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Exhibit 9
OTHER OPTION PLAN
On 4-12-00 the Board of Directors granted options pursuant to two special
option plans which have been designated Form A & B. Form A was developed as an
anti-dilution full ratchet option plan to protect the Company in the event of
any takeover attempt. Format B was developed to recognize certain shareholders
who had supported the Company with cash and/or significant personal efforts
during the past twenty four months.
All shares issued pursuant to these two formats will be restricted shares
under Rule 144. In general Rule 144 provides volume limitations that state that
a person or persons whose shares are aggregated may not sell within any three
month period a number of shares which exceeds the greater of 1% of the then
outstanding shares of the Company's Common Stock or the average weekly trading
value during the four calendar weeks prior to such sale.
The shares issued under this option agreement will be deemed "restricted
shares" under the Act, and the public sale thereof even after the expiration of
the lock up period absent registration of such securities under the Act may only
be made in compliance with Rule 144 promulgated under the Act. The shares will
bear an appropriate restrictive legend reflecting the foregoing.
The basic option agreements were developed by AMSE Counsel Akerman
Senterfitt. Format "A" is to be used in relation to any options exercised by
Directors and Officers and Format "B" relates to all of the other optionees. All
options were granted at 50 cents per option which was the closing price of the
stock as of April 18, 2000.
The following consists of the number of the options that became available as
a result of the action taken by the Board on 4-12-00.
Name # of Options Granted Format
---- -------------------- ------
Locke, Cheryl and Nelson 300,000 A
Shelley, Michael 75,000 A
Sherman, Thomas 75,000 A
Kluck, Charles 75,000 A
Kluck, Linda 75,000 A
Buono, Michael 50,000 A
Anderson, Dee 25,000 A
Hetzel, Lori 15,000 A
Girard, Dean 10,000 A
--------
700,000 - Format A
Brickell Equity Group 200,000 B
Palmun Associates 150,000 B
Rosen Kenneth 25,000 B
Kahn, Mark 20,000 B
Kahn, A 10,000 B
Hoffberger, Robert 30,000 B
Aurelia Partners 20,000 B
Schnelder Trust 20,000 B
Biondo, Jane 10,000 B
Donahue, Edwin 15,000 B
--------
500,000 - Format B
All options, regardless of format, will convert into restricted shares under
Rule 144. In addition, by accepting these options, the optionees agree to grant
voting rights on the underlying shares to the Company. This assignment of voting
rights expires upon arm's length sale of the underlying shares into the market.
