REORGANIZATION AGREEMENT
This REORGANIZATION AGREEMENT (this "Agreement") dated as of 11-16-2000,
by and between OSTEO SYSTEMS, INC., a Colorado corporation ("OSYS" or the
"Company"), the shareholders of OSYS, who are or will be, the owners of, or
otherwise represent, at least fifty-one percent (51%) of all the issued and
outstanding common stock (the "OSYS SHAREHOLDERS"), VANCOUVER TELEPHONE COMPANY
and/or its assigns, owner of 100% of the issued and outstanding shares of SATTEL
GLOBAL NETWORKS, INC., a Delaware Corporation ("VTC/SGN"), and FREVA INVESTMENT
TRUST, a Common Law Business Trust resident in California ("FIT"). OSYS
acknowledges and agrees that the terms and provisions of this AGREEMENT,
including without limitation the shares of stock transferable hereunder, may be
assigned.
OSYS was incorporated in the state of Colorado on March 6, 1997. The
Company's authorized capital consists of 100, 000, 000 shares of common stock,
par value $0.001 and 10, 000, 000 shares of preferred stock par value $0.01. As
of the effective date of this Agreement, OSYS has 6,150,000 common shares issued
and outstanding (the "OUTSTANDING SHARES"). OSYS shall enact a pre-closing 15
to 1 reverse split which will then result in 410,000 shares issued and
outstanding pre-close. OSYS has no shares of preferred stock outstanding and
will have no outstanding options, warrants, rights or other contractual
arrangements relating to the ability or requirement to issue any additional
shares of common or preferred stock.
The respective boards of Directors of OSYS, VTC and SGN, the Trustee of
FIT, and the OSYS SHAREHOLDERS deem it advisable and in the best interests of
their respective businesses and shareholders of their businesses that the
shareholders of SGN and the shares of beneficial interest of FIT acquire
securities of OSYS in accordance with the terms and conditions of this
Agreement.
1. PLAN OF REORGANIZATION. The OSYS SHAREHOLDERS signing this Agreement are the
owners of, or otherwise represent, not less than 51% of the outstanding shares
of OSYS and which SHAREHOLDERS represent a sufficient majority to carry any vote
for approval of this Agreement under the corporate laws of the state of
Colorado, the Company's Articles of Incorporation and its By-laws. At the time
and date of Closing, the shareholders of VTC and certain other parties
associated with SGN and or assigns, shall acquire 24,000,000 common shares from
the Company. The beneficial shareholders of FIT shall acquire 6,000,000 common
shares issued from the Company in consideration of the assignment of their
option with VTC to acquire SGN. The aforementioned 24,000,000 shares to be
issued to SGN shareholders and designees pursuant to the attached Schedule "A"
hereto. All such shares are to be issued pursuant to section 4(2) of the
Securities Act of 1933, as amended, or any available exemption from federal
registration and, the beneficial shareholders interest of FIT shall receive
their shares pursuant to the "no sale" exclusion from registration as contained
in SEC Rule 145(a).
2. CONSIDERATION. Consideration for the events outlined in paragraph (1) above
shall be:
a) The exchange of all the issued and outstanding stock of SGN for
24,000,000 common shares of OSYS and the exchange of all the issued and
outstanding beneficial shares of FIT for 6,000,000 common shares of OSYS,
thereby making SGN and FIT wholly owned subsidiaries of OSYS;
(b) Items on the due diligence list (attached) shall be provided to SGN by
OSYS within 48 hours of signing this agreement;
(c) On the Closing Date (as hereinafter defined) the Board of Directors of
OSYS will deliver:
(i) authorized minutes of the board authorizing this transaction;
(ii) attorney opinion letter with respect to the free tradeability of
the 6,000,000 free-trading shares of common stock;
(iii) all documentation necessary to reflect approval of a 15 to
1 reverse split;
(iv) the corporate records of OSYS;
(v) signed "LOCK UP" agreements per (3) below;
(vi) all documentation necessary to enact a symbol change , name
change and cusip number change;
(vii) all documentation to reflect Shareholder approval of said
issuances, and name change;
(ix) all documentation to reflect Shareholder and Board election
of the SGN directors to the OSYS board and letters of resignation of the current
board members.
(d) The OSYS shares shall be issued in certificates in form and substance
satisfactory to VTC and SGN.
