the date of the execution of this Agreement, the Stockholder will
as promptly as practicable communicate to Parent orally and in writing any
inquiry received by him relating to any potential Acquisition Proposal and the
material terms of any proposal or inquiry, including the identity of the person
and its affiliates making the same, that he may receive in respect of any such
negotiations or discussions being sought to be initiated with the Company. The
Stockholder shall (i) keep Parent fully informed on a prompt basis with respect
to any developments with respect to the foregoing and (ii) provide to Parent as
soon as practicable after receipt or delivery thereof with copies of all
correspondence and other written material sent or provided to the Company from
any third party in connection with any Acquisition Proposal. In addition, each
of the Stockholders who is also an employee of the Company agrees that he will
not enter into any employment, consulting or similar arrangement (or participate
in any negotiations or discussions concerning such arrangements) with any person
other than Parent or the Company prior to termination of this Agreement in
accordance with its terms.
4. Miscellaneous. If any term or other provision of this Agreement is
-------------
invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect as long as the economic or legal substance of
the transactions contemplated by this Agreement is not affected in any manner
materially adverse to any party; neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise); nothing in this Agreement,
express or implied, is intended to or shall confer upon any person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
The parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with the terms
hereof and that the parties shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or in equity; this
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York; all actions and proceedings arising out of or relating to
this Agreement shall be heard and determined in the United States District Court
for the Southern District of New York and each of the parties to this Agreement
consents to submit itself to the personal jurisdiction of the United States
District Court for the Southern District of New York in the event that any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement; EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.
2
<PAGE> 3
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
STOCKHOLDERS
/s/ Thomas L. Blair
------------------------------
Thomas L. Blair
[/s/ et al.]
------------------------------
3