3. LOCK UP AGREEMENT: SHAREHOLDERS listed on schedule A hereby agree to a lock
up of shares that are deemed to be freely tradeable shares according to the
attached SCHEDULE B which all parties to this Agreement shall approve and sign.
4. CLOSING DATE; PLACE OF CLOSING. The CLOSING DATE shall be 9/30/2000 or any
time mutually agreed upon prior to 9/30/2000.
The CLOSING DATE can be changed by mutual agreement but in no event shall
the CLOSING DATE extend beyond 20 days from the original closing date. PLACE OF
CLOSING shall be the offices of ARTFIELD INVESTMENTS RD INC. 15301 Ventura Blvd
#300, Sherman Oaks, CA 91403, or any other situs agreeable to all parties
concerned.
5. DELIVERY OF OSYS SHARES. On or before the CLOSING DATE, OSYS will have
ready for delivery certificates representing the OSYS shares duly endorsed,
together with appropriate stock powers, so as to make SGN shareholders and/or
assigns and FIT beneficial shareholders, and or their respective assigns, the
sole owners thereof, free and clear of all liens, claims, and encumbrances.
Delivery of said shares shall be made at such place as to be determined by
parties.
6. REPRESENTATIONS OF OSYS:
(a) As of the CLOSING DATE, the 30,000,000 shares of OSYS common stock to
be delivered to SGN and FIT shareholders and assigns will constitute duly and
validly issued shares of OSYS, and shall be fully paid and non-assessable, and
will be legally equivalent in all respects to the common stock issued and
outstanding as of the date thereof;
(b) The officers of OSYS have the power and the authority to execute this
Agreement and to perform the obligations contemplated hereby;
(c) On the CLOSING DATE or such other date as agreed, management of OSYS
will deliver to VTC and SGN Audited Financial Statements as of 12/31/99 and the
balance sheet of OSYS as of 12/31/99 (the "Year End Financial Statements") and
as of 7/31/00 (unaudited) (the "Interim Financial Statements" and, together with
the Year End Financial Statements, the "Financial Statements") and the
statement of income (loss), stockholders' equity and changes in financial
condition for the periods then ended. A ll statements shall be done to GAAP
standards;
(d) From and after the date hereof, there will not have been and prior to
the CLOSING DATE there will not be, any material adverse changes in the
financial position of OSYS as set forth in the Financial Statements, except
changes arising in the ordinary course of business;
(e) OSYS is not and as of the CLOSING DATE will not be, to the best of its
knowledge, involved in any pending litigation not in the ordinary course of
business or governmental investigation or proceeding not reflected in the
Financial Statements or otherwise disclosed in writing to SGN and to the
knowledge of the Shareholders no litigation or governmental investigation or
proceeding beyond the ordinary course of business is threatened against OSYS;
(f) As of the CLOSING DATE, OSYS will be in good standing as a Colorado
corporation;
(g) The authorized capital stock of OSYS consists of 100,000,000 shares of
common stock, par value $0.001 and 10,000,000 shares of preferred stock par
value $0.01. As of the date of closing, including the issuance of all of the
shares provided for herein, OSYS will have issued and outstanding 30,410,000
common shares. OSYS has no shares of preferred stock outstanding. No shares
have otherwise been registered under state or federal securities laws. As of
the date of closing, all of the issued and outstanding shares of common stock of
OSYS are validly issued, fully paid and non-assessable and they are not and as
of the CLOSING DATE there will not be outstanding any other warrants, options or
other agreements on the part of OSYS obligating OSYS to issue any additional
shares of common or preferred stock or any of its securities of any kind;
(h) An opinion from legal Counsel of OSYS stating that Counsel has acted as
counsel for OSYS and has examined all appropriate documentation for the purposes
of rendering an opinion that:
(i) All requisite corporate and other authorizations for the execution
of the agreement and performance thereof have been obtained;
(ii) Except as otherwise disclosed there is no pending threatened
litigation or other legal actions, proceedings or investigations;
(iii) The authorized capital of the stock is as set forth in this
Agreement, and all outstanding shares are duly authorized, validly issued, fully
paid;
(iv) The Company has complied with all filing requirements for the
Securities and Exchange Commission and all NASD filings and that said filings
conform to the requirements of the respective agencies;
(v) That all prior actions of the corporation in connection with filings,
have conformed to applicable state and federal law;
(vi) That the OSYS shares, when delivered, will be duly paid,
non-assessable and validly issued.
(i) Neither the execution and delivery of the Agreement nor the
consummation of the transactions contemplated hereby will violate any provision
of the Articles of Incorporation or Bylaws of OSYS; will violate, conflict with
or result in the breach or termination of or otherwise give any contracting
party the right to terminate or constitute a default under the terms of any
agreement or instrument to which OSYS is a party or by which any of its property
or assets may be bound; will result in the creation of any lien, charge or
encumbrance upon the properties or assets of OSYS, will violate any judgment,
order, injunction, decree or award against or binding upon OSYS or upon its
securities, property or business;
(j) OSYS is registered under Section 12(g) of the 1934 Act and is
currently trading on the OTC Bulletin Board under the symbol of "OSYS".
7. REPRESENTATIONS OF SGN OR VTC. VTC OR SGN represents and warrants as follows:
(a) VTC and SGN have taken all necessary corporate action to authorize the
execution of this AGREEMENT and the transactions contemplated hereunder;
(b) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate any provision
of the Articles of Incorporation or Bylaws of VTC or SGN; will violate, conflict
with or result in breach or termination of or otherwise give any contracting
party the right to terminate or constitute a default under the terms of any
agreement or instrument to which VTC or SGN is a party or by which any of its
property or assets may be bound; will result in the creation of any lien, charge
or encumbrance upon the properties or assets of VTC or SGN, or will violate any
judgment, order, injunction, decree or award against or binding upon VTC or SGN,
or upon its securities, property or business;
(c) All information supplied to OSYS in the Corporate Profile, Business
Plan, financial statements, and Pro-forma of SGN is accurate and reliable
information. None of the information supplied contains any untrue statement of a
material fact or omits to make any statement of material fact necessary to make
the statements therein not misleading;
(d) On the CLOSING DATE or such other date as agreed, management of VTC/SGN
will deliver to OSYS the balance sheet and financial statements of SGN as of
12/31/99, and balance sheet as of 12/31/99. All financials to be prepared
according to GAAP standards;
(e) From and after the date hereof there will not have been and prior to
the CLOSING DATE there will not be any material adverse changes in the financial
position of SGN assets as set forth in the Balance sheet except changes arising
in the ordinary course of business;
(f) SGN is not and as of the CLOSING DATE will not be involved in any
pending litigation not in the ordinary course of business or governmental
investigation or proceeding not disclosed in writing to OSYS, and to the
knowledge of the Shareholders no litigation or governmental investigation or
proceeding beyond the ordinary course of business is threatened against SGN;
(g) As of the CLOSING DATE, SGN will be in good standing as a Delaware
corporation;
(h) The new company will assume OSYS's filing obligations under all
relevant Federal Securities Laws and Regulations.
8. REPRESENTATIONS OF FIT. FIT represents and warrants as follows:
(a) FIT has taken all necessary trust actions to authorize the execution of
this Agreement and the transactions contemplated hereunder;
(b) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate any provision
of the Declaration of Trust or Bylaws of FIT; will violate, conflict with or
result in breach or termination of or otherwise give any contracting party the
right to terminate or constitute a default under the terms of any Agreement or
instrument to which FIT is a party or by which any of its property or assets may
be bound; will result in the creation of any lien, charge or encumbrance upon
the properties or assets of FIT, or will violate any judgment, order,
injunction, decree or award against or binding upon FIT, or upon its securities,
property or business;
(c) All information supplied to OSYS in the Corporate Profile, Business
Plan, financial statements, and Proforma of FIT is accurate and reliable
information. None of the information supplied contains any untrue statement of a
material fact or omits to make any statement of material fact necessary to make
the statements therein not misleading;
(d) On the CLOSING DATE or such other date as agreed, management of FIT
will deliver to OSYS the balance sheet and financial statements of FIT as of
12/31/99, and balance sheet as of 12/31/99. All financials to be prepared
according to GAAP standards;
(e) From and after the date hereof there will not have been and prior to
the CLOSING DATE there will not be any material adverse changes in the financial
position of FIT assets as set forth in the Balance sheet except changes arising
in the ordinary course of business;
(f) FIT is not and as of the CLOSING DATE will not be involved in any
pending litigation not in the ordinary course of business or governmental
investigation or proceeding that has not been disclosed in writing to OSYS
prior to this Agreement, and to the knowledge of the Shareholders no litigation
or governmental investigation or proceeding beyond the ordinary course of
business is threatened against FIT;
(g) As of the CLOSING DATE, FIT will be in good standing as a Common Law
Business
Trust resident in the state of California.
The new company will assume OSYS's filing obligations under all relevant
Federal
Securities Laws and Regulations.
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF OSYS: All obligations of OSYS and
OSYS shareholders under this Agreement are subject to the fulfillment prior to
or as of the closing date, of each of the following conditions:
(a) The representations and warranties by VTC, SGN and FIT contained in
this Agreement or in any certificate or document delivered to OSYS pursuant to
the provisions hereof shall be true at and as of the time of closing as though
such representations and warranties were made at and as of such time;
(b) SGN and FIT shall have performed and complied with all covenants,
Agreements, and conditions required by this Agreement to be performed or
complied with by it prior to or at closing;
(c) SGN and FIT shall have delivered to OSYS evidence to the effect that:
(i) SGN is a corporation duly organized, validly existing and in good
standing under the laws of the state of Delaware; and FIT is a Common-law
Business Trust duly organized, validly existing under the common law of the
United States of America;
(ii) VTC, SGN and FIT have the authorized power to carry on their
businesses as now being conducted;
(iii) This Agreement has been duly authorized, executed and delivered by
VTC, SGN and FIT and is a valid and binding obligation of SGN and FIT and
enforceable in accordance with its terms;
(iv) VTC, SGN and FIT through their Board of Directors and Trustee,
respectively, have taken all actions necessary to authorize the execution,
delivery and performance of this Agreement; and all actions necessary to be in
compliance with the statutory requirements of the state of Colorado;
(v) Except as referred to herein, VTC, SGN and FIT knows of (a) no actions,
suits, or other legal proceedings or investigations pending or threatened
against or relating to or materially adversely affecting SGN and FIT; and (b) no
unsatisfied judgments against SGN and FIT.
(d) SGN shall have received approval of and consent to the transaction
contemplated herein by SGN shareholders owning at least 51% of the outstanding
stock of SGN; FIT represents that is does not need beneficial shareholder
approval, that beneficial shareholders have no voting or appraisal rights with
respect to this transaction, and that the trustee of FIT has full and sole
authority to approve this transaction.
10. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF VTC OR SGN: All obligations of
VTC or SGN under this Agreement are subject to the fulfillment prior to or as of
the closing date, of each of the following conditions:
(a) The representations and warranties by OSYS contained in this Agreement
in any certificate or document delivered to SGN pursuant to the provisions
hereof shall be true at and as of the time of closing as though such
representations and warranties were made at and as of such time;
(b) OSYS and OSYS Shareholders shall have performed and complied with all
covenants, Agreements, and conditions required by this Agreement to be performed
or complied with by it prior to or at closing;
(c) OSYS shall have delivered to SGN an attorney opinion letter and
evidence to the effect that::
(i) OSYS is a corporation duly organized, validly existing and in good
standing under the laws of the state of Colorado;
(ii) OSYS has the corporate power to carry on its business as now
being conducted;
(iii) This Agreement has been duly authorized, executed and delivered
by OSYS and is a valid and binding obligation of OSYS and enforceable in
accordance with its terms;
(iv) OSYS through its Board of Directors has taken all corporate
action necessary to authorize the execution, delivery and performance of this
Agreement; and all corporate action necessary to be in compliance with the
statutory requirements of the state of Colorado;
(v) The documents executed and delivered to SGN hereunder are valid
and binding in accordance with the terms and vest in SGN all right title and
interest in and to the stock of OSYS and said stock when issued shall be
validly issued, fully paid, and non-assessable;
(vi) Except as referred to herein, OSYS knows of (a) no actions suit
or other legal proceedings or investigations pending or threatened against or
relating to or materially adversely affecting OSYS; and (b) no unsatisfied
judgments against OSYS;
(vii) A condition precedent to closing of the Comprehensive Agreement
shall be that VTC have the right to conduct a due diligence review OSYS' 10-K
and 10-Q statements and any other SEC filings or correspondence for the
immediate prior three year period (to the extent such documents exist). VTC
shall be obligated to complete its review of the foregoing documents on or
before September 6, 2000 unless other documents are required as a result of the
initial review. If review is not completed by that time, VTC's acceptance of
the stated documents shall be conclusively presumed;
(viii) SGN acknowledges and agrees that it will be a condition
precedent of the closing of this transaction that Startec (Parent of VTC) and
Coast Business Credit must consent to the comprehensive agreement prior to VTC
executing such an agreement;
(ix) VTC will continue to receive revenue sharing in the amount of 15%
of all revenue received from the initial 120 Very Small Aperture Terminals
(VSAT) contract after deduction of agreed expenses for a period of time after
closing of this transaction, and provide international termination services.
(x) The parties hereby acknowledge that VTC may, at its option, choose
to sell, convey or assign its ownership interest of SGN.
11. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF FIT: All obligations of FIT under
this Agreement are subject to the fulfillment prior to or as of the closing
date, of each of the following conditions:
(a) The representations and warranties by OSYS contained in this Agreement
or in any certificate or document delivered to FIT pursuant to the provisions
hereof shall be true at and as of the time of closing as though such
representations and warranties were made at and as of such time;
(b) OSYS and OSYS Shareholders shall have performed and complied with all
covenants, Agreements, and conditions required by this Agreement to be performed
or complied with by it prior to or at closing;
(c) OSYS shall have delivered to FIT an attorney opinion letter and
evidence to the effect that:
(i) OSYS is a corporation duly organized, validly existing and in good
standing under the laws of the state of Colorado;
(ii) OSYS has the corporate power to carry on its business as now being
conducted;
(iii) This Agreement has been duly authorized, executed and delivered by
OSYS and is a valid and binding obligation of OSYS and enforceable in accordance
with its terms;
(iv) OSYS through its Board of Directors has taken all corporate action
necessary to authorize the execution, delivery and performance of this
Agreement; and all corporate action necessary to be in compliance with the
statutory requirements of the state of Colorado;
(v) The documents executed and delivered to FIT hereunder are valid and
binding in accordance with the terms and vest in FIT all right title and
interest in and to the stock of OSYS and said stock when issued shall be validly
issued, fully paid, and non-assessable;
(vi) Except as referred to herein, OSYS knows of (a) no actions suit or
other legal proceedings or investigations pending or threatened against or
relating to or materially adversely affecting OSYS; and (b) no unsatisfied
judgments against OSYS.
12. PROHIBITED ACTS. OSYS agrees not to do any of the following acts prior to
the CLOSING DATE, and the OSYS shareholders agree that prior to the CLOSING DATE
they will not request or permit OSYS to do any of the following acts:
(a) Declare or pay any dividends or other distributions on its stock or
purchase or redeem any of its stock; or
(b) Issue any stock or other securities, including any rights or options
to purchase or otherwise acquire any of its stock, and shall not issue any notes
or other evidences of indebtedness.
13. INDEMNIFICATION. Within the period in paragraph 15 herein and in accordance
with the terms of that paragraph, each party to this Agreement, shall indemnify
and hold harmless each other party all times after the date of this Agreement
against and in respect of any liability, damage or deficiency, all actions,
suits, proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting from
misrepresentations, breach of covenant of warranty or nonfulfillment of any
Agreement on the part of such party under this Agreement or from any
misrepresentations in or omission from any certificate furnished or to be
furnished to a party hereunder. Subject to the terms of this Agreement, the
defaulting party shall reimburse the other party or parties on demand, for any
payment made by said parties at any time after the closing, in respect of any
liabilities or claim to which the foregoing indemnity relates.
14. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations, warranties and
covenants made by any party in this Agreement shall survive the closing
hereunder for so long as the applicable statute of limitations shall remain
open. Each of the parties hereto is executing and carrying out the provisions of
this Agreement in reliance solely on the representations, warranties and
covenants and Agreements contained in this Agreement or at the closing of the
transactions herein provided for and not upon any investigation which it might
have made or any representations, warranty, Agreement, promise or information,
written or oral, made by the other party or any other person other than as
specifically set forth herein.
15. RESIGNATIONS AND APPOINTMENT OF OFFICERS AND DIRECTORS.
(a) Upon the closing date the officers and directors of OSYS shall become:
DIRECTORS: (1) George Weischadle
(2) Stanley Cohen
(3) Edward Gallagher
PRESIDENT: George Weischadle
VICE PRESIDENT: Stanley Cohen
SECRETARY: Edward Gallagher
TREASURER: Edward Gallagher
(b) Upon the closing date the trustees of FIT shall become:
TRUSTEES: (1)
PRESIDENT:
VICE PRESIDENT:
SECRETARY:
TREASURER:
16. NOTICES. Any notices which any of the parties hereto may desire to serve
upon any of the parties hereto shall be in writing and shall be conclusively
deemed to have been received by the parties at its address, if mailed, postage
prepaid, United States mail, registered, return receipt requested, to the
following addresses:
If to current OSYS management or the OSYS shareholders:
FINK & DORSETT, INC.
1201 N. PACIFIC AVE #104
GLENDALE, CA 91202
If to Vancouver Telephone Company:
MR. STANLY COHEN, PRESIDENT
1166 ALBION ST.
VANCOUVER, B.C. V6E 3Z3
If to SGN management or SGN:
GEORGE M. WEISCHADLE
9172 ELTON AVE.
CHATSWORTH, CA. 91311
If to FIT:
FREVA INVESTMENT TRUST.
C/O ANNETTE HOCHMAN, TRUSTEE
PO BOX 251360
GLENDALE, CA 91203
17. POST CLOSING COVENANTS. SGN's counsel (subject to OSYS's and FIT's counsels
review and approval) shall prepare and file Form 8-K with the SEC concerning the
change of control transaction.
18. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit
of the heirs, personal representatives and successors and assigns of parties.
19. CHOICE OF LAW. This Agreement shall be construed and enforced in accordance
with the laws of the state of Colorado.
20. COUNTERPARTS. This Agreement may be signed in one or more counterparts all
of which taken together shall constitute an entire Agreement.
21. MISCELLANEOUS:
(a) Further Assurance: At any time, and from time to time, after the
effective date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement;
(b) Waiver: Any failure on the part of any party hereto to comply with any
of its obligations, Agreements or conditions hereunder may be waived in writing
by the party to whom such compliance is owed;
(c) Time: Time is of the essence;
(d) Severability: If any part of this Agreement is deemed to be
unenforceable, the balance of the Agreement shall remain in full force and
effect.
22. SPLITTING OF THE STOCK. Shareholders of SGN and the future Board of
Directors of OSYS hereby agree that after assuming control of OSYS that they
will not enact any reverse splitting of the stock for a period of 12 consecutive
months after the closing of this transaction.
<PAGE>
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS Agreement as of the
date first above written.
OSTEO SYSTEMS, INC. , SATTEL GLOBAL NETWORKS, INC.,
a Colorado corporation a Delaware corporation
By:/s/_______________________ By:/s/_____________________________
ROLAND FINK, PRESIDENT GEORGE WEISCHADLE, PRESIDENT
By:/s/_______________________ _____________________________
KENDALL DORSETT, SECRETARY
FREVA INVESTMENT TRUST, VANCOUVER TELEPHONE COMPANY,
(a Common Law Business Trust and or assigns
resident in California)
By:/s/_______________________ By:/s/_________________________
ANNETTE HOCHMAN, TRUSTEE STANLEY COHEN, PRESIDENT
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES OF OSYS)
___________________________ (__________ SHARES ____ %)
___________________________ (__________ SHARES ____ %)
___________________________ (__________ SHARES ____ %)
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES OF SGN)
VANCOUVER TELEPHONE COMPANY
By:____________________________(__________SHARES ____%)
<PAGE>
SCHEDULE B
The undersigned Officers hereby agree to a joint "lock up" of their freely
tradeable shares proportionately as follows:
SHAREHOLDERS: 700,000 SHARES
DATE FREE TRADE SHARES RELEASED CUMULATIVE
30 DAYS AFTER CLOSING 100,000 100,000
60 DAYS AFTER CLOSING 100,000 200,000
90 DAYS AFTER CLOSING 100,000 300,000
120 DAYS AFTER CLOSING 100,000 400,000
150 DAYS AFTER CLOSING 100,000 500,000
180 DAYS AFTER CLOSING 100,000 600,000
210 DAYS AFTER CLOSING 100,000 700,000
OSTEO SYSTEMS, INC. SATTEL GLOBAL NETWORKS, INC.,
a Colorado corporation a Delaware corporation
By:/s/_______________________ By:/s/_____________________________
ROLAND FINK, PRESIDENT GEORGE WEISCHADLE, PRESIDENT
By:/s/______________________
KENDALL DORSETT, SECRETARY
VANCOUVER TELEPHONE COMPANY,
and or assigns
By:/s/____________________________
STANLEY COHEN, PRESIDENT
